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Form 8-K
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2009

ABM Industries Incorporated
 (Exact name of registrant as specified in its charter)

         
Delaware   1-8929   94-1369354
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
551 Fifth Avenue, Suite 300, New York, New York
   10176
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 297-0200

 
N/A
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2009, ABM Industries Incorporated (the “Company”) expanded the size of its Board of Directors to nine members and elected J. Philip Ferguson as a director to fill the newly created vacancy. Mr. Ferguson has been named to the class of directors with terms expiring in 2012. In addition, Mr. Ferguson has been appointed to the Audit Committee of the Company.

Mr. Ferguson’s cash and equity compensation arrangements as a director will be the same as those previously reported in the Company’s Proxy Statement for its 2009 Annual Meeting of Shareholders for other non-employee directors and Audit Committee members, except that the annual award of restricted stock units granted to all non-employee directors will be prorated based on length of service from his election to the Board to the next Annual Meeting of Shareholders.

A copy of the press release announcing the election of Mr. Ferguson as a director is attached as exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

99.1   Press Release issued by ABM Industries Incorporated announcing the election of Mr. Ferguson as a director.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ABM INDUSTRIES INCORPORATED

Dated: December 8, 2009

By: /s/ Sarah H. McConnell                                     
Sarah H. McConnell
Senior Vice President and
General Counsel

 

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EXHIBIT INDEX

99.1   Press Release issued by ABM Industries Incorporated, dated December 7, 2009, announcing the election of J. Philip Ferguson to its Board of Directors.

 

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Exhibit 99.1
Exhibit 99.1
(PRESS RELEASE)
551 Fifth Avenue Suite 300 New York, NY 10176 PRESS RELEASE
ABM INDUSTRIES NAMES NEW INDEPENDENT DIRECTOR
J. Philip Ferguson, Investment Management Executive, to Join ABM Board
NEW YORK, NY — December 7, 2009 — ABM Industries Incorporated (NYSE: ABM) announced today that its board of directors elected J. Philip Ferguson as an independent director. A longtime investment management executive, Ferguson most recently served as chairman, president and chief investment officer of AIM Capital Management, Inc. (now Invesco AIM). Ferguson was appointed to the board’s audit committee. ABM Industries, which operates through its subsidiaries, is the leading provider of facility services in the United States.
“Phil’s deep and broad knowledge gained as an investment executive with several of the country’s leading firms will be a terrific asset to the ABM board,” said Henrik Slipsager, president and chief executive officer of ABM Industries Incorporated. “We look forward to leveraging his extensive experience and expertise as ABM launches its second century in business and builds on our leadership in facility services.”
Bringing more than 40 years of experience in multiple aspects of the investment management industry, Ferguson rose to chairman, president and chief investment officer of AIM Capital Management, overseeing equity and fixed-income portfolio management, investment strategies and the firm’s staff. He joined AIM Capital Management in 2000 as senior investment officer and helped shape its product line, portfolio strategies and investment policies before retiring as chairman in 2007. Previously, Ferguson held senior roles at several investment management firms, including: managing partner at Beutel, Goodman & Company; senior vice president at Lehman Brothers, Inc.; and vice president of Goldman, Sachs & Company. Ferguson holds a finance degree from Texas Christian University, a certificate in international law from the City of London College and a juris doctorate degree from the University of Texas Law School. A native of Texas, he has served on several industry, investment and civic boards, including the Investor Adviser Association, the University of Texas Investment Management Company, the Houston Ballet and the Museum of Fine Arts, Houston.
“We look forward to working with Phil and the wealth of financial knowledge and experience he brings to our board and the audit committee,” said Maryellen Herringer, chairman of the board of directors, ABM Industries Incorporated. “He is a highly respected, successful executive who will play a valuable role in helping to advance ABM’s businesses.”

 

 

 

About ABM Industries Incorporated
ABM Industries Incorporated (NYSE:ABM), which operates through its subsidiaries (collectively “ABM”), is the leading provider of facility services in the United States. With fiscal 2008 revenues in excess of $3.6 billion and approximately 100,000 employees, ABM provides janitorial, facility, engineering, parking and security services for thousands of commercial, industrial, institutional and retail facilities across the United States, Puerto Rico and British Columbia, Canada. ABM’s business services include ABM Janitorial Services, ABM Facility Services, ABM Engineering Services, Ampco System Parking, and ABM Security Services. For more information visit www.abm.com.
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Contact
             
Media:
  Tony Mitchell   Investors & Analysts:   David Farwell
 
  (212) 297-9828        (212) 297-9792 
 
  tony.mitchell@abm.com       dfarwell@abm.com

 

 

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