UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Soliciting Material Pursuant to §240.14a-12 |
AECOM TECHNOLOGY CORPORATION |
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AECOM TECHNOLOGY CORPORATION
555 SOUTH FLOWER STREET, 37th FLOOR
LOS ANGELES, CALIFORNIA 90071
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 27, 2008
Dear AECOM Stockholder:
You are cordially invited to attend our 2008 Annual Meeting of Stockholders which will be held on Wednesday, February 27, 2008 at 9:30 a.m. local time at the Millennium Biltmore Hotel, 506 Grand Avenue, Los Angeles, California 90071.
Only stockholders of record at the close of business on December 31, 2007 can vote at this meeting or any adjournments or postponements that may take place. At the meeting, you will be asked to:
We will also attend to business properly presented at the meeting and any adjournments or postponements of the meeting. The foregoing items of business are more fully described in the proxy statement that is attached to, and a part of, this notice.
The Board of Directors recommends that you vote for all of the proposals.
By order of the Board of Directors, | ||
Stephanie A. Hunter Corporate Secretary |
Los
Angeles, California
January 25, 2008
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AND VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
AECOM TECHNOLOGY CORPORATION
555 SOUTH FLOWER STREET, 37th FLOOR
LOS ANGELES, CALIFORNIA 90071
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
FEBRUARY 27, 2008
This proxy statement is furnished in connection with the solicitation on behalf of the Board of Directors of AECOM Technology Corporation, a Delaware corporation ("AECOM"), of proxies for use at its annual meeting of stockholders to be held on February 27, 2008 at 9:30 a.m. local time, or at any adjournment or postponement of the meeting. At the meeting, you will be asked to consider and vote on the matters described in this proxy statement and in the accompanying notice. The annual meeting will be held at the Millennium Biltmore Hotel, 506 South Grand Avenue, Los Angeles, California 90071. Only stockholders of record at the close of business on December 31, 2007, which is the record date for the annual meeting, are permitted to vote at the annual meeting and any adjournments or postponements thereof. This proxy statement and the accompanying proxy card are being mailed on or about January 25, 2008 to all stockholders entitled to vote at the annual meeting.
The Board of Directors is soliciting your vote to (i) to elect three Class III Directors to the Company's Board of Directors to serve until the Company's annual meeting of stockholders to be held in 2011 and until the election and qualification of their respective successors and (ii) to ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2008.
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INFORMATION REGARDING VOTING AT THE ANNUAL MEETING
Proxies
You should complete and return the accompanying proxy regardless of whether you attend the annual meeting in person. You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation, giving our Corporate Secretary a properly executed proxy of a later date or attending the annual meeting and voting in person. If your shares are held of record by a broker, bank or other nominee, you must obtain from the record holder a proxy issued in your name. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to AECOM Technology Corporation, 555 South Flower Street, 37th Floor, Los Angeles, CA 90071, Attention: Corporate Secretary.
All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxies. Other than with respect to certain trustees who hold our shares in trust, if nothing is specified, the proxies will be voted in favor of each of the proposals. Our Board of Directors is unaware of any other matters that may be presented for action at our annual meeting. If other matters do properly come before our annual meeting, however, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders.
Solicitation of Proxies
We will pay the entire cost of soliciting proxies. In addition to soliciting the proxies by mail, we will request banks, brokers and other record holders to send proxies and proxy materials to the beneficial owners of our common stock and to secure their voting instructions, if necessary. We will reimburse record holders for their reasonable expenses in performing these tasks. If necessary, we may use our regular employees, who will not be specially compensated, to solicit proxies from stockholders, either personally or by telephone, letter or other means.
Record Date and Voting Rights
Our Board of Directors has fixed December 31, 2007 as the record date for determining the stockholders who are entitled to notice of, and to vote at, our annual meeting. Only stockholders of record at the close of business on the record date will receive notice of, and be able to vote at, our annual meeting. As of the record date, there were 99,758,333 shares of our common stock outstanding held by 1,461 record holders, in addition to approximately 38,638 holders who do not hold shares in their own names. A majority of the stock issued and outstanding and entitled to vote must be present at our annual meeting, either in person or by proxy, in order for there to be a quorum at the meeting. Each share of our outstanding common stock entitles its holder to one vote. Shares of our common stock with respect to which the holders are present in person at our annual meeting but not voting, and shares for which we have received proxies but with respect to which holders of the shares have abstained, will be counted as present at our annual meeting for the purpose of determining whether or not a quorum exists. Broker non-votes will also be counted as present for the purpose of determining whether a quorum exists.
