8-K
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
Date of Report (Date of earliest event reported): December 30, 2008
ABM Industries Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8929
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94-1369354 |
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| (State or other jurisdiction
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(Commission File
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(IRS Employer |
| of incorporation)
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Number)
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Identification No.) |
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| 551 Fifth Avenue, Suite 300, New York, New York
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10176 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s
telephone number, including area code (212) 297-0200
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Form of Change in Control Agreement with Henrik C. Slipsager, President and Chief Executive
Officer , James S. Lusk, Executive Vice President and Chief Financial Officer, James P. McClure,
Executive Vice President, and Steven M. Zaccagnini, Executive Vice President
On December 30, 2008, the Company entered into a Change in Control Agreement (the
“Agreement”) with each Executive. The Agreement amends and restates each Executive’s prior
severance agreement (1) with respect to Messrs. Lusk, McClure and Zaccagnini, to reflect changes
required to comply with the provisions of Sections 409A and 162(m) of the Internal Revenue Code,
and (2) with respect to each Executive, to amend the definition of “Cause” set forth in the Change
in Control Agreement. Mr. Slipsager’s prior severance agreement had been amended in July 2008 to
reflect changes required to comply with Sections 409A and 162(m). A copy of the form of the Change
in Control Agreement is filed herewith as Exhibit 10.1 to this current report and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| 10.1 |
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Form of Amended and Restated Executive Change in Control Agreement. |
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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| Dated: December 31, 2008 |
By: |
/s/ Sarah H. McConnell
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Sarah H. McConnell |
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Senior Vice President and
General Counsel |
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EXHIBIT INDEX
| 10.1 |
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Form of Amended and Restated Executive Change in Control Agreement. |