UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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| Item 2.02 | Results of Operations and Financial Condition. |
On November 13, 2023, AECOM (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is attached to this report as Exhibit 99.1. Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
AECOM reports its results of operations based on 52 or 53-week periods ending on the Friday nearest September 30, December 31, March 31, and June 30. For clarity of presentation, all periods are presented as if the periods ended on September 30, December 31, March 31, and June 30.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement |
On November 9, 2023, the Board of Directors (the “Board”) of the Company appointed Derek Kerr to the Board. The appointment will be effective on November 16, 2023 and Mr. Kerr will become a member of the Audit Committee of the Board upon his appointment to the Board.
As a non-employee director, Mr. Kerr will be entitled to receive the same compensation paid by the Company to each of its non-employee directors as described under “Directors’ Compensation” in the Company’s definitive proxy statement for its 2023 annual meeting of stockholders filed with the Securities and Exchange Commission on January 30, 2023, which is incorporated herein by reference.
There are no arrangements or understandings between Mr. Kerr and any other person pursuant to which Mr. Kerr was appointed as a director, and Mr. Kerr is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Kerr’s appointment to the Board is attached as Exhibit 99.2 and is incorporated herein by reference.
| Item 8.01 | Other Events |
On November 13, 2023, AECOM announced that its Board of Directors has declared a quarterly cash dividend of $0.22 per share as part of the Company’s ongoing quarterly dividend program. The dividend is payable on January 19, 2024 to stockholders of record as of the close of business on January 4, 2024.
The per share dividend of $0.22 represents a 22% increase from the previous quarterly dividend of $0.18 per share. The declaration and payment of future dividends are subject to the sole discretion of the Board.
The press release announcing the declaration of a cash dividend is attached hereto as Exhibit 99.3 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits |
| 99.1 | Press Release, dated November 13, 2023 entitled “AECOM reports fourth quarter and full year fiscal 2023 results” |
| 99.2 | Press Release, dated November 13, 2023 entitled “AECOM announces appointment of Derek Kerr to its Board of Directors” |
| 99.3 | Press Release, dated November 13, 2023 entitled “AECOM affirms its capital allocation policy, increases share repurchase authorization to $1 billion and increases its quarterly dividend by 22%” |
| 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: November 13, 2023 | By: | /s/ David Y. Gan | |
| David Y. Gan | |||
| Executive Vice President, Chief Legal Officer | |||