For Proposal 1 relating to director elections, the nominees for election as directors will be elected by a plurality of the votes of the shares of our capital stock present in person or represented by proxy at the meeting. For Proposal 2 relating to ratification of auditors, the affirmative vote of the holders of a majority of the shares of capital stock present in person or represented by proxy and entitled to vote at the annual meeting is required in order for this proposal to be approved by our stockholders. For Proposal 2, abstentions will be counted as present and will have the effect of a vote against the proposal, and broker non-votes will have the effect of a vote against approval of the proposal. Votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Our Board of Directors urges you to complete, date and sign the accompanying proxy and to return it promptly.
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Year End Reporting Convention
We report our results of operations based on 52 or 53-week periods ending on the Friday nearest September 30. For clarity of presentation, all periods are presented as if the year ended on September 30. Fiscal years 2007, 2006 and 2005 each contained 52 weeks and ended on September 28, September 29 and September 30, respectively.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides for a classified Board of Directors, consisting of three classes, each class serving a three-year term on a staggered basis. The Board of Directors is currently comprised of eleven members, of whom four are Class I Directors, four are a Class II Directors and three are Class III Directors. At the Annual Meeting, three Class III Directors are to be elected to serve until the annual meeting of stockholders to be held in 2011, and until their successors are duly elected and qualified. If a quorum is present at our annual meeting, the three nominees receiving the greatest number of votes will be elected and will serve until their respective successors are elected at the next annual meeting of stockholders and qualified.
Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. Each of the nominees has consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable or unwilling to serve if elected as director. In the event that any nominee is unavailable for re-election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee as our Board of Directors may propose. The following table lists our director nominees, as well as each of our eight continuing directors, and provides their respective ages and titles as of January 2, 2008.
Name |
Age |
Title |
Director Since |
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Nominees for Directors Whose Terms Expire 2011 | ||||||
Francis S. Y. Bong(1) | 65 | Director, Chairman Asia | 2000 | |||
H. Frederick Christie(2)(3)(9) | 74 | Director | 1990 | |||
S. Malcolm Gillis(1)(4) | 67 | Director | 1998 | |||
Continuing Directors |
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John M. Dionisio | 59 | Director, President and Chief Executive Officer | 2005 | |||
Richard G. Newman | 73 | Director, Chairman | 1990 | |||
James H. Fordyce(1)(5) | 48 | Director | 2006 | |||
Linda Griego(2)(5)(6) | 60 | Director | 2005 | |||
Robert J. Lowe(5)(7) | 67 | Director | 1993 | |||
Norman Y. Mineta(1)(2)(6) | 76 | Director | 2007 | |||
William G. Ouchi(2)(5)(6) | 64 | Director | 2003 | |||
William P. Rutledge(1)(8) | 66 | Director | 1998 |
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The principal occupation for at least the last five years of each director, as well as other information, is set forth below.
Francis S. Y. Bong was named to our Board of Directors after our merger with Maunsell in May 2000. He serves as Chairman for our operations in Asia. Prior to our merger with Maunsell, Mr. Bong was Chairman and Chief Executive of Maunsell Consultants Asia Holding Ltd. from 1997 to 2000 and served as Managing Director of the same firm from 1987 to 1996. Mr. Bong started with Maunsell in 1975. Mr. Bong also serves on the Board of Directors of Cosmopolitan International Holdings Ltd. as a non-executive director.
H. Frederick Christie was named to our Board of Directors in August 1990. From 1987 until his retirement in 1989, Mr. Christie served as President and Chief Executive Officer of The Mission Group, where he was responsible for all of the non-utility subsidiaries of SCEcorp., the parent company of Southern California Edison Company. Mr. Christie served as President and as a director of Southern California Edison Company from November 1984 until September 1987 after having previously served as Executive Vice President and Chief Financial Officer. He is also a member of the Board of Directors of IHOP Corp., Southwest Water Company, Ducommun Incorporated, and 21 mutual funds affiliated with Capital Research and Management Company.
