UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File | (IRS Employer | ||
| of incorporation) | Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | ( |
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company |
| ¨ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 4, 2019, the Board of Directors (the “Board”) of ABM Industries Incorporated (the “Company” or “ABM”), acting upon the recommendation of its Governance Committee, increased the number of directors on the Board from nine to ten and elected Jill M. Golder as a member of the Board effective immediately to fill the vacancy created thereby. Ms. Golder has been named to the class of directors that has its term expiring at the 2021 Annual Meeting of Stockholders. Additionally, Ms. Golder has been appointed to the Audit Committee of the Board.
As a non-employee director, Ms. Golder will participate in the standard non-employee director compensation arrangements described beginning on page 13 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 13, 2019. In addition, the Company intends to enter into its standard form of indemnification agreement with Ms. Golder.
A copy of the press release announcing the election of Ms. Golder as a director is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release issued by ABM Industries Incorporated, dated September 9, 2019. |
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: | September 9, 2019 | By: | /s/ Andrea R. Newborn | ||||
| Andrea R. Newborn | |||||||
| Executive Vice President, General Counsel and Secretary |
|||||||
Exhibit 99.1
ABM Names Jill Golder to its Board of Directors
NEW YORK, NY – September 9, 2019 - ABM (NYSE: ABM), a leading provider of facility solutions, today announced that its Board of Directors has elected Jill Golder, Senior Vice President and Chief Financial Officer, Cracker Barrel Old Country Store, Inc., as an independent director. Her election brings the Board of Directors to 10 members. Ms. Golder will also serve as a member of the Audit Committee of the ABM Board of Directors.
Sudhakar Kesavan, Chairman of the Board of Directors of ABM said, "We are pleased to have Jill join ABM's Board of Directors.
Her financial background and experience working with public companies with distributed workforces will be valuable to ABM, one
of the top 50 employers in the U.S."
Scott Salmirs, President and Chief Executive Officer of ABM, said, "Jill's extensive experience will be insightful as we continue
to execute on our long-term strategic vision. This appointment strengthens our exceptional Board of Directors."
Ms. Golder is currently the Senior Vice President and Chief Financial Officer of Cracker Barrel Old Country Store, which she joined in April 2016. She previously served in finance leadership roles at Ruby Tuesday, Inc. from 2013 to 2016, including as Executive Vice President and Chief Financial Officer. Ms. Golder served in progressively more responsible finance positions during her 23 years at Darden Restaurants, Inc., including Senior Vice President Finance for Olive Garden, Senior Vice President Finance of Smokey Bones, Senior Vice President Finance of Specialty Restaurant Group and Senior Vice President Finance of Red Lobster. Ms. Golder earned an economics degree at Kalamazoo College and master of business administration from the University of Chicago Booth School of Business.
ABOUT ABM
ABM (NYSE: ABM) is a leading provider of facility solutions with revenues of approximately $6.4 billion and approximately 140,000 employees in 350+ offices throughout the United States and various international locations. ABM's comprehensive capabilities include janitorial, electrical & lighting, energy solutions, facilities engineering, HVAC & mechanical, landscape & turf, mission critical solutions and parking, provided through stand-alone or integrated solutions. ABM provides custom facility solutions in urban, suburban and rural areas to properties of all sizes - from schools and commercial buildings to hospitals, data centers, manufacturing plants and airports. ABM Industries Incorporated, which operates through its subsidiaries, was founded in 1909. For more information, visit www.abm.com.
| Contact: | |
| Investor Relations & Treasury: | Susie A. Kim |
| (212) 297-9721 | |
| susie.kim@abm.com |
Data Provided by Refinitiv. Minimum 15 minutes delayed.