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): March 1, 2017
AECOM
(Exact name of Registrant as specified in its charter)
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Delaware |
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0-52423 |
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61-1088522 |
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(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
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of Incorporation) |
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File Number) |
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Identification No.) |
1999 Avenue of the Stars, Suite 2600
Los Angeles, California 90067
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code (213) 593-8000
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):
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-(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))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 3, 2017, AECOM (the “Company”) amended its Certificate of Incorporation to eliminate supermajority voting for business combinations after the Company’s proposal was approved by the Company’s stockholders at its annual meeting of stockholders on March 1, 2017.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on March 1, 2017 (the “2017 Annual Meeting”). The stockholders considered each of the proposals in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 19, 2017. Voting results with respect to each proposal submitted at the 2017 Annual Meeting are set forth below.
Proposal 1 : Election of directors to the Company’s Board of Directors to serve until the Company’s 2018 annual meeting of stockholders and until the election and qualification of their respective successors:
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FOR |
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WITHHELD |
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NON VOTES |
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Michael S. Burke |
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123,074,979 |
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2,737,101 |
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10,504,749 |
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James H. Fordyce |
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98,129,420 |
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27,682,660 |
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10,504,749 |
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Senator William H. Frist |
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125,018,883 |
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793,197 |
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10,504,749 |
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Linda Griego |
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99,516,479 |
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26,295,601 |
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10,504,749 |
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David W. Joos |
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125,030,930 |
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781,150 |
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10,504,749 |
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Dr. Robert J. Routs |
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92,075,834 |
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33,736,246 |
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10,504,749 |
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Clarence T. Schmitz |
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99,882,282 |
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25,929,798 |
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10,504,749 |
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Douglas W. Stotlar |
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125,054,993 |
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757,087 |
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10,504,749 |
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Daniel R. Tishman |
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125,087,446 |
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724,634 |
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10,504,749 |
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Gen. Janet C. Wolfenbarger |
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125,072,028 |
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740,052 |
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10,504,749 |
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Proposal 2 : Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017:
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FOR |
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AGAINST |
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ABSTAIN |
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135,163,240 |
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880,415 |
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273,174 |
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Proposal 3 : Approval of the Company’s Amended and Restated 2016 Stock Incentive Plan:
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FOR |
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AGAINST |
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ABSTAIN |
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NON VOTES |
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114,711,854 |
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10,943,039 |
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157,187 |
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10,504,749 |
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Proposal 4 : Approval of an amendment to the Company’s Certificate of Incorporation to eliminate supermajority voting for business combinations:
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FOR |
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AGAINST |
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ABSTAIN |
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NON VOTES |
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125,391,780 |
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310,626 |
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109,674 |
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10,504,749 |
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Proposal 5 : Frequency of future advisory votes on executive compensation:
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ONE YEAR |
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TWO YEAR |
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THREE YEAR |
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ABSTAIN |
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NON VOTES |
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112,271,154 |
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735,955 |
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12,506,521 |
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298,450 |
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10,504,749 |
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Proposal 6 : Approval of the Company’s executive compensation, on an advisory basis:
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FOR |
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AGAINST |
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ABSTAIN |
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NON VOTES |
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66,011,372 |
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59,201,832 |
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598,876 |
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10,504,749 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Certificate of Amendment to the Company’s Certificate of Incorporation
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.
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AECOM |
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Dated: March 3, 2017 |
By: |
/s/ DAVID Y. GAN |
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David Y. Gan |
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Senior Vice President, Deputy General Counsel |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AECOM
AECOM , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certifies as follows:
FIRST : That the Board of Directors of the Corporation on September 21, 2016 adopted a resolution that declared it advisable and in the best interests of the Corporation to amend the Certificate of Incorporation of the Corporation to eliminate the supermajority voting provision related to business combinations contained in Article Eighth.
SECOND : That, on March 1, 2017, the Corporation’s 2017 annual meeting of stockholders was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment of the Corporation’s Certificate of Incorporation to eliminate the supermajority voting provision related to business combinations contained in Article Eighth.
THIRD : That Article Eighth of the Certificate of Incorporation of the Corporation be amended and restated in its entirety so that, as amended, said Article Eighth shall read as follows
EIGHTH: [Reserved for future use.]
FOURTH: That the aforesaid amendment to the Certificate of Incorporation was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH : That all other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be signed this third day of March, 2017.
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AECOM |
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By |
/s/ David Y. Gan |
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Name: |
David Y. Gan |
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Title: |
Senior Vice President, Deputy General Counsel |