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): December 11, 2013

 

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)  On December 11, 2013, AECOM Technology Corporation (the “Company”) announced that its Board of Directors (the “Board”) has named the Company’s President, Michael S. Burke, to succeed John M. Dionisio as Chief Executive Officer of the Company, as part of a planned succession process.  Mr. Dionisio will become Executive Chairman of the Board when Mr. Burke succeeds him as Chief Executive Officer, effective at the Company’s Annual Meeting of Stockholders on March 6, 2014.  Mr. Burke also has been nominated to join the Board at that time.  In order to assist Mr. Burke and the Board with the transition, Mr. Dionisio has agreed to serve as Executive Chairman until March 2015.

 

(c)  Mr. Burke, age 50, was appointed President of the Company in October 2011.  He previously served as Chief Financial Officer from December 2006 to September 2011 and Executive Vice President from May 2006 to December 2006.  Mr. Burke also served as Chief Corporate Officer from May 2006 to January 2009.  He joined AECOM as Senior Vice President, Corporate Strategy, in October 2005.  From 1990 to 2005, Mr. Burke was with the accounting firm KPMG LLP, where he served in various senior leadership positions, most recently as a Western Area Managing Partner from 2002 to 2005 and was a member of KPMG’s Board of Directors from 2000 through 2005.  While on the KPMG Board of Directors, Mr. Burke served as the Chairman of the Board Process and Governance Committee and a member of the Audit and Finance Committee.  Mr. Burke currently serves on the Board of Directors of Rentech, Inc., and is the Chairman of its Audit Committee.  Additionally, Mr. Burke serves on the Board of Directors of Rentech Nitrogen Partners, L.P. and is the Chairman of its Audit Committee.  He also serves on various charitable and community boards.

 

The Company issued a press release on December 11, 2013 announcing Mr. Dionisio’s new role, the appointment of Mr. Burke to his new role and the pending election of Mr. Burke to the Board, all to be effective March 6, 2014.  A copy of the press release is furnished as Exhibit 99.1 to this report.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)  Exhibits

 

99.1                Press Release, dated December 11, 2013, announcing AECOM’s succession plan.

 

2



 

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: December 11, 2013

By:

/s/ DAVID Y. GAN

 

 

David Y. Gan

 

 

Senior Vice President, Assistant General Counsel

 

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EXHIBIT INDEX

 

Exhibit

 

99.1        Press Release, dated December 11, 2013, announcing AECOM’s succession plan.

 

4


Exhibit 99.1

 

For Immediate Release

 

NR 13-1205

 

 

 

 

Press Release

Media Contact:
Paul Gennaro

SVP, Chief Communications Officer

212.973.3167

Paul.Gennaro@aecom.com

Investor Contact:
Paul Cyril

SVP, Financial Planning & Analysis

213.593.8322

Paul.Cyril@aecom.com

 

AECOM Board of Directors names Michael S. Burke to succeed John M. Dionisio as CEO and nominates Burke for election to Board

 

Dionisio to become Executive Chairman, Burke to become CEO effective March 6, 2014

 

LOS ANGELES (Dec. 11, 2013) — AECOM Technology Corporation (NYSE: ACM), a leading provider of professional technical and management support services for public and private clients in more than 140 countries around the world, announced today that its board of directors has elected AECOM President Michael S. Burke, 50, to succeed John M. Dionisio, 65, as chief executive officer (CEO), as part of a planned succession process.  Dionisio will become executive chairman of the board of directors when Burke succeeds him as CEO, and joins AECOM’s board of directors, on March 6, 2014.

 

“On behalf of AECOM’s board of directors, I am pleased to announce Mike’s appointment as CEO,” said Dionisio.  “As president, and in his previous role as CFO, Mike has worked closely with me to shape and drive AECOM’s growth strategy, diversify our service offerings, expand our global footprint and deliver superior business results.

 

“This seamless transition is part of our planned succession process, which enables AECOM to continue to execute our enterprise strategy, while maintaining our commitment to delivering innovative solutions to our clients around the world.”

 

Burke joined AECOM in 2005 and was named chief financial officer in 2006.  He was appointed president of AECOM in October 2011 and has played a key role in the company’s ability to double its workforce, triple its revenue and dramatically expand its technical capabilities and geographic reach during his tenure.

 

“I am extremely honored to lead AECOM and am grateful to John and the board of directors for the privilege to lead the 45,000 AECOM architects, engineers, designers, planners, scientists and management professionals who serve our clients around the world,” said Burke.  “I look forward to working with our talented management team to leverage AECOM’s strengths and leadership in technical excellence, innovation and project delivery to provide world-class service to our clients, professional development opportunities to our staff and incremental value to our stockholders.”

 

Dionisio has been with AECOM since 1971.  In 2005, he was named president and CEO, and in 2011 he was named chairman of the board.  In order to assist Burke and the company’s board of directors through the transition, Dionisio has agreed to serve as executive chairman until March of 2015.

 

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 140 countries and had revenue of $8.2 billion during the 12 months ended Sept. 30, 2013.  More information on AECOM and its services can be found at http://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 statements of plans for future operations.  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 annual report on Form 10-K for the fiscal year ended Sept. 30, 2013, 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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