7 unchanged sentences
Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, 2021.
+Added: The Company acquired Able on September 30, 2021.
+Added: Management excluded Able from its assessment of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2021.
+Added: Able represented approximately 4.4% of the Company’s total consolidated assets (excluding goodwill and intangibles, which are included within the scope of the assessment) and 1.6% of total consolidated revenues, as of and for the year ended October 31, 2021.
Audit Report on Internal Controls over Financial Reporting of the Registered Public Accounting Firm
9 unchanged sentences
OTHER INFORMATION.
−Removed: Not applicable.
+Added: Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act
+Added: Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRA”), effective August 10, 2012, added a new subsection (r) to Section 13 of the Exchange Act, which requires issuers that file periodic reports with the SEC to disclose in their annual and quarterly reports whether, during the reporting period, they or any of their “affiliates” (as defined in Rule 12b-2 under the Exchange Act) have knowingly engaged in specified activities or transactions relating to Iran, including activities not prohibited by U.S.
+Added: law and conducted outside the United States by non-U.S.
+Added: affiliates in compliance with applicable laws.
+Added: Issuers must also file a notice with the SEC if any disclosable activity under ITRA has been included in an annual or quarterly report.
+Added: The Company recently discovered that one of its U.K.
+Added: subsidiaries had been providing aircraft cleaning services to Iran Air since April 2020.
+Added: subsidiary terminated its relationship with Iran Air on August 30, 2021.
+Added: The aggregate amount of payments received by the U.K.
+Added: subsidiary in return for its services was approximately GBP 64,000, and the aggregated profits were GBP 6,400.
+Added: The Company has submitted a preliminary self-disclosure and investigation report of the U.K.
+Added: subsidiary’s transactions with the U.S.
+Added: Treasury Department Office of Foreign Assets Control (“OFAC”).
+Added: The Company intends to fully cooperate with OFAC in its review of this matter and does not currently expect that OFAC’s review will have a material adverse effect on the Company.
+Added: The Company is also in the process of reviewing and developing enhanced controls, procedures, and other measures to ensure compliance with applicable law.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
3 unchanged sentences
Our 2022 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the conclusion of our fiscal year ended October 31, 2021.
−Removed: O n April 13, 2020, w e filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.
+Added: O n April 19, 2021, we filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.
Code of Business Conduct
17 unchanged sentences
Consolidated Balance Sheets at October 31, 20 2 1 and 20 20
−Removed: Consolidated Statements of Comprehensive (Loss) Income for the Years Ended October 31, 2020, 2019,
+Added: Consolidated Statements of Comprehensive Income (Loss) for the Years Ended October 31, 20 2 1 , 20 20 , and 2019
Consolidated Statements of Stockholders’ Equity for the Years Ended October 31, 20 2 1 , 20 20 , and 201 9
6 unchanged sentences
(in millions) Balance
−Removed: Beginning of Year Charges to
+Added: Beginning of Year Additions from Able Acquisition Charges to
Costs and Expenses Write-offs (1) / Allowance Taken
14 unchanged sentences
8-K 001-08929 2.1 July 14, 2017
+Added: 2.2 Purchase Agreement, dated August 25, 2021, among Crown Building Maintenance Co., Crown Energy Services, Inc.
+Added: , ABM Industries Incorporated and the sellers and sellers’ representative party thereto
+Added: 8-K 001-08929 2.1 August 25, 2021
3.1 Restated Certificate of Incorporation of ABM Industries Incorporated, dated March 26, 2020
3 unchanged sentences
4.1 Description of Registrant’s Securities
−Removed: 10.1 Shareholders’ Agreement, dated September 1, 2017, among ABM Industries Incorporated, Thomas H.
−Removed: Lee Equity Fund VII, L.P., Thomas H.
−Removed: Lee Parallel Fund VII, L.P., Thomas H.
−Removed: Lee Parallel (Cayman) Fund VII, L.P., THL Executive Fund VII, L.P., THL Fund VII Coinvestment Partners, L.P., Broad Street Principal Investments Holdings, L.P., Bridge Street 2015, L.P., MBD 2015, L.P., Stone Street 2015, L.P., 2015 Employee Offshore Aggregator, L.P., and Goldman Sachs & Co.
