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):  April 20, 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 1.01.                                     Entry into a Material Definitive Agreement.

 

On April 21, 2011, AECOM Technology Corporation (the “Company”) entered into a one-year renewal of the existing consulting agreement (the “Agreement”) with Richard G. Newman, Chairman of the Board of Directors of the Company.  The term of the renewal commenced effective as of April 1, 2011.  Pursuant to the terms of the Agreement, Mr. Newman will continue to work with the Company on a number of projects in a consulting capacity, including mergers and acquisitions.

 

The description set forth above is qualified in its entirety by the Agreement, a copy of which is filed as an exhibit to this report and is incorporated by reference herein.

 

Item 5.02.                                     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On April 25, 2011, the Company announced the following transitions, to be effective as of October 1, 2011:

 

·                                          President and Chief Executive Officer John M. Dionisio will become Chairman of the Board and Chief Executive Officer;

·                                          Chairman of the Board Richard G. Newman will become Chairman Emeritus;

·                                          Executive Vice President, Chief Financial Officer Michael S. Burke will become President;

·                                          Executive Vice President, Chief Corporate Officer Jane A. Chmielinski will become Chief Operating Officer and President of the Americas; and

·                                          Senior Vice President, Finance Stephen M. Kadenacy will become Executive Vice President, Chief Financial Officer.

 

A copy of the press release is attached to this report as Exhibit 99.1.

 

Item 9.01.                                      Financial Statements and Exhibits.

 

(d)  Exhibits

 

10.1                               Consulting Agreement, dated as of April 21, 2011, between Richard G. Newman and AECOM Technology Corporation.

99.1                               Press Release, dated April 25, 2011, announcing AECOM’s executive transitions.

 

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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: April 25, 2011

 

By:

/s/ DAVID Y. GAN

 

 

 

David Y. Gan

 

 

 

Vice President, Assistant General Counsel

 

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EXHIBIT INDEX

 

Exhibits

 

10.1                           Consulting Agreement, dated as of April 21, 2011, between Richard G. Newman and AECOM Technology Corporation.

99.1                           Press Release, dated April 25, 2011, announcing AECOM’s executive transitions.

 

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Exhibit 10.1

 

GRAPHIC

 

 

John M. Dionisio

213.593.8000

tel

 

 

President and CEO

213.593.8730

fax

 

 

 

 

 

 

 

 

 

AECOM

 

 

 

555 South Flower Street, 37th Floor

 

 

 

Los Angeles, California 90071-2300

 

 

 

www.aecom.com

 

March 28, 2011

 

Richard G. Newman

Horne Consulting, LLC

2024 La Mesa Drive

Santa Monica, CA 90402

 

 

Dear Dick,

 

 

I am writing to inform you that we would like to renew the term of your consulting agreement, dated May 4, 2010, with AECOM for an additional year.  The term of the agreement will be extended from April 1, 2011 to March 31, 2012, and may be further extended annually upon mutual written agreement.  The terms and conditions of your consulting arrangement for the additional year will remained unchanged from those in your prior consulting agreement.  However, AECOM no longer will be responsible for payment of executive life insurance premiums on your behalf.

 

If you agree to these terms, please sign and date this letter in the space indicated below.

 

I look forward to the opportunity to continue working together.

 

 

Sincerely,

 

 

 

 

 

 

 

 

/s/ John M. Dionisio

 

 

John M. Dionisio

 

 

President and CEO

 

 

 

 

AGREED AND ACCEPTED:

 

 

Horne Consulting, LLC

 

 

By:

/s/ Richard G. Newman

 

Date: April 21, 2011

Title:

Member

 

 

 

 

 

 

 

 

 

 

By:

/s/ Richard G. Newman

 

Date: April 21, 2011

Name:

Richard G. Newman,

 

 

 

as an individual

 

 

 


Exhibit 99.1

 

GRAPHIC

 

 

For Immediate Release

 

 

 

 

 

 

NR 11-0407

 

 

 

 

 

 

 

 

 

 

GRAPHIC

 

 

Contact:

Paul Gennaro

 

 

 

SVP & Chief Communications Officer

 

 

 

 

212.973.3167

 

 

 

 

Paul.Gennaro@aecom.com

 

 

AECOM appoints John M. Dionisio chairman of board

 

Burke named president, Chmielinski named COO, Kadenacy named CFO

 

LOS ANGELES (April 25, 2011) — AECOM Technology Corporation (NYSE: ACM), a leading provider of professional technical and management support services for government and commercial clients around the world, announced today that John M. Dionisio has been appointed chairman of the Board of Directors, succeeding Richard G. Newman, effective Oct. 1, 2011.  Dionisio will continue to serve as chief executive officer (CEO) of AECOM.

 

Dionisio, who has served as president and CEO since 2005, has been with the company since 1971.  Newman will continue to serve as a member of AECOM’s Board of Directors, in the role of chairman emeritus.

 

“On behalf of the AECOM Board of Directors, I am pleased to announce John’s appointment as chairman,” said Newman.  “As our president and CEO, he has successfully advanced AECOM’s growth strategy — significantly expanding our service offerings and markets, growing our global footprint and delivering superior business results.”

 

Since 2005, AECOM has grown its annual gross revenue from $2.4 billion to approximately $7 billion, increased its workforce from nearly 28,000 to approximately 45,000 employees, and expanded its global footprint to more than 125 countries.  The company has also completed more than 30 acquisitions.

 

“AECOM is well positioned to capitalize on new growth opportunities across our end markets and around the world,” said Dionisio.  “I am honored to be appointed chairman, and I look forward to continuing to work with the board, and our management team, to advance our global growth strategy.”

 

The company also announced that Michael S. Burke has been appointed president, and Jane A. Chmielinski has been appointed chief operating officer and president of the Americas, effective Oct. 1, 2011.  Burke, who joined the company in 2005, was named chief financial officer (CFO) in 2006.  Chmielinski joined the company in 1993 and has served as executive vice president in charge of Americas operations, and chief corporate officer, since 2009.

 

Additionally, Stephen M. Kadenacy, who joined AECOM in 2008 as senior vice president, Finance, will succeed Burke as executive vice president and CFO, effective Oct. 1, 2011.

 

“We are fortunate to have a strong executive management team that includes dynamic leaders such as Mike, Jane and Steve,” Dionisio said.  “Our ability to promote from within speaks to our commitment to grow and develop our staff at all levels, including our senior leaders.  Looking forward, we are excited by the opportunities on the horizon for AECOM’s 45,000 people around the world.”

 

—more—

 



 

About AECOM

AECOM is a global provider of professional technical and management support services to a broad range of markets, including transportation, facilities, environmental, energy, water and government.  With approximately 45,000 employees around the world, AECOM is a leader in all of the key markets that it serves.  AECOM provides a blend of global reach, local knowledge, innovation and technical excellence in delivering solutions that create, enhance and sustain the world’s built, natural, and social environments.  A Fortune 500 company, AECOM serves clients in more than 125 countries and had revenue of $7.0 billion during the 12 months ended Dec. 31, 2010.  More information on AECOM and its services can be found at www.aecom.com.

 

Forward-Looking Statements: All statements in this press release other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, statements of plans for future operations or expected revenue.  Actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in our quarterly report on Form 10-Q for the fiscal quarter ended Dec. 31, 2010, and our other reports filed with the U.S. Securities and Exchange Commission.  AECOM does not intend, and undertakes no obligation, to update any forward-looking statement.

 

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