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 13, 2010
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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(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)) |
Item 2.02. Results of Operations and Financial Condition.
On December 15, 2010, ABM Industries Incorporated (the “Company”) issued a press release announcing
financial results related to fiscal year 2010 and the fourth quarter of fiscal year 2010. A copy of
the press release is attached as Exhibit 99.1, which is incorporated into this item by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 13, 2010, the Board of Directors of the Company amended Articles IV, VI and IX of the
Company’s Bylaws (the “Bylaws”) to: (1) provide in Article IV that the organization meeting of
directors and the election of officers relating to the Company’s
annual meeting of stockholders
shall take place in conjunction with the annual meeting of
stockholders; (2) provide in Article VI
that, among other responsibilities, the Company’s chief financial officer is the general manager of
the internal audit function; and (3) amend a provision in the bylaws in Article IX relating to
the handling of lost stock certificates.
The amendments to the Bylaws became effective December 13, 2010. The foregoing description of the
amendments to the Company’s Bylaws is qualified in its entirety by reference to the full text of
the Bylaws, as amended, a copy of which is attached as
Exhibit 3.2 and incorporated into this item by
reference.
Item 8.01. Other Events.
On December 15, 2010, the Company announced that the Board of Directors of the Company declared a
quarterly dividend of $0.14 per share, payable on February 7,
2011 to stockholders of record on
January 6, 2011. A copy of the press release announcing the declaration of the dividend is attached
as Exhibit 99.1, which is incorporated into this item by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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3.2 |
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Bylaws of the Company as amended December 13, 2010 |
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99.1 |
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Press Release issued by ABM Industries Incorporated, dated December 15, 2010, announcing
financial results related to fiscal year 2010 and the fourth quarter of fiscal year 2010, the
declaration of a dividend payable February 7, 2011 to stockholders of record on January 6,
2011, and an Investor Briefing to be held on December 16, 2010. |