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 26, 2026 (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 visiting www.virtualshareholdermeeting.com/ABM2026. 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 at www.virtualshareholdermeeting.com/ABM2026.

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 at www.virtualshareholdermeeting.com/ABM2026.

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 2026 Proxy Statementi

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ABM’s Business Highlights and Accomplishments in Fiscal Year 2025

ABM’s 2025 Achievements

We delivered record revenue of $8.7 billion, representing a 4.6% increase over the prior year, driven by 3.8% organic growth and the remainder from acquisitions. Growth was led by our Technical Solutions segment, up 10% organically on strong microgrid and mission-critical infrastructure demand. Our Aviation segment increased 8% organically driven by healthy travel markets and new contract wins. Our Manufacturing & Distribution segment grew 4%, supported by new clients and expansions in technology and eCommerce markets, while our Business & Industry and Education segments each delivered 2% growth, demonstrating resilience in a challenging macroeconomic environment.

We generated net income of $162.4 million, adjusted net income of $215.8 million, and adjusted EBITDA of $496.6 million(1). These results reflect higher segment operating earnings and the benefits of disciplined cost management and restructuring actions, partially offset by higher interest expense and continued investments to support long-term growth initiatives.

We generated full year operating cash flow of $234.4 million and free cash flow of $155.1 million(1). Cash flow improved meaningfully in the second half of the year as execution of our enterprise resource planning (“ERP”) implementation stabilized and working capital performance normalized, reflecting the strength of our asset-light business model.

We returned significant capital to stockholders while continuing to invest in the business. During fiscal year 2025, we repurchased $121.3 million of common stock, reducing our outstanding share count by approximately 4%, and paid dividends totaling approximately $66 million. Subsequent to year-end, our Board of Directors approved a 9% increase to the quarterly dividend, extending ABM’s record to 58 consecutive years of annual dividend increases. ABM remains one of a small group of public companies who have raised their annual dividend for over 50 consecutive years, recognized as “Dividend Kings.”

We achieved record new sales bookings of $1.9 billion in fiscal 2025, reflecting strong demand across our end markets and the continued success of our technology-enabled and integrated solutions.

We continued to execute against our transformation initiatives in fiscal 2025. We made significant progress advancing our ERP implementation across our Business & Industry and Manufacturing & Distribution segments following the successful rollout in our Education segment, improved data visibility and operational processes, and invested in artificial intelligence-enabled tools to enhance pricing, request-for-proposal efficiency, workforce management, and client outcomes. We also launched a new brand platform titled “Driving possibility, together.” to reflect ABM’s evolution as a technology-enabled, solutions-focused partner.

We released our 2024 Corporate Responsibility Report. The report highlights progress on the Company’s long-term goals and solutions that are designed to enable clients to address key risks and opportunities. We were also pleased to be included on Newsweek’s list of most responsible companies, among other awards.

(1)

Adjusted net income, adjusted EBITDA, 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.

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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.

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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:

ABM Industries Incorporated 2026 Proxy Statementv

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 regularly assesses its collective skills, experience and perspectives. The Board and the Governance Committee believe that its current 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 7.6 years. 33% of our Board nominees are female and 25% 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 3 of this Proxy Statement.

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ABM Industries Incorporated 2026 Proxy Statementvii

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

• Establish Rigorous and Fair Incentive Plan Goals Annually

• 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 2025, 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 89% of our CEO’s compensation is at risk. An average of approximately 77% of our other named executive officers’ (“NEOs”) compensation is at risk.

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