ABM INDUSTRIES INC DE

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting.

Stockholders of ABM as of January 29, 2024 (the “Record Date”) are entitled to vote. Each share of ABM common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Virtual Annual Meeting

We have decided to hold the Annual Meeting virtually again this year because we believe that hosting a virtual Annual Meeting enables us to communicate with our stockholders while supporting the health and safety of our employees, stockholders and communities. We also believe the virtual Annual Meeting format facilitates stockholder access by enabling stockholders to participate fully and equally from any location around the world at no cost.

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ABM2024. Stockholders will be able to vote their shares electronically during the Annual Meeting.

Stockholders who would like to attend and participate in the Annual Meeting will need the 16-digit control number included on their Notice of Internet Availability of Proxy Materials (the “Notice”), proxy card, or voting instruction form. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will begin 15 minutes prior to the start of the Annual Meeting, at 10:45 a.m. Eastern Time.

You may submit questions in advance on the day of the Annual Meeting by logging into www.proxyvote.com and entering your 16-digit control number. Once past the log-in screen, click on “Question for Management,” type in the question, and click “Submit.” Alternatively, stockholders will be able to submit questions live during the Annual Meeting by typing the question into the “Ask a Question” field, and clicking submit. We will answer questions that comply with the Annual Meeting rules of conduct during the Annual Meeting, subject to time constraints. Questions relevant to Annual Meeting matters that we do not have time to answer during the Annual Meeting will be posted to our website following the meeting along with those questions that were addressed during the Annual Meeting. Questions regarding personal matters or matters not relevant to Annual Meeting matters will not be answered.

Although the live webcast is available only to stockholders at the time of the Annual Meeting, a replay of the Annual Meeting will be made publicly available for one year atwww.virtualshareholdermeeting.com/ABM2024.

Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting, including the list of our stockholders of record, will be available during the Annual Meeting atwww.virtualshareholdermeeting.com/ABM2024.

If you have difficulty accessing the meeting, please call the technical support number that will be posted on the virtual Annual Meeting login page for assistance. Technical support will be available beginning approximately 15 minutes prior to the start of the Annual Meeting through its conclusion.

ABM Industries Incorporated 2024 Proxy Statementi

ABM AT A GLANCE

Percentage of Overall Revenue

SERVICE LINESJAN = JanitorialENG = Facilities EngineeringPKG = ParkingATS = Technical SolutionsAVI = Aviation Services

INDUSTRY GROUPSB&I = Business & IndustryM&D = Manufacturing & DistributionAVI = AviationEDU = EducationATS = Technical Solutions

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ABM’s Business Highlights and Accomplishments in Fiscal Year 2023

ABM’s 2023 Achievements

We grew revenue 3.7% to $8.1 billion, comprised of organic growth of 2.4% and growth from acquisitions of 1.3%. Organic growth reflected strong activity in our Aviation segment, driven by robust leisure and business travel markets. Organic revenue growth was also boosted by solid demand in our Education and Manufacturing & Distribution segments, including the impact of several new customer wins. Our acquisition growth was primarily driven by the addition of RavenVolt, Inc., which we acquired in 2022.

We posted net income of $251.3 million, up 9.1% over the prior year. Adjusted EBITDA was $529.1 million(1) and full-year adjusted EBITDA margin was 6.8%(1). On an operating basis, the increase in net income was driven by higher segment earnings and the benefits of cost controls and prices increases, partially offset by wage cost inflation and significantly higher interest expense.

We continue to successfully navigate through a weak commercial real estate market. Our results in our Business & Industry segment reflect the advantages of our flexible labor model, as well as the diversity of services offered, and Business & Industry’s strong positioning in Class A multi-tenant office buildings.

We generated full year 2023 operating cash flow of $243.3 million and free cash flow of $190.7 million(1). Our strong performance reflects our asset light business model and has enabled us to invest in our business via our ELEVATE initiatives, as well as to return capital to our stockholders.

We repurchased 3.3 million shares of common stock in fiscal 2023 for a total cost of $137.1 million, reducing our outstanding share count by approximately 5%. Subsequent to fiscal year end, our Board of Directors approved a $150 million expansion of our existing share repurchase authorization.