−Removed: 8-K 001-08929 10.1 September 8, 2017
+Added: 10-K 001-08929 4.1 December 17, 2020
10.1 Credit Agreement, dated as of September 1, 2017, by and among ABM Industries Incorporated, a Delaware corporation, certain subsidiaries of ABM Industries Incorporated from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent
8 unchanged sentences
10-Q 001-08929 10.1 June 18, 2020
+Added: 10.6 Fourth Amendment, dated as of June 28, 2021, to the Credit Agreement dated September 1, 2017, by and among ABM Industries Incorporated, a Delaware corporation, the Designated Borrowers identified on the signature pages thereto, the Guarantors identified on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as administrative agent
+Added: 10-Q 001-08929 10.1 September 9, 2021
10.7* ABM Executive Retiree Healthcare and Dental Plan
6 unchanged sentences
10-K 001-08929 10.9 December 21, 2018
−Removed: 10.11* ABM Executive Officer Incentive Plan, as amended and restated June 3, 2008
−Removed: 10-Q 001-08929 10.6 September 8, 2008
10.11* 2006 Equity Incentive Plan, as amended and restated March 7, 2018
8-K 001-08929 10.1 March 8, 2018
−Removed: 10.13* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units and Performance Shares Granted to Employees Pursuant to the 2006 Equity Incentive Plan, as amended and restated December 9, 2013
−Removed: 8-K 001-08929 10.1 December 12, 2013
+Added: 10.12* ABM Industries Incorporated 2021 Equity and Incentive Compensation Plan
+Added: 8-K 001-08929 10.1 March 26, 2021
10.13* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units , and Performance Shares Granted to Employees Pursuant to the 2006 Equity Incentive Plan, for Awards Granted on or after March 4, 2015
3 unchanged sentences
10.15* 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, for Awards Granted on July 14, 2020
+Added: 10-K 001-08929 10.16 December 17, 2020
10.16* 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, for Awards Granted with a Two-Year Vesting Schedule
−Removed: 10.18* Statement of Terms and Conditions Applicable to Options, Restricted Stock and Restricted Stock Units Granted to Directors Pursuant to the 2006 Equity Incentive Plan, as amended and restated December 9, 2013
10-K 001-08929 10.17 December 17, 2020
+Added: 10.17* Statement of Terms and Conditions Applicable to Awards Granted to Employees Pursuant to the 2021 Equity and Incentive Compensation Plan
+Added: 10-Q 001-08929 10.1 June 9, 2021
10.18* Statement of Terms and Conditions Applicable to Options, Restricted Stock , and Restricted Stock Units Granted to Directors Pursuant to the 2006 Equity Incentive Plan, for Awards Granted on or after March 4, 2015
2 unchanged sentences
10-Q 001-08929 10.2 March 5, 2020
−Removed: 10.21* Statement of Terms and Conditions Applicable to Restricted Stock Units Granted Pursuant to the 2006 Equity Incentive Plan to Directors Who Elect to Relinquish Their Benefits Effective November 1, 2006, as amended and restated September 8, 2010
−Removed: 10-K 001-08929 10.13 December 23, 2010
−Removed: 10.22* Form of Non-Qualified Stock Option Agreement - 2006 Equity Plan
+Added: 10.20* Statement of Terms and Conditions Applicable to Awards Granted to Non-Employee Directors P ursuant to the 2021 Equity and Incentive Compensation Plan
10-Q 008-08929 10.2 June 9, 2021
21 unchanged sentences
10-Q 001-08929 10.2 March 7, 2018
−Removed: 10.34* Amended and Restated Executive Employment Agreement, dated as of September 22, 2017, by and between ABM Industries Incorporated and D.
−Removed: Anthony Scaglione
−Removed: 10-K 001-08929 10.33 December 22, 2017
−Removed: 10.35* Amended and Restated Change in Control Agreement, dated as of September 22, 2017, by and between ABM Industries Incorporated and D.
−Removed: Anthony Scaglione
−Removed: 10-K 001-08929 10.34 December 22, 2017
+Added: 10.32* Amendment to Executive Employment Agreement, dated as of November 1, 2017, by and between ABM Industries Incorporated and Scott Giacobbe
+Added: 10-Q 001-08929 10.5 June 9, 2021
+Added: 10.33* Release Agreement, dated as of May 27, 2021, by and between ABM Industries Incorporated and Scott Giacobbe
+Added: 10-Q 001-08929 10.8 June 9, 2021
10.34* Executive Employment Agreement, dated as of January 1, 2018, by and between ABM Industries Incorporated and Rene Jacobsen
8 unchanged sentences
10-K 001-08929 10.35 December 20, 2019
+Added: 10.39* Change in Control Agreement, dated as of February 8, 2020, by and between ABM Industries Incorporated and Joshua H.
+Added: 10-Q 001-08929 10.4 June 9, 2021
+Added: 10.40* Executive Employment Agreement, dated as of November 1, 2020, by and between ABM Industries Incorporated and Earl R.
+Added: 10-Q 001-08929 10.6 June 9, 2021
+Added: 10.41* Change in Control Agreement, dated as of November 30, 2020, by and between ABM Industries Incorporated and Earl R.
+Added: 10-Q 001-08929 10.7 June 9, 2021
+Added: 10.42* Change in Control Agreement, dated as of April 1, 2011, by and between ABM Industries Incorporated and Dean A.
+Added: 10-Q 001-08929 10.3 June 9, 2021
21.1‡ Subsidiaries of the Registrant
30 unchanged sentences
Senior Vice President, Chief Accounting Officer,
−Removed: and Corporate Controller
+Added: Corporate Controller and Treasurer
(Principal Financial Officer) (Principal Accounting Officer)
December 22, 2021 December 22, 2021
−Removed: /s/ Sudhakar Kesavan /s/ LeighAnne G.
−Removed: Sudhakar Kesavan LeighAnne G.
−Removed: Baker, Director
+Added: /s/ Sudhakar Kesavan /s/ Quincy L.
+Added: Sudhakar Kesavan Quincy L.
+Added: Allen, Director
Chairman of the Board and Director December 22, 2021
December 22, 2021
−Removed: /s/ Linda Chavez /s/ Donald F.
−Removed: Linda Chavez, Director Donald F.
−Removed: Colleran, Director
+Added: /s/ LeighAnne G.
+Added: Baker /s/ Linda Chavez
+Added: Baker, Director Linda Chavez, Director
December 22, 2021 December 22, 2021
−Removed: Garcia /s/ Thomas M.
−Removed: Garcia, Director Thomas M.
−Removed: Gartland, Director
+Added: /s/ Donald F.
+Added: Colleran /s/ Art A.
+Added: Colleran, Director Art A.
+Added: Garcia, Director
December 22, 2021 December 22, 2021
−Removed: Golder /s/ Winifred M.
−Removed: Golder, Director Winifred M.
−Removed: Webb, Director
+Added: /s/ Thomas M.
+Added: Gartland /s/ Jill M.
+Added: Gartland, Director Jill M.
+Added: Golder, Director
December 22, 2021 December 22, 2021
+Added: /s/ Winifred M.
+Added: Webb, Director
+Added: December 22, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.