8-K
0000771497false00007714972025-06-112025-06-11
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
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Date of Report (Date of earliest event reported): June 11, 2025 |
ABM INDUSTRIES INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
1-8929 |
94-1369354 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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One Liberty Plaza 7th Floor |
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New York, New York |
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10006 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (212) 297-0200 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.01 par value |
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ABM |
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The New York Stock Exchange |
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 June 11, 2025, the Board of Directors (the “Board”) of the Company, acting upon the recommendation of its Governance Committee, elected Carol A. Clements as a director, effective immediately. Concurrently with this addition to the Board, the Board approved a resolution increasing the size of the Board from ten to eleven directors. Ms. Clements has not yet been appointed to a Committee of the Board.
Ms. Clements’ cash and equity compensation arrangements as a director are the same as those previously reported for other non-employee directors, which are described on pages 16-17 of the Company’s proxy statement for its 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on February 14, 2025. As a non-employee director, Ms. Clements will also be entitled to a pro-rated annual restricted stock unit award and will be paid applicable Board and committee fees. In addition, the Company will enter into its standard form of director’s indemnification agreement with Ms. Clements.
A copy of the press release announcing the election of Ms. Clements as a director is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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ABM INDUSTRIES INCORPORATED |
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Date: |
June 12, 2025 |
By: |
/s/ David R. Goldman |
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David R. Goldman
Vice President and Corporate Secretary |
Carol Clements Appointed to ABM’s Board of Directors
NEW YORK, NY – June 12, 2025 – ABM (NYSE: ABM), a leading provider of facility, engineering, and infrastructure solutions, today announced the appointment of Carol Clements to its Board of Directors. Ms. Clements is a proven technology and digital transformation leader with more than 25 years of experience across the aviation, hospitality, and consulting industries.
Ms. Clements currently serves as Chief Digital and Technology Officer at JetBlue Airways Corporation, where she is responsible for the airline’s technology and innovation strategy, and leads the development and implementation of advanced digital solutions that drive operational efficiency and elevate the customer experience.
“I’m honored to join ABM’s Board of Directors at such a pivotal moment in the company’s evolution,” said Clements. “ABM is leveraging technology and innovation to redefine what’s possible in the industry, and I’m excited to contribute to its continued transformation.”
Prior to JetBlue, Ms. Clements held multiple leadership roles at Yum! Brands, Inc., including Chief Technology Officer and General Manager of Pizza Hut Connect and Chief Information Officer for Pizza Hut U.S. She also held senior technology positions at Southwest Airlines and began her career as a consultant at PricewaterhouseCoopers LLP.
“Carol brings a unique blend of strategic vision, technology expertise, and operational leadership to ABM’s Board,” said Sudhakar Kesavan, Chairman of the Board of Directors of ABM. “We’re delighted to welcome her to the Board and look forward to her contributions and perspectives as we help shape ABM’s future success.”
Ms. Clements holds Bachelor of Science degrees in Management Science Engineering and Mathematics from Southern Methodist University.
About ABM:
ABM (NYSE: ABM) is one of the world’s largest providers of integrated facility, engineering, and infrastructure solutions. Every day, our over 100,000 team members deliver essential services that make spaces cleaner, safer, and efficient, enhancing the overall occupant experience.
ABM serves a wide range of market sectors including commercial real estate, aviation, education, mission critical, and manufacturing and distribution. With over $8 billion in annual revenue and a blue-chip client base, ABM delivers innovative technologies and sustainable solutions that enhance facilities and empower clients to achieve their goals.
Committed to creating smarter, more connected spaces, ABM is investing in the future to meet evolving challenges and build a healthier, thriving world. ABM: Driving possibility, together.
For more information, visit www.ABM.com
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Media Contact:
Michael Valentino
media@abm.com
