What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-12-19 compared with 2023-12-18 · 36 added, 19 removed, 207 unchanged (21% of the section changed)

8 unchanged sentences

Audit Report on Internal Controls Over Financial Reporting of the Registered Public Accounting Firm

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting.

1 unchanged sentence

The implementation of several key platforms involves changes in the systems that include internal controls.

During the year ended October, 31 2023, we had a change in our internal control over financial reporting as a result of our implementation of a new ERP for the Education industry group that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The new ERP system for the Education industry group replaced our legacy system in which a significant portion of our business transactions originate, are processed, and recorded.

The rest of our industry groups will transition to our new ERP system over the next several years.

Our new ERP system is intended to provide us with enhanced transactional processing and management tools compared with our legacy system and is intended to enhance internal controls over financial reporting.

We believe our new ERP system will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an important component of our disclosure controls and procedures.

During the year ended October, 31 2023, we had a change in our internal control over financial reporting as a result of our implementation of a new ERP system and key boundary systems for the Education industry group that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

At the start of the year ending October 31, 2025, our Business and Industry and Manufacturing and Distribution industry groups migrated to this new ERP system and boundary systems, replacing our legacy systems in which the majority of our business transactions originate, are processed, and recorded.

The remaining industry groups will transition to our new ERP system and boundary systems over the next two years.

Our new ERP system and boundary systems are intended to provide us with enhanced transactional processing and management tools compared with our legacy systems and are intended to enhance internal controls over financial reporting.

We believe our new ERP system and boundary systems will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an important component of our disclosure controls and procedures.

Although some of the transitions have proceeded to date without material adverse effects, the possibility exists that they could adversely affect our internal controls over financial reporting and procedures.

Other than the change of our ERP system for the Education industry group, there have been no other changes in our internal control over financial reporting during the fiscal year 2023 identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the change of our ERP system and boundary systems for the Education industry group, there have been no other changes in our internal control over financial reporting during the fiscal year 2024 identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

Trading Arrangements

During the quarter ended October 31, 2024, certain of our “officers,” as defined in Rule 16a-1(f) of the Exchange Act, and directors adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, as follows:

Trading Arrangements

Name and Title

Date of Action

Rule 10b5-1 Trading Arrangement 1

Non-Rule 10b5-1 Trading Arrangement

Aggregate Number of Securities to B e Sold

Aggregate Number of Securities to B e Purchased

Raúl Valentín , Executive Vice President and Chief Human Resources Officer

October 15, 2024 X

1,639 shares of common stock

From January 14, 2025, until the earlier of (i) the date when all the shares under the plan are sold and (ii) July 14, 2025

(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

3 unchanged sentences

Our 2025 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the conclusion of our fiscal year ended October 31, 2024.

O n March 29, 2023, we filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

On March 28, 2024, we filed our Annual CEO Certification as required by Section 303A.12 of the NYSE Listed Company Manual.

Code of Business Conduct

27 unchanged sentences

Beginning of Year Additions from Acquisitions Charges to

Costs and Expenses Write-offs (1) / Allowance Taken

Costs and Expenses (1)

Write-offs (2) / Allowance Taken

Accounts receivable and sales allowances

2 unchanged sentences

2022 32.7 1.4 60.6 ( 72.1 ) 22.6

(1) Majority of charges to costs and expenses relates to sales allowance.

(2) Write-offs are net of recoveries.

3 unchanged sentences

Exhibit Filing Date

1.1 Underwriting Agreement, dated March 14, 2018, among ABM Industries Incorporated, Goldman Sachs & Co LLC, and UBS Securities LLC

8-K 001-08929 1.1 March 19, 2018

2.1 Agreement and Plan of Merger, dated July 11, 2017, among GCA Holding Corp., ABM Industries Incorporated, Grade Sub One, Inc., Grade Sub Two, LLC and Thomas H.

38 unchanged sentences

ABM Industries Incorporated 2021 Equity and Incentive Compensation Plan, as amended and restated October 23, 2023

10.13 December 18, 2023

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

9 unchanged sentences

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 October 23, 2023

10.19 December 18, 2023

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

8 unchanged sentences

10-Q 001-08929 10.2 March 9, 2022

Form of Performance Share Agreement - 2006 Equity Plan

10-K 001-08929 10.19 December 20, 2019

Form of Performance Share Agreement for Employees - 2021 Equity and Incentive Compensation Plan

5 unchanged sentences

Deferred Compensation Plan for Executives, amended and restated October 2, 2023

10.29 December 18, 2023

Supplemental Executive Retirement Plan, as amended and restated June 3, 2008

2 unchanged sentences

10-Q 001-08929 10.5 September 8, 2008

Executive Severance Pay Policy, as amended and restated March 7, 2011

10-Q 001-08929 10.1 March 10, 2011

Executive Severance Plan and Summary Plan Description, effective as of June 4, 2024

Amended and Restated Executive Employment Agreement, dated as of September 22, 2017, by and between ABM Industries Incorporated and Scott Salmirs

14 unchanged sentences

10-Q 001-08929 10.4 June 9, 2021

Executive Separation and Release Agreement, dated as of October 31, 2024, by and between ABM Industries Incorporated and Joshua H.

Executive Employment Agreement, dated as of November 1, 2020, by and between ABM Industries Incorporated and Earl R.

2 unchanged sentences

10-Q 001-08929 10.7 June 9, 2021

Change in Control Agreement, dated as of April 1, 2011, by and between ABM Industries Incorporated and Dean A.

10-Q 001-08929 10.3 June 9, 2021

Senior Executive Severance Pay Policy, as amended and restated March 7, 2011

10-Q 001-08929 10.4 March 9, 2022

Insider Trading Policy

21.1‡ Subsidiaries of the Registrant

5 unchanged sentences

ABM Industries Incorporated Amended and Restated Recoupment Policy, effective October 2, 2023

97 December 18, 2023

101.INS ‡ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

50 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures