ABM INDUSTRIES INC DE
For the period ended Feb 15, 2024. Filed Feb 15, 2024.
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Feb 15, 2024 · Filed Feb 15, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
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Check the appropriate box:
☐ Preliminary Proxy Statement
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☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12
ABM Industries Incorporated
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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February 15, 2024 Dear Stockholders:On behalf of the ABM Industries Incorporated Board of Directors, I am very pleased to report that ABM successfully navigated through choppy macroeconomic conditions and delivered solid financial results in 2023, while also advancing several strategic initiatives related to our ELEVATE strategy. I also wanted to take the opportunity to thank you for your continued interest, ownership, and support of the Company.The Board is once again delighted to use this letter to communicate our assessment of ABM’s overall performance during the past year, which was quite notable given the commercial real estate challenges and labor-related headwinds the Company faced all year.Strategy Oversight and Board FocusThroughout 2023, the Board focused on ensuring that the management team understood the risks and opportunities related to the weak commercial real estate market and was prepared to respond accordingly. The Board supported management’s plan, including the Company’s continued execution across its diversified service and client mix. The Company’s flexible labor model also helped ABM successfully manage through the unsettled market. The Board continued to oversee the management team’s technology and growth-focused operational enhancement efforts, as well as advised on the Company’s capital allocation priorities to drive long-term stockholder value. The Board’s commitment to responsible corporate governance is unwavering, as are our priorities of judicious risk management, effective executive compensation practices and leadership talent retention. We are also pleased that ABM has a consistent and forward-looking focus on socially responsible initiatives and practices, including workforce management and communications, diversity and inclusion, all of which we believe are critical drivers of ABM’s long-term success.Fiscal Year 2023 Financial PerformanceDuring 2023, the Company grew revenue 3.7% to $8.1 billion, through a mix of solid organic growth and growth from acquisitions. Organic growth largely reflected strong markets served by our Aviation segment and steady demand in our Education and Manufacturing & Distributions markets, coupled with several large new customer wins across the organization. Our increase in net income was aided by higher segment earnings and the benefits of cost controls and price increases, which helped to partially offset inflationary pressures.The Company also significantly grew adjusted EBITDA and free cash flow in 2023, which enabled ABM to continue to invest in its business while also repurchasing roughly 5% of the total number of outstanding shares and raising its annual dividend for the 56th consecutive year.Investing in Future Growth and ELEVATE ProgressABM made significant progress on its ELEVATE initiatives in 2023, including the successful financial close utilizing its new cloud-based enterprise resource planning system for the Education segment. The Company also began the phased launch of its new employee mobile application called Team Connect, which is designed to deliver on-demand training, safety reminders, and task
management features among other capabilities. The Company plans to further build out and scale these capabilities across other parts of the organization in 2024.Summary2023 was a strong test for the Company and provided further proof that ABM has the right market positioning, long-term strategy, and management team to deliver consistent and sustainable performance, even in challenging conditions. Our asset-light business model, coupled with our ability to generate cash, provides multiple opportunities to grow our business while also returning capital to stockholders on a regular basis. The Board is pleased with the trajectory of the Company and will stay focused on raising the standard in everything we do, as well as being a driving force of a cleaner, healthier and more sustainable world.
Thank you for your continued support.
Sincerely,
Sudhakar KesavanChairman of the Board
| ABM Industries Incorporated, One Liberty Plaza, 7th Floor, New York, New York 10006 | ||
|---|---|---|
| NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS | ||
| WHENWednesday, March 27, 2024 11:00 a.m. Eastern Time | PROXY VOTING – CAST YOUR VOTE RIGHT AWAYYour vote is important. Even if you plan to attend the Annual Meeting, please vote as soon as possible using the Internet or by telephone, or by completing, signing, dating and returning your proxy card or voting instruction form. | |
| WHEREVirtualwww.virtualshareholdermeeting.com/ABM2024 | Using the Internet and voting at the website listed on the proxy card or the notice; | |
| Using the toll-free phone number listed on your proxy card or voting instruction form; or | ||
| If you received physical proxy materials with an enclosed postage paid envelope, completing, signing, dating and mailing your proxy card or voting instruction form. | ||
ITEMS OF BUSINESS
Election of the ten director nominees named in the proxy statement.