We maintained our long-standing history of returning cash to our stockholders through the continuation of our cash dividend for the 57th consecutive year. ABM remains one of a small group of public companies, known as “Dividend Kings”, who have raised their annual dividend for over 50 consecutive years. After fiscal year-end, our Board of Directors increased our quarterly dividend 2.3% to $0.225 per share. This increase represents another step in ABM’s plan to achieve an adjusted net income payout ratio of 30% to 40% over the mid-term.

We made significant progress on our ELEVATE initiatives in 2023, including the successful financial close utilizing our new cloud-based enterprise resource planning system for the Education segment. We also had the initial launch of our new team member mobile app called Team Connect, which is designed to deliver on-demand training, safety reminders, clock-in and clock-out integrations, and task management features among other capabilities.

We released our 2022 Environmental, Social and Governance Sustainability Impact Report. The report highlights progress the Company’s long-term commitments and solutions that enable clients to address key risks and opportunities. We were also pleased to be named a 2023 DiversityInc noteworthy company for the first time and be included on Newsweek’s list of most responsible companies, among other awards.

(1)

Adjusted EBITDA, adjusted EBITDA margin and free cash flow are non-GAAP financial measures. Reconciliations of these financial measures to the nearest GAAP financial measures are set forth in Appendix A to this Proxy Statement.

CORPORATE GOVERNANCE AND BOARD HIGHLIGHTS

Board Composition and Nominees

The following chart reflects the principal occupation, age, tenure and committee memberships of each member of our Board of Directors ("Board").

ABM Industries Incorporated 2024 Proxy Statementiii

Corporate Governance

Our Board is committed to thoughtful and independent representation of stockholder interests and corporate governance policies and practices that drive long-term stockholder value. The following points summarize certain aspects of our corporate governance:

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Director Nominee Skills and Experience Matrix

Our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of perspectives that contribute to the Company’s execution of its business and strategies. The director nominee skills and experience matrix below summarizes some of the key attributes that management and our Board have identified as particularly valuable to the effective oversight of the Company and the execution of our corporate strategy. This director nominee skills and experience matrix is not intended to be an exhaustive list of each of our director nominees’ skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes and skills is included in their biographies beginning on page 2 of this Proxy Statement.

ABM Industries Incorporated 2024 Proxy Statementv

Independence and Tenure

Our Corporate Governance Principles provide that a majority of our directors must be independent. Our Board is comprised of independent directors, with the exception of Mr. Salmirs.

Our Board maintains an ongoing commitment to refreshment and proactive assessment of its collective skills, experience and perspectives. The Board and the Governance Committee believe that this balance of experience, continuity and refreshment helps the Board most effectively serve the Company and its stockholders. The average tenure of our Board members is 6.9 years.

Diversity

Our Board and Governance Committee are committed to Board diversity: 30% of our Board nominees are female and 30% are ethnically or racially diverse.

Board Nominees Diversity Matrix

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EXECUTIVE COMPENSATION HIGHLIGHTS

Our Compensation Practices

What We Do

• Design Compensation Programs to Pay for Performance

• Use Equity Awards for Long-Term Incentive and Retention

• Maintain a Clawback Policy

• Utilize Short-Term and Long-Term Performance-Based Incentives/Measures

• Ensure rigorous and fair goals are established annually under both our annual and long-term incentive plans

• Use an Independent Compensation Consultant

• Require Significant Share Ownership and Retention by Executive Officers

• Limit Perquisites

• Use Double-Trigger Change-in-Control Arrangements

• Hold Annual Say-on-Pay Vote

What We Don’t Do

• No Fixed-Term Employment Agreements

• No Gross-Ups for Taxes

• No Repricing of Stock Options

• No Mid-cycle Adjustments to Performance Metrics

• No Hedging and Pledging of ABM Stock

Our Executive Compensation Programs

In fiscal year 2023, our compensation programs continued to reflect the compensation philosophy established by our Compensation Committee – one that is intended to align our executives’ compensation with our strategic goals, and motivate and retain executives who are critical to our future success and long-term performance. Key features of our compensation philosophy include:

Elements of Total Direct Compensation:

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At-Risk Compensation

A significant portion of our executives’ compensation is at risk. At-risk compensation includes: annual cash incentive compensation (“bonus”), which is tied to annual financial and individual performance measures; performance-based equity awards, which are paid only if performance metrics established at the beginning of the three-year performance period are met; and time-based equity awards. Approximately 88% of our CEO’s compensation is at risk. An average of approximately 78% of our other named executive officers’ (“NEOs”) compensation is at risk.

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