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): May 17, 2023
AECOM
(Exact name of Registrant as specified in its charter)
| Delaware | | 0-52423 | | 61-1088522 |
| (State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| 13355 Noel Road | | |
| Dallas, Texas 75240 | | 75240 |
(Address of Principal
Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (972) 788-1000
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | ACM | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 17, 2023, the Board of Directors (the “Board”) of AECOM (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (as so amended and restated, the “Amended Bylaws”), effective as of such date. Among other changes, the Amended Bylaws (i) update the procedures and information requirements for the nomination of persons for election to the Board and the proposal of business to be considered by stockholders, including to address matters relating to the new universal proxy rules set forth in the recently adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (ii) reflect recent amendments to the Delaware General Corporation Law, including to clarify certain procedures relating to stockholder meetings, and (iii) make certain other administrative, clarifying and conforming changes.
The foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the complete text of the Amended Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | AECOM |
| | |
| Dated: May 19, 2023 | By: | /s/ David Y. Gan |
| | | David Y. Gan |
| | | Executive Vice President, Chief Legal Officer |
