7 unchanged sentences
Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, 2022.
−Removed: The Company acquired Able on September 30, 2021.
−Removed: Management excluded Able from its assessment of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2021.
−Removed: 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
5 unchanged sentences
There were no other changes in our internal control over financial reporting during the fiscal year 2022 identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: As a result of the Pandemic, many of our office-based employees began working remotely in March 2020.
−Removed: This change to the working environment did not have a material effect on our internal controls over financial reporting during the fiscal year 2021.
−Removed: We are continually monitoring and assessing the impact of the Pandemic and the resulting changes to our working environment on our internal controls over financial reporting.
OTHER INFORMATION.
4 unchanged sentences
Issuers must also file a notice with the SEC if any disclosable activity under ITRA has been included in an annual or quarterly report.
−Removed: The Company recently discovered that one of its U.K.
−Removed: subsidiaries had been providing aircraft cleaning services to Iran Air since April 2020.
−Removed: subsidiary terminated its relationship with Iran Air on August 30, 2021.
−Removed: The aggregate amount of payments received by the U.K.
−Removed: subsidiary in return for its services was approximately GBP 64,000, and the aggregated profits were GBP 6,400.
−Removed: The Company has submitted a preliminary self-disclosure and investigation report of the U.K.
−Removed: subsidiary’s transactions with the U.S.
+Added: In the fourth quarter of fiscal year 2021, the Company discovered that one of its UK subsidiaries had been providing aircraft cleaning services to Iran Air since April 2020.
+Added: The UK subsidiary terminated its relationship with Iran Air on August 30, 2021.
+Added: The aggregate amount of payments received by the UK subsidiary in return for its services was approximately GBP 64,000, and the aggregated profits were GBP 6,400.
+Added: The Company submitted a preliminary self-disclosure and investigation report of the UK subsidiary’s transactions with the U.S.
Treasury Department Office of Foreign Assets Control (“OFAC”).
−Removed: 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.
−Removed: The Company is also in the process of reviewing and developing enhanced controls, procedures, and other measures to ensure compliance with applicable law.
+Added: On March 30, 2022, OFAC issued to the Company a cautionary letter indicating that OFAC is not pursuing any civil monetary penalties or other enforcement action against the Company.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
3 unchanged sentences
Our 2023 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the conclusion of our fiscal year ended October 31, 2022.
−Removed: O n April 19, 2021, we filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.
+Added: O n March 25, 2022, we filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.
Code of Business Conduct
10 unchanged sentences
PRINCIPAL ACCOUNTING FEES AND SERVICES.
−Removed: Information with respect to our Audit Committee’s pre-approval policy for audit services and our principal accounting fees and services required by this Item will be set forth under the caption “Audit-Related Matters” in our 2022 Proxy Statement and is incorporated herein by reference.
+Added: Information with respect to our Audit Committee’s pre-approval policy for audit services performed by KPMG LLP (PCAOB ID 185 ) and our principal accounting fees and services required by this Item will be set forth under the caption “Audit-Related Matters” in our 2023 Proxy Statement and is incorporated herein by reference.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
13 unchanged sentences
(in millions) Balance
−Removed: Beginning of Year Additions from Able Acquisition Charges to
+Added: Beginning of Year Additions from Acquisitions Charges to
Costs and Expenses Write-offs (1) / Allowance Taken
14 unchanged sentences
8-K 001-08929 2.1 July 14, 2017
−Removed: 2.2 Purchase Agreement, dated August 25, 2021, among Crown Building Maintenance Co., Crown Energy Services, Inc.
−Removed: , ABM Industries Incorporated and the sellers and sellers’ representative party thereto
+Added: 2.2 Purchase Agreement, dated August 25, 2021, among Crown Building Maintenance Co., Crown Energy Services, Inc., ABM Industries Incorporated and the sellers and sellers’ representative party thereto
8-K 001-08929 2.1 August 25, 2021
+Added: 2.3 Agreement and Plan of Merger, dated August 17, 2022, by and among ABM Industries Incorporated, RavenVolt Merger Sub, Inc., RavenVolt, Inc.