S. Malcolm Gillis was named to our Board of Directors in January 1998. From July 2004 to present, Dr. Gillis has been a University Professor at Rice University. Dr. Gillis served as President of Rice University from July 1993 to June 2004. Before assuming the presidency of Rice, Dr. Gillis was a professor at Duke University from 1984 to 1993, where he served as Dean of the Faculty of Arts and Sciences from 1991 to 1993. He was at Harvard University from 1969 to 1984, where he did extensive teaching and consulting in the area of international economics, with particular emphasis on Latin America and Asia, working with heads of state on economic policy issues. Dr. Gillis was a director of the Federal Reserve Bank of Dallas from 1998 to 2004. Dr. Gillis is a member of the board of directors of Halliburton Company, Electronic Data Systems Corporation, Introgen Therapeutics, Inc. and Service Corporation International. Dr. Gillis also serves on the boards of various educational and charitable organizations and government commissions and committees.
John M. Dionisio was appointed our President and Chief Executive Officer on October 1, 2005 and was elected to our Board of Directors in December 2005. From October 2003 to October 2005, Mr. Dionisio served as our Executive Vice President and Chief Operating Officer. From October 2000 to October 2003, Mr. Dionisio served as President and Chief Executive Officer of our subsidiary, DMJM+Harris. Mr. Dionisio joined Frederic R. Harris, Inc., in 1971, predecessor company to DMJM+Harris where he served in many capacities, including Chief Executive Officer from October 1999 to October 2003, President from July 1996 to October 1999, Executive Vice President in charge of all U.S. operations from 1993 to 1996 and Manager of the New York Operations and Northern Region Manager from 1992 to 1993.
Richard G. Newman has been a member of our Board of Directors since May 1990 and currently is our Chairman. Mr. Newman was our President until 1993, and then Chairman, President and Chief Executive Officer from May 1993 to October 2000 and Chairman and CEO from 2000 to 2005. He served as a director of Ashland Technology Corporation from February 1989 until it became AECOM in April 1990. Mr. Newman was also President of Ashland Technology, which later became AECOM, from December 1988 until May 1990. Previously, he was President and Chief Operating Officer of Daniel, Mann,
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Johnson & Mendenhall from October 1985 to December 1988 and a Corporate Vice President or Vice President of DMJM from 1977 to 1985. Mr. Newman is also a director of Southwest Water Company, Sempra Energy Company and 14 mutual funds affiliated with Capital Research and Management Company.
James H. Fordyce was named to our Board of Directors in February 2006. Mr. Fordyce is a Managing Director with J.H. Whitney Capital Partners, LLC, a private investment firm. He has been with J.H. Whitney since July 1996. Mr. Fordyce began his career at Chemical Bank in 1981, where he spent eight years primarily in their leveraged buyout group before then joining Heller Financial, Inc. as a Senior Vice President where he spent his time investing both debt and equity.
Linda Griego was named to our Board of Directors in May 2005. Ms. Griego has served as President and Chief Executive Officer of Griego Enterprises, Inc. since 1985 and is also Managing General Partner of Engine Co. No. 28, a restaurant that she founded in 1988. From July 1999 until January 2000, Ms. Griego served as interim President and Chief Executive Officer of the Los Angeles Community Development Bank. She is currently a director of CBS Corporation, City National Bank and Southwest Water Company. Ms. Griego has also served as a Los Angeles branch director of the Federal Reserve Bank of San Francisco.
Robert J. Lowe was named to our Board of Directors in February 1993. Mr. Lowe is Chairman and Chief Executive Officer of Lowe Enterprises, Inc. and its affiliated companies. He was the principal founding shareholder in 1972 of the corporation that became Lowe Enterprises, Inc. Mr. Lowe also serves on the Board of Claremont McKenna College and on the boards of various charitable organizations and government commissions and committees.
Norman Y. Mineta was named to our Board of Directors in May 2007. Mr. Mineta is Vice Chairman of Hill & Knowlton, Inc., a communications consultancy, and has served in that role since July 2006. From 2001 to 2006, Mr. Mineta served as the United States Secretary of Transportation and, among other things, guided the creation of the U.S. Transportation Security Administration. Mr. Mineta served as the United States Secretary of Commerce from 2000 to 2001. Prior to that, Mr. Mineta represented San Jose, California, for almost 30 years, as a City Council member, then as Mayor, and then from 1975 to 1995 as a member of Congress. Mr. Mineta is a member of the board of directors of Horizon Lines.
William G. Ouchi joined our Board of Directors in May 2003. Dr. Ouchi is the Sanford and Betty Sigoloff Distinguished Professor in Corporate Renewal in the Anderson School of Management at the University of California, Los Angeles. He has been on the faculty of UCLA since 1979. Dr. Ouchi is a director of Sempra Energy, FirstFed Financial Corp. and the Conrad N. Hilton Foundation. Dr. Ouchi has also been Vice Dean for Executive Education at UCLA and Chief of Staff for the Mayor of Los Angeles. Dr. Ouchi also serves on the boards of various charitable organizations.
