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): July 15, 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
of incorporation)
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(Commission File
Number)
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(IRS Employer
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) |
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| Registrant’s telephone
number, including area code (212) 297-0200
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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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Amended and Restated Employment Agreement with Henrik C. Slipsager
On July 15, 2008, ABM Industries Incorporated (the “Company”) entered into an Amended and
Restated Employment Agreement (the “Amended Employment Agreement”) with Henrik C. Slipsager, the
Company’s President and Chief Executive Officer. The Amended Employment Agreement amends, extends
and restates Mr. Slipsager’s prior employment agreement, dated June 7, 2005, which was scheduled to
expire on October 31, 2008. The initial term of the Amended Employment Agreement will expire on
October 31, 2013, and the term will automatically renew for consecutive one-year terms unless the
Company provides notice not to renew. Mr. Slipsager’s initial base salary under the Amended Employment Agreement will continue to be his current annual base salary
of $765,000. In addition, under the terms of the Amended Employment Agreement, Mr. Slipsager is
eligible for an annual bonus of up to 180% of his base salary, based on performance. Mr. Slipsager
will also be entitled to receive fringe benefits as normally provided to executives of the Company
and certain post-employment health insurance assistance payments.
If Mr. Slipsager’s employment is terminated by the Company without “Just Cause” (as defined in
the Amended Employment Agreement), Mr. Slipsager will be entitled to receive two times the sum of
his base salary and target bonus, payable in equal installments in accordance with the Company’s
normal payroll practice during the 24 month period following the termination of employment, and a
lump sum payment equal to a pro-rated portion of his annual bonus for the year of termination. The
terms of the Amended Employment Agreement provide that upon the termination of Mr. Slipsager’s
employment for any reason, he will refrain from competing with, or soliciting the employees or
customers of the Company for one year following the termination of employment.
In addition, certain provisions were included in the Amended Employment Agreement to reflect
changes required to comply with the provisions of Sections 409A and 162(m) of the Internal Revenue
Code.
A copy of the Amended Employment Agreement is filed herewith as Exhibit 10.1 to this current
report and is incorporated herein by reference.
Amended and Restated Severance Agreement with Henrik C. Slipsager
On July 15, 2008, the Company entered into an Amended and Restated Severance Agreement (the
“Amended Severance Agreement”) with Mr. Slipsager, which amends and restates Mr. Slipsager’s prior
severance agreement, dated December 13, 2005, to reflect changes required to comply with the
provisions of Sections 409A and 162(m) of the Internal Revenue Code.
A copy of the Amended Severance Agreement is filed herewith as Exhibit 10.2 to this current
report and is incorporated herein by reference.