+Added: and Jonathan Hinton, as shareholders’ representative
+Added: 8-K 001-08929 2.1 August 18, 2022
3.1 Restated Certificate of Incorporation of ABM Industries Incorporated, dated March 26, 2020
16 unchanged sentences
10-Q 001-08929 10.1 September 9, 2021
+Added: 10.7‡ Fifth Amendment, dated as of November 1, 2022, 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 Subsidiary 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: 10.8‡ LIBOR Transition Amendment, dated as of November 1, 2022, by and among ABM Industries Incorporated, a Delaware corporation, the Designated Borrowers identified on the signature pages thereto, the Subsidiary Guarantors identified on the signature pages thereto, the Lenders identified on the signature pages thereto and Bank of America, N.A., as administrative agent
10.9* ABM Executive Retiree Healthcare and Dental Plan
20 unchanged sentences
10-Q 001-08929 10.1 June 9, 2021
+Added: 10.20*‡ Statement of Terms and Conditions Applicable to Awards Granted to UK Employees Pursuant to the 2021 Equity and Incentive Compensation Plan
+Added: 10.21* Statement of Terms and Conditions Applicable to Awards Granted to Employees Pursuant to the 2021 Equity and Incentive Compensation Plan, for Awards Granted on or after January 1, 2022
+Added: 10-Q 001-08929 10.1 March 9, 2022
10.22* 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: 10.20* Statement of Terms and Conditions Applicable to Awards Granted to Non-Employee Directors P ursuant to the 2021 Equity and Incentive Compensation Plan
+Added: 10.24* Statement of Terms and Conditions Applicable to Awards Granted to Non-Employee Directors Pursuant to the 2021 Equity and Incentive Compensation Plan
10-Q 008-08929 10.2 June 9, 2021
1 unchanged sentence
10-K 001-08929 10.18 December 20, 2019
+Added: 10.26* Form of Restricted Stock Unit Agreement for Employees – 2021 Equity and Incentive Compensation Plan
+Added: 10-Q 001-08929 10.2 March 9, 2022
10.27* Form of Performance Share Agreement - 2006 Equity Plan
10-K 001-08929 10.19 December 20, 2019
+Added: 10.28* Form of Performance Share Agreement for Employees - 2021 Equity and Incentive Compensation Plan
+Added: 10-Q 001-08929 10.3 March 9, 2022
10.29* Executive Stock Option Plan (aka Age-Vested Career Stock Option Plan), as amended and restated June 4, 2012
14 unchanged sentences
10-Q 001-08929 10.1 March 7, 2018
−Removed: 10.31* Change in Control Agreement, dated as of November 1, 2017, by and between ABM Industries Incorporated and Scott Giacobbe
−Removed: 10-Q 001-08929 10.2 March 7, 2018
10.37* Amendment to Executive Employment Agreement, dated as of November 1, 2017, by and between ABM Industries Incorporated and Scott Giacobbe
20 unchanged sentences
10-Q 001-08929 10.3 June 9, 2021
+Added: 10.48* Senior Executive Severance Pay Policy, as amended and restated March 7, 2011
+Added: 10-Q 001-08929 10.4 March 9, 2022
21.1‡ Subsidiaries of the Registrant
43 unchanged sentences
/s/ Donald F.
−Removed: Colleran /s/ Art A.
−Removed: Colleran, Director Art A.
−Removed: Garcia, Director
+Added: Colleran /s/ James D.
+Added: Colleran, Director James D.
+Added: DeVries, Director
December 21, 2022 December 21, 2022
−Removed: /s/ Thomas M.
−Removed: Gartland /s/ Jill M.
−Removed: Gartland, Director Jill M.
−Removed: Golder, Director
+Added: Garcia /s/ Thomas M.
+Added: Garcia, Director Thomas M.
+Added: Gartland, Director
December 21, 2022 December 21, 2022
−Removed: /s/ Winifred M.
+Added: Golder /s/ Winifred M.
+Added: Golder, Director Winifred M.
Webb, Director
−Removed: December 22, 2021
+Added: December 21, 2022 December 21, 2022
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.