William P. Rutledge was named to our Board of Directors in November 1998. Mr. Rutledge was President and Chief Executive Officer of Allegheny Teledyne, Inc. from August 1996 until his retirement in 1997. Mr. Rutledge serves as Chief Executive Officer of Aquanano, LLC. Mr. Rutledge also serves on the Board of Directors of FirstFed Financial Corp., Communications & Power Industries, Sempra Energy Corporation and the board of trustees of Lafayette College, John Wayne Cancer Institute and the World Affairs Council of Los Angeles.
Vote Required and Recommendation of the Board of Directors
The nominees for election as directors will be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote at the annual meeting. This means that the three individuals nominated for election to the Board of Directors who receive the most "FOR" votes (among votes properly cast in person or by proxy) will be elected. Abstentions are not counted for purposes of election of directors.
The Board of Directors recommends that you vote for each nominee named in Proposal 1.
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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board of Directors has retained Ernst & Young, LLP to serve as our independent registered public accounting firm for the fiscal year ending September 30, 2008. A representative of Ernst & Young, LLP is expected to be present at the annual meeting, will have an opportunity to make a statement if the representative so desires, and will be available to respond to appropriate questions.
Reasons for the Proposal
Selection of our independent registered public accounting firm is not required to be submitted for stockholder approval, but the Audit Committee of our Board of Directors is seeking ratification of its selection of Ernst & Young, LLP from our stockholders as a matter of good corporate practice. If stockholders do not ratify this selection, the Audit Committee of our Board of Directors will reconsider its selection of Ernst & Young, LLP and will either continue to retain this firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the fiscal year if it determines that such a change would be in our best interests and the best interests of our stockholders.
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting will be required to ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for the current fiscal year.
The Board of Directors recommends that you vote in favor of Proposal 2.
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Board Meetings
During our fiscal year ended September 30, 2007, our Board of Directors met eleven times, the Audit Committee met eleven times, the Compensation and Organization Committee met four times, the Nominating and Governance Committee met four times and the Planning, Finance and Investment Committee met five times. Each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our Board of Directors (held during the period for which he has been a director) and (2) the total number of meetings held by all committees of the board on which he or she served (during the periods that he or she served). Due to pre-existing commitments, Norman Mineta, a new director who joined our Board of Directors in June 2007, attended one of two applicable Board and applicable committee meetings from June 2007 through September 30, 2007.
Director Independence
A majority of the Board of Directors consists of independent directors as defined in accordance with the listing standards of the New York Stock Exchange. To be considered "independent," a Director must be determined by the Board, after recommendation by the Nominating and Governance Committee, to have no material relationship with the Company, other than as a director. In making its determination concerning the absence of a material relationship, the Board adheres to all of the specific tests for independence included in the New York Stock Exchange listing standards.
Our Board of Directors has determined that the following members are independent as determined in reference to the standards of the New York Stock Exchange: Mr. Christie, Mr. Fordyce, Mr. Gillis, Ms. Griego, Mr. Lowe, Mr. Mineta, Mr. Ouchi and Mr. Rutledge. During its review, the Board of Directors considered transactions and relationships between each director or any member of his or her immediate family and AECOM Technology Corporation and its subsidiaries and affiliates.
Committees of the Board of Directors
The company has four standing committees: an Audit Committee, a Compensation and Organization Committee, a Nominating and Governance Committee and a Planning, Finance and Investments Committee. Each member of the Audit Committee, the Compensation and Organization Committee and the Nominating and Governance Committee of the Board of Directors has been determined by our Board of Directors to be "independent." The committees operate under written charters that are available for viewing on the "Corporate Governance" segment of our website: www.aecom.com.
Audit Committee. The Audit Committee of our Board of Directors consists of William P. Rutledge (Chairperson), H. Frederick Christie, Linda Griego, Norman Y. Mineta and William G. Ouchi. The Audit Committee, which is composed solely of independent directors, makes recommendations to our Board of Directors regarding the selection of independent auditors, reviews the results and scope of the audit of our financial statements and other services provided by our independent auditors, reviews and approves audit fees and all non-audit services and reviews and evaluates our audit and control functions. Our Audit Committee held eleven meetings during fiscal year 2007. Our Board of Directors has determined Mr. Rutledge, Chairperson of the Audit Committee, qualifies as an "audit committee financial expert" as defined by the rules under the Securities Exchange Act of 1934. The background and experience of each of our Audit Committee members are set forth above. The "Report of the Audit Committee" is included in this proxy statement beginning at page 30. The Audit Committee Charter is being filed with the Securities and Exchange Commission as Appendix A to this proxy statement.
