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 9, 2008
ABM Industries Incorporated
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-8929
|
|
94-1369354 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 551 Fifth Avenue, Suite 300, New York, New York
|
|
10176 |
|
|
|
|
| (Address of principal executive offices)
|
|
(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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
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
(e) On December 9, 2008, the Board approved amendments to the Executive Stock Option Plan (aka
Age-Vested Career Stock Option Plan), as amended and restated as of September 4, 2007, to provide
for accelerated vesting of stock options in the event of a change in control of the Company upon
the terms and conditions set forth therein.
A copy of the Executive Stock Option Plan, as so amended, is filed herewith as Exhibit 10.1 to
this current report and is incorporated herein by reference.
On December 9, 2008, the Board approved amendments to the Statement of Terms and Conditions
Applicable to Options, Restricted Stock, Restricted Stock Units and Performance Shares Granted to
Employees pursuant to the 2006 Equity Incentive Plan (the “Statement of Terms”) to provide that in
the event of a change in control of the Company in which the acquiror assumes the obligations
relating to unvested equity awards granted under such Plan and subsequently terminates an employee
without cause who holds any such unvested awards within the 12-month period following such
change in control, the unvested equity awards would immediately vest upon such termination of
employment and become payable.
A copy of the Statement of Terms, as so amended, is filed herewith as Exhibit 10.2 to this
current report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| 10.1 |
|
Executive Stock Option Plan, as amended December 9, 2008. |
| |
| 10.2 |
|
Statement of Terms and Conditions Applicable to Options,
Restricted Stock, Restricted
Stock Units and Performance Shares Granted to Employees pursuant to the 2006 Equity Incentive Plan, as amended
December 9, 2008. |