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)

 

Delaware

 

1-33447

 

61-1088522

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

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:

 

 

 

FOR

 

WITHHELD

 

Francis S. Y. Bong

 

87,981,424

 

2,524,312

 

S. Malcolm Gillis

 

86,300,258

 

4,205,477

 

Robert J. Routs

 

83,381,294

 

7,124,441

 

 

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:

 

FOR

 

AGAINST

 

ABSTAIN

 

98,488,689

 

1,208,986

 

618,762

 

 

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:

 

FOR

 

AGAINST

 

ABSTAIN

 

87,529,850

 

12,197,348

 

589,238

 

 

Broker Non-Votes: 0

 

Proposal 4:  Approval of the performance goals under the Amended and Restated AECOM Technology Corporation 2006 Stock Incentive Plan:

 

FOR

 

AGAINST

 

ABSTAIN

 

56,298,978

 

33,605,891

 

600,866

 

 

Broker Non-Votes: 9,810,702

 

Proposal 5:  Approval, by non-binding vote, of the Company’s executive compensation:

 

2



 

FOR

 

AGAINST

 

ABSTAIN

 

54,209,929

 

34,278,966

 

2,016,840

 

 

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:

 

3 YRS

 

2 YRS

 

1 YR

 

ABSTAIN

 

41,864,518

 

555,660

 

47,451,193

 

634,363

 

 

Broker Non-Votes: 9,810,702

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

 

 

(d) Exhibits

 

 

 

 

 

 

17.1    Norman Y. Mineta Director Resignation Letter, dated March 3, 2011

 

3



 

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 TECHNOLOGY CORPORATION

 

 

 

 

Dated: March 9, 2011

By:

/s/ DAVID Y. GAN

 

 

David Y. Gan

 

 

Vice President, Assistant General Counsel

 

4



 

EXHIBIT INDEX

 

Exhibit

 

 

 

 

 

17.1

 

Norman Y. Mineta Director Resignation Letter, dated March 3, 2011

 

5


Exhibit 17.1

 

March 3, 2011

 

Richard G. Newman

Chairman of the Board

AECOM Technology Corporation

555 S. Flower Street

Suite 3700

Los Angeles, CA 90071

 

Dear Mr. Newman,

 

It has been my pleasure to serve on the Board of Directors of AECOM Technology Corporation.  Effective following the 2011 Annual Meeting of Stockholders on March 3, 2011, I hereby resign my position as a Class II Director.  I wish AECOM continued success.

 

 

Sincerely,

 

 

 

 

 

/s/ Norman Y. Mineta

 

 

 

 

Norman Y. Mineta