Compensation and Organization Committee. The Compensation and Organization Committee of our Board of Directors consists of H. Frederick Christie (Chairperson), James H. Fordyce, Linda Griego, Robert J. Lowe and William G. Ouchi. The Compensation and Organization Committee, comprised solely
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of independent directors, oversees our compensation plans and organizational matters. Such oversight includes decisions regarding executive management salaries, incentive compensation and long-term compensation plans as well as company wide incentive and equity plans for our employees and consultants and appointments of, and promotions for, senior management. This committee also oversees benefit plan design and implementation. Our Compensation and Organization Committee held four meetings during fiscal year 2007. The "Report of the Compensation Committee on Executive Compensation" is included in this proxy statement beginning at page 20. The Compensation and Organization Committee charter is available for viewing on the "Corporate Governance" section of our website: www.aecom.com.
Nominating and Governance Committee. The Nominating and Governance Committee of our Board of Directors consists of S. Malcolm Gillis (Chairperson), Linda Griego, Norman Y. Mineta and William G. Ouchi. The Nominating and Governance Committee is comprised solely of independent directors and is responsible for recruiting and retention of qualified persons to serve on our Board of Directors, including recommending such individuals to the Board of Directors for nomination for election as directors; for evaluating director independence and the performance, size and composition of the Board of Directors and committees; and for oversight of our ethics and compliance activities. The Nominating and Governance Committee also considers written suggestions from stockholders, including potential nominees for election, and oversees the corporation's governance programs. It also conducts annual performance evaluations for the class of directors being elected at the next annual meeting of shareholders. Our Nominating and Governance Committee held four meetings during fiscal year 2007. The Nominating and Governance Committee charter is available for viewing on the "Corporate Governance" section of our website: www.aecom.com.
Planning, Finance and Investment Committee. The Planning, Finance and Investment Committee of our Board of Directors consists of Robert J. Lowe (Chairperson), Francis S.Y. Bong, James H. Fordyce, S. Malcolm Gillis, Norman Y. Mineta, and William P. Rutledge. The Planning, Finance and Investment Committee reviews our corporate finance programs, proposed investments, including mergers and acquisitions, our strategic plans and other strategic initiatives. Our Planning, Finance and Investment Committee held five meetings in fiscal year 2007.
Corporate Governance Guidelines
Our Board of Directors has adopted corporate governance guidelines that set forth several important principles regarding the activities of our Board of Directors and its committees, including Board membership criteria as well as other matters. Our corporate governance guidelines are available for viewing on the "Corporate Governance" section of our website: www.aecom.com.
Executive Sessions
Executive sessions of non-management directors are included on the agenda for every regularly scheduled Board and Board committee meeting and during fiscal year 2007, executive sessions were held at each regularly scheduled Board meeting. The Board sessions are chaired by the lead independent director, who is selected annually by the independent directors serving on the Company's Board of Directors. H. Frederick Christie serves as the lead independent director.
Code of Conduct
We have adopted a code of conduct that describes the professional, legal, ethical, financial and social responsibilities of all of our employees. We require our full time employees to read and acknowledge the code of conduct and participate in compliance training. Our employees are also encouraged to report suspected violations of the code of conduct through various means, including a toll-free hotline, and they may do so anonymously. Our code of conduct is available for viewing on our website at www.aecom.com. If we make substantive amendments to the code of conduct or grant any waiver, including any implicit
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waiver, to our principal executive, financial or accounting officer, or persons performing similar functions, we will disclose the nature of such amendment or waiver on our website and/or in a report on Form 8-K in accordance with applicable rules and regulations.
Communications With the Board of Directors
Our stockholders may communicate with our Board of Directors, a committee of our Board of Directors or a director by sending a letter addressed to the Board of Directors, a committee or a director c/o Corporate Secretary, AECOM Technology Corporation, 555 South Flower Street, 37th Floor, Los Angeles, California 90071. All communications will be compiled by our Corporate Secretary and forwarded to the Board, the committee or the directors, as appropriate.
