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 27, 2025 (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, (i) facilitates stockholder access by enabling stockholders to participate fully and equally from any location around the world at no cost, and (ii) improves meeting efficiency and our ability to effectively communicate and engage with our stockholders, regardless of their size, resources, or physical location.

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/ABM2025. 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/ABM2025.

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/ABM2025.

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 2025 Proxy Statementi

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ABM’s Business Highlights and Accomplishments in Fiscal Year 2024

ABM’s 2024 Achievements

We achieved a 3.2% increase in revenue, reaching $8.4 billion, driven by 2.9% organic growth and the remainder from acquisitions. Organic growth was led by our Technical Solutions segment, up 16.1% due to strong microgrid performance, and our Aviation segment, up 11.5% from robust travel markets and client expansion. Our Education and Manufacturing & Distribution segments also delivered solid growth. Our Business & Industry segment remained resilient, supported by diversification and a focus on Class A properties, which helped to partially mitigate the impact of soft commercial real estate markets. Acquisition growth was primarily driven by the mid-2024 addition of Quality Uptime Services, Inc.

We delivered net income of $81.4 million, adjusted net income of $227.3 million, and adjusted EBITDA of $498.1 million(1), with an adjusted EBITDA margin of 6.2%(1). While adjusted net income decreased slightly year-over-year, this reflects our proactive investments in corporate initiatives to support long-term growth. Importantly, higher segment earnings and the positive impact of cost controls and price increases demonstrate the strength of our operations and our focus on sustaining profitability.

We generated full year 2024 operating cash flow of $226.7 million and free cash flow of $167.3 million(1). This solid 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 doubled our participation in the high growth mission-critical datacenter market with the acquisition of Quality Uptime Services, Inc., a leader in uninterrupted power supply system (“UPS”) maintenance and UPS battery maintenance company providing customized preventive and emergency service programs for mission-critical data centers and other facilities.

We demonstrated our commitment to balanced capital allocation by returning $112.3 million to stockholders through the repurchase of 1.2 million shares of common stock for $55.8 million and dividend payments totaling $56.5 million. Simultaneously, we invested $114.3 million in the acquisition of Quality Uptime Services, Inc., reinforcing our strategy of delivering value to shareholders while pursuing strategic growth opportunities.

We maintained our long-standing history of increasing our annual cash dividend to our stockholders, by increasing the 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 18% to $0.265 per share. This increase represents another step in ABM’s plan to achieve an adjusted net income payout ratio of approximately 30% over the mid-term.

We made further progress on our ELEVATE initiatives in 2024, including the migration of our Education segment to a cloud-based Enterprise Resource Planning system and initiating transitions for Business & Industry and Manufacturing & Distribution segments. We also invested in and began utilizing various artificial intelligence-empowered tools to identify opportunities to gain operating efficiencies, streamline request for proposal processes, and enhance employee experiences.

We released our 2023 Corporate Responsibility Report. The report highlights progress on the Company’s long-term commitments and solutions that enable clients to address key risks and opportunities. We were also pleased to be named one of Barron’s most sustainable companies and to be included on Newsweek’s list of most responsible companies, among other awards.

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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 C 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 2025 Proxy Statementiii

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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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Board Independence, Composition 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 backgrounds, experience, continuity and refreshment helps the Board most effectively serve the Company and its stockholders. The average tenure of our Board members is 7.9 years. 30% of our Board nominees are female and 30% are ethnically or racially diverse.

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 2025 Proxy Statementv

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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 2024, 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:

ABM Industries Incorporated 2025 Proxy Statementvii

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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 79% of our other named executive officers’ (“NEOs”) compensation is at risk.

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