Advisory approval of our executive compensation.
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024.
Transaction of such other business as may properly come before the Annual Meeting.
RECORD DATE
Stockholders of record at the close of business on January 29, 2024 are entitled to notice of, and to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 27, 2024: The Notice of Annual Meeting, Proxy Statement and the Annual Report to Stockholders are available on the Internet at www.proxyvote.com.
Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card or voting instruction card you received in the mail.
By Order of the Board of Directors,
Andrea R. Newborn
Executive Vice President, General Counsel
and Corporate Secretary
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT | i |
| PROXY STATEMENT SUMMARY | i |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 1 |
| PROPOSAL 1–ELECTION OF TEN DIRECTOR NOMINEES TO SERVE ONE-YEAR TERMS | 2 |
| Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2025 | 2 |
| The Board of Directors | 8 |
| Corporate Governance | 8 |
| Identifying and Evaluating Nominees for Directors | 8 |
| Board Leadership Structure | 9 |
| Director Independence | 10 |
| The Board’s Oversight of Risk Management | 10 |
| The Board’s Role in Cybersecurity Risk Oversight | 11 |
| Environmental, Social, and Governance | 11 |
| Mandatory Retirement | 13 |
| Outside Board Limits | 13 |
| Board Committees | 13 |
| Board and Committee Attendance in Fiscal Year 2023 | 15 |
| DIRECTOR COMPENSATION FOR FISCAL YEAR 2023 | 15 |
| 2023 Non-Employee Director Compensation Elements | 15 |
| 2023 Non-Employee Director Compensation Table | 16 |
| Non-Employee Director Deferred Compensation Plan | 16 |
| Director Stock Ownership Policy | 17 |
| EXECUTIVE COMPENSATION | 18 |
| PROPOSAL 2–ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION | 19 |
| COMPENSATION DISCUSSION AND ANALYSIS | 20 |
| Our Compensation Philosophy and Practices | 20 |
| How We Compensated Our NEOs in 2023 | 25 |
| Other Compensation and Governance-Related Matters | 32 |
| Compensation Committee Report | 34 |
| Additional Information About Executive Compensation | 35 |
| 2023, 2022 and 2021 Summary Compensation Table | 35 |
| Grants of Plan-Based Awards During Fiscal Year 2023 | 36 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 37 |
| Option Exercises and Stock Vested in Fiscal Year 2023 | 38 |
| Nonqualified Deferred Compensation in Fiscal Year 2023 | 38 |
| Potential Post-Employment Payments | 39 |
| 2023 CEO Pay Ratio | 42 |
| Pay Versus Performance | 43 |
| AUDIT MATTERS | 47 |
| PROPOSAL 3–RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2024 | 48 |
| AUDIT-RELATED MATTERS | 49 |
| Audit Committee Report | 49 |
| Principal Accounting Firm Fees and Services | 50 |
| Policy on Preapproval of Independent Registered Public Accounting Firm Services | 50 |
| GENERAL INFORMATION | 51 |
|---|---|
| Certain Relationships and Transactions with Related Persons | 52 |
| Delinquent Section 16(a) Reports | 52 |
| Equity Compensation Plan Information | 53 |
| Security Ownership of Certain Beneficial Owners | 53 |
| Security Ownership of Directors and Executive Officers | 54 |
| Questions and Answers About the Proxy Materials and the Annual Meeting | 56 |
| Other Business | 60 |
| Submission of Stockholder Proposals for 2025 Annual Meeting | 61 |
| Appendix A–Calculations of Non-GAAP Financial Measures (Unaudited) | A-1 |
Note About Forward-Looking Statements
This Proxy Statement contains both historical and forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target,” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Factors that might cause such differences include, but are not limited to, those discussed in Part 1 of ABM’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023 under Item 1A., “Risk Factors,” and we urge readers to consider these risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.