Director Nominations
The Nominating and Governance Committee of our Board of Directors is charged with identifying, investigating and recommending to the Board of Directors qualified individuals to become directors and assessing at least annually the size and composition of the Board of Directors and recommending any changes to the Board of Directors.
It is our belief that members of the Board of Directors should have the highest professional and personal ethics and values. The Board's Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of Board members in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. We believe that, as a whole, the Board of Directors should include individuals that are committed to enhancing stockholder value with sufficient time to effectively carry out their duties. While all directors should possess business acumen, the Board of Directors endeavors to include an array of targeted skills and experience in its overall composition. Criteria that the Nominating and Governance Committee looks for in director candidates include business experience and skills, judgment, independence, integrity, an understanding of such areas as finance, marketing, regulation, and public policy and the absence of potential conflicts with the Company's interests.
Our Nominating and Governance Committee will consider stockholder nominations for directors if it receives timely written notice, in proper form, of the intent to make a nomination at a meeting of stockholders. To be timely, the notice must be received not less than 60 nor more than 90 days prior to the date of the stockholders' meeting at which the stockholder wishes a nomination to be considered. However, in the event that less than 70 days' notice of the date of the stockholder meeting at which directors are to be elected is given to stockholders, then director nominations by a stockholder will be deemed timely if received by the Corporate Secretary by the close of business on the tenth business day following the day on which the notice of stockholder meeting was mailed or public disclosure of such meeting was made. To be in proper form, the notice must, as to each person whom the stockholder proposes to nominate for election or re-election as a director, state the name, age, business address and residence address of such person; the principal occupation or employment of such person; the class and number of shares of capital stock of the Company that are beneficially owned by such person; and such other information concerning such person as would be required in a proxy statement soliciting proxies for the election of directors (including such person's signed written consent to being named in the proxy statement as a nominee and to serve as a director of the Company, if elected). In addition, as to the stockholder giving the notice, the notice must also state the name and address, as they appear on the Company's books, of such stockholder and the class and number of shares of the Company which are beneficially owned by such stockholder. Additional requirements respecting stockholder proposals are described below under the heading "Stockholder Proposals" on page 35.
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Director Attendance at Annual Meetings
AECOM's policy is for directors to attend our annual meetings, unless there are extenuating circumstances. At last year's annual meeting of our stockholders, all members of our Board of Directors attended.
Director Compensation
Those of our directors who also serve as our officers or consultants, or as officers or consultants of our subsidiaries are not compensated by us for attending meetings or performing any other function of the Board. All other directors are paid a retainer of $36,000 per year. In addition, non-employee directors receive the following meeting fees:
Our non-employee directors are entitled to defer some or all of their annual retainers and meeting fees to our Non-Qualified Stock Purchase Plan and receive common stock units plus a ten percent (10%) Company match, except for non-U.S. resident directors who may be permitted to defer into their local AECOM stock plans.
Each non-employee director, at the time he or she is first elected to our Board of Directors, receives options to purchase 10,000 shares (on an annualized basis, pro rated for the amount of the year the new director is actually with the Company) of our common stock under our Stock Incentive Plan for Non-Employee Directors and thereafter will receive annually options for a number of shares approved by the Board of Directors. The exercise price for such options is the market value of our common stock on the date of grant and the options are exercisable six months after the grant date.
Related Party Transaction Policy
We have adopted a written related party transaction policy, which covers transactions between us and our directors, executive officers, 5% or greater stockholders and parties related to the foregoing, such as immediate family members and entities they control. The policy requires that any such transaction be considered and approved by our Audit Committee prior to entry into such transaction. In reviewing such transactions, the policy requires the Audit Committee to consider all of the relevant facts and circumstances available to the Audit Committee, including (if applicable) but not limited to the benefits to the Company, the availability of other sources for comparable products or services, the terms of the transaction and the terms available to unrelated third parties or to employees generally.
Under the policy, if we should discover related party transactions that have not been approved, the Audit Committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.
Certain Relationships and Related Transactions
Mr. Ronald Yamiolkoski is employed by our subsidiary DMJM+Harris as an Associate Vice President and he is the brother-in-law of Mr. Richard Newman, our Chairman. Mr. Yamiolkoski has no reporting responsibility to Mr. Newman and, in our fiscal year ended September 30, 2007, Mr. Yamiolkoski received compensation from DMJM+Harris of approximately $157,000. The employment of Mr. Yamiolkoski was entered into more than 25 years ago, prior to the adoption of our related party transaction policy and has since been ratified by the Audit Committee.
