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 3, 2011
AECOM TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware |
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1-33447 |
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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.) |
555 South Flower Street, Suite 3700
Los Angeles, California 90071
(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 5.02. Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officers.
By letter dated March 3, 2011 to the Chairman of the Board of Directors of AECOM Technology Corporation (the “Company”), Norman Y. Mineta resigned from his position as a director of the Company, effective following the Company’s 2011 annual meeting of stockholders (the “Annual Meeting”) held on March 3, 2011. Mr. Mineta is past the age of retirement under the Company’s director retirement policy and has chosen to retire from the Company’s Board of Directors prior to the end of his current term. A copy of Mr. Mineta’s resignation letter is attached hereto as Exhibit 17.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on March 3, 2011. The stockholders considered six proposals, each of which is described in more detail in the Company’s definitive proxy statement dated January 21, 2011 and filed with the U.S. Securities and Exchange Commission. Results of votes with respect to the proposals submitted at the Annual Meeting are set forth below.
Proposal 1: Election of three Class III Directors to the Company’s Board of Directors to serve until the Company’s 2014 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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Francis S. Y. Bong |
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87,981,424 |
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2,524,312 |
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S. Malcolm Gillis |
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86,300,258 |
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4,205,477 |
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Robert J. Routs |
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83,381,294 |
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7,124,441 |
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Broker Non-Votes: 9,810,702
Proposal 2: Ratification of the appointment of the firm of Ernst & Young LLP as the Company’s auditors for the fiscal year ending September 30, 2011:
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FOR |
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AGAINST |
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ABSTAIN |
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98,488,689 |
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1,208,986 |
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618,762 |
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Broker Non-Votes: 0
Proposal 3: Approval of the amendment and restatement of the Company’s Certificate of Incorporation to increase the number of authorized shares:
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FOR |
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AGAINST |
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ABSTAIN |
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87,529,850 |
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12,197,348 |
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589,238 |
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Broker Non-Votes: 0
Proposal 4: Approval of the performance goals under the Amended and Restated AECOM Technology Corporation 2006 Stock Incentive Plan:
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FOR |
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AGAINST |
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ABSTAIN |
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56,298,978 |
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33,605,891 |
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600,866 |
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Broker Non-Votes: 9,810,702
Proposal 5: Approval, by non-binding vote, of the Company’s executive compensation:
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FOR |
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AGAINST |
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ABSTAIN |
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54,209,929 |
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34,278,966 |
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2,016,840 |
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Broker Non-Votes: 9,810,702
Proposal 6: Recommendation, by non-binding vote, of the frequency of stockholder advisory votes on the Company’s executive compensation:
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3 YRS |
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2 YRS |
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1 YR |
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ABSTAIN |
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41,864,518 |
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555,660 |
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47,451,193 |
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634,363 |
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Broker Non-Votes: 9,810,702
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Item 9.01 |
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Financial Statements and Exhibits. | |
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(d) Exhibits | |
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17.1 Norman Y. Mineta Director Resignation Letter, dated March 3, 2011 |
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 TECHNOLOGY CORPORATION | |
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Dated: March 9, 2011 |
By: |
/s/ DAVID Y. GAN |
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David Y. Gan |
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Vice President, Assistant General Counsel |