8-K
Aecom (ACM)
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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): February 28, 2025
AECOM
(Exact name of Registrant as specified in its charter)
| Delaware | 0-52423 | 61-1088522 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
| 13355 Noel Road | ||
| --- | --- | |
| Dallas, Texas 75240 | 75240 | |
| (Address of Principal<br><br> Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code:
(972
) 788-1000
Not Applicable
(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 ( see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registeredpursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | ACM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Item 5.07 Submission of Matters to a Vote of SecurityHolders.
At the annual meeting of stockholders of AECOM (the “Company”) held on February 28, 2025 (the “2025 Annual Meeting”), the stockholders considered each of the proposals in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on January 17, 2025. Voting results with respect to each proposal submitted at the 2025 Annual Meeting are set forth below.
Proposal 1: Stockholders elected the following nominees to the Company’s Board of Directors to serve until the Company’s 2026 annual meeting of stockholders and until the election and qualification of their respective successors:
| FOR | AGAINST | ABSTAIN | NON-VOTES | |
|---|---|---|---|---|
| Bradley W. Buss | 96,005,514 | 16,990,495 | 658,744 | 8,742,393 |
| Derek J. Kerr | 112,848,118 | 559,428 | 247,207 | 8,742,393 |
| Kristy Pipes | 104,491,599 | 8,922,890 | 240,264 | 8,742,393 |
| Troy Rudd | 107,070,194 | 6,319,357 | 265,202 | 8,742,393 |
| Douglas W. Stotlar | 111,702,508 | 1,705,257 | 246,988 | 8,742,393 |
| Daniel R. Tishman | 99,612,868 | 13,638,277 | 403,608 | 8,742,393 |
| Sander van ’t Noordende | 105,429,358 | 7,977,140 | 248,255 | 8,742,393 |
| Janet C. Wolfenbarger | 106,961,236 | 6,455,790 | 237,727 | 8,742,393 |
Proposal 2: Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 115,318,651 | 6,816,866 | 261,629 |
Proposal 3: Stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to update the exculpation provision under the Delaware General Corporation Law:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 100,023,412 | 13,379,091 | 252,250 | 8,742,393 |
Proposal 4: Stockholders approved the Company’s executive compensation, on an advisory basis:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 106,936,948 | 6,427,193 | 290,612 | 8,742,393 |
Proposal 5: Stockholders did not approve the proposal regarding the ratification of severance compensation:
| FOR | AGAINST | ABSTAIN | NON-VOTES |
|---|---|---|---|
| 6,754,918 | 106,421,857 | 477,978 | 8,742,393 |
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 thereto duly authorized.
| AECOM | ||
|---|---|---|
| Dated: February 28, 2025 | By: | /s/ David Y. Gan |
| David Y. Gan | ||
| Executive Vice President, Chief Legal Officer |