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One of our subsidiaries has performed design and other services in the ordinary course of business for Lowe Enterprises, which is affiliated with Robert Lowe, one of our directors. The subsidiary received fee payments from Lowe Enterprises in our fiscal year 2007 in the amount of approximately $60,000. These services were independently performed by the subsidiary for Lowe Enterprises prior to our acquisition of the subsidiary. In addition, another of our subsidiaries jointly pursued a project with an affiliate of Lowe Enterprises where our subsidiary received payments for design and other services from the project client (which was not affiliated with Lowe Enterprises) in our fiscal year 2007 in the amount of approximately $515,000. This transaction with Lowe Enterprises have been ratified by our Audit Committee.
We previously established a Senior Executive Equity Investment Plan, under which we encouraged our senior officers to hold AECOM stock by providing loans to fund the purchases of the stock. At September 30, 2006, there were SEEIP loans outstanding with in aggregate principal amount of approximately $29.7 million. As of February 20, 2007, all SEEIP loans have been terminated and repaid.
11
AECOM Technology Corporation's executive officers as of January 2, 2008 are as follows:
Name |
Age |
Position(s) Held |
||
---|---|---|---|---|
John M. Dionisio | 59 | Director, President and Chief Executive Officer | ||
Richard G. Newman |
73 |
Director, Chairman |
||
James R. Royer |
61 |
Executive Vice President and Chief Operating Officer |
||
Michael S. Burke |
44 |
Executive Vice President, Chief Corporate Officer and Chief Financial Officer |
||
Raymond W. Holdsworth |
64 |
Vice Chairman, Corporate Development |
||
Francis S.Y. Bong |
65 |
Director, Chairman, Asia |
||
Glenn R. Robson |
45 |
Senior Vice President and Chief Strategy Officer |
The following is information regarding those persons currently serving as executive officers of AECOM Technology Corporation:
John M. Dionisio was appointed our President and Chief Executive Officer on October 1, 2005 and was elected to our Board of Directors in December 2005. From October 2003 to October 2005, Mr. Dionisio served as our Executive Vice President and Chief Operating Officer. From October 2000 to October 2003, Mr. Dionisio served as President and Chief Executive Officer of our subsidiary, DMJM+Harris. Mr. Dionisio joined Frederic R. Harris, Inc., in 1971, predecessor company to DMJM+Harris where he served in many capacities, including Chief Executive Officer from October 1999 to October 2003, President from July 1996 to October 1999, Executive Vice President in charge of all U.S. operations from 1993 to 1996 and Manager of the New York Operations and Northern Region Manager from 1992 to 1993.
Richard G. Newman has been a member of our Board of Directors since May 1990 and currently is our Chairman. Mr. Newman was our President until 1993, and then Chairman, President and Chief Executive Officer from May 1993 to October 2000 and Chairman and CEO from 2000 to 2005. He served as a director of Ashland Technology Corporation from February 1989 until it became AECOM in April 1990. Mr. Newman was also President of Ashland Technology, which later became AECOM, from December 1988 until May 1990. Previously, he was President and Chief Operating Officer of Daniel, Mann, Johnson & Mendenhall from October 1985 to December 1988 and a Corporate Vice President or Vice President of DMJM from 1977 to 1985. Mr. Newman is also a director of Southwest Water Company, Sempra Energy Company and 14 mutual funds affiliated with Capital Research and Management Company.
James R. Royer was appointed Executive Vice President and Chief Operating Officer in October 2005. From October 2004 to October 2005, Mr. Royer was Chief Executive of our Americas Facilities Group, Regional Group and Government Services Group. He was appointed Chairman of the Board of our subsidiary DMJM H&N in February 2002 and Chief Executive Officer in April 2003. Prior to that, he served as Chairman of the Board, President and Chief Executive Officer of our subsidiary TCB INC. from August 1991 to September 2003, and continued in his role as Chief Executive Officer of TCB INC. until October 2004. He was elected President of Turner Collie & Braden Inc. (TCB) in 1987. He served in various senior management positions with TCB, including Vice President from 1982 through 1987. Mr. Royer is a director and former Chairman of the Greater Houston Partnership and is also a member of the board of directors of Memorial Herman Health Care System in Houston.
12
Michael S. Burke was appointed Executive Vice President and Chief Corporate Officer in May 2006 and was appointed Chief Financial Officer in December 2006. Mr. Burke joined AECOM as Senior Vice President, Corporate Strategy in October 2005. From 1990 to 2005, Mr. Burke was with the accounting firm, KPMG LLP. 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 also serves on the Board of Directors of Rentech, Inc. and is the Chairman of its Audit Committee. Mr. Burke also serves on various charitable and community boards.
Raymond W. Holdsworth was appointed Vice Chairman, Corporate Development in October 2005. Prior to this position, Mr. Holdsworth served as our President from March 2000 to October 2005. From January 1999 to March 2000, Mr. Holdsworth was Group Chief Executive for three of AECOM's operating companies. He was President & Chief Executive Officer of DMJM from April 1993 to 1997, and Chairman & Chief Executive Officer from then until January 1999. Mr. Holdsworth served as DMJM's Vice President for Corporate Development from June 1992 to April 1993.
Francis S. Y. Bong was named to our Board of Directors after our merger with Maunsell in May 2000. He serves as Chairman for our operations in Asia. Prior to our merger with Maunsell, Mr. Bong was Chairman and Chief Executive of Maunsell Consultants Asia Holding Ltd. from 1997 to 2000 and served as Managing Director of the same firm from 1987 to 1996. Mr. Bong started with Maunsell in 1975. Mr. Bong also serves on the Board of Directors of Cosmopolitan International Holdings Ltd. as a non-executive director.
Glenn R. Robson was appointed Senior Vice President and Chief Strategy Officer in December 2006. Mr. Robson joined AECOM in May 2002 as Senior Vice President and Chief Financial Officer. Prior to joining AECOM, Mr. Robson worked at Morgan Stanley & Co. Incorporated for twelve years, where he served most recently as a Managing Director in the investment banking division, and previously as a Principal and Vice President in the corporate finance department. Earlier in his career, Mr. Robson was a Business Analyst with McKinsey & Company.
COMPENSATION OF EXECUTIVE OFFICERS AND OTHER INFORMATION
Compensation Discussion and Analysis ("CD&A")
The following provides information regarding the compensation and benefit programs in place for the executive officers named in the Summary Compensation Table that follows this Compensation Discussion & Analysis (such officers being John M. Dionisio, President and Chief Executive Officer (CEO); Richard G. Newman, Chairman; James R. Royer, Executive Vice President and Chief Operating Officer; Michael S. Burke, Executive Vice President, Chief Corporate Officer and Chief Financial Officer; Francis S.Y. Bong, Chairman Asia; and Glenn R. Robson, Senior Vice President and Chief Strategy Officer) (collectively, the "Named Executive Officers") for our 2007 fiscal year. It also includes information regarding the overall objectives of our compensation program and each element of compensation that we provide. The Compensation and Organization Committee of the Board of Directors approves the compensation for the CEO and the Chairman and reviews and approves management's recommendations for the CEO's direct reports. In addition, the Compensation and Organization Committee reviews and approves compensation programs, oversees our executive compensation philosophy and strategy, and ensures that proper due diligence, deliberations, and reviews of executive compensation are conducted.
Overview
Our compensation programs are designed to provide an overall total direct compensation package that is competitive with our peer companies (described in more detail below), allow us to attract and retain
13
key talent, and provide incentives that promote short- and long-term financial growth and stability to continuously enhance stockholder value based on a pay-for-performance model.
Benchmarking
The Compensation and Organization Committee uses market data as an important tool in developing executive compensation packages for our Named Executive Officers. To help establish and review the compensation paid to the Named Executive Officers, our Compensation and Organization Committee reviews an executive compensation report prepared by Towers Perrin, the committee's independent third party consulting firm. This report compares our performance and each element of Named Executive Officer compensation to comparable positions within the general professional industry and a list of peer group companies. During fiscal 2007, we also used Tower Perrin to conduct market salary research and to analyze Board compensation against our peer companies. We do not believe the independence of Towers Perrin was impaired by such engagements.
For compensation consideration at the beginning of fiscal 2007, the general industry companies used by our compensation consultant in our peer group included Baker (Michael) Corporation, CH2M Hill Companies Limited, Fluor Corporation, Foster Wheeler Ltd., Jacobs Engineering Group, Inc., Shaw Group, Tetra Tech, Inc, URS Corporation and Washington Group International, Inc. For year-end incentive performance evaluation purposes both short and long-term, the Committee reviewed the peer group and recommended Baker (Michael) Corporation be removed and replaced with Chicago Bridge & Iron, which is more comparable to AECOM in terms of market capitalization. AECOM is near the median regarding the revenue and net income of the group. In addition, the Compensation and Organization Committee believes this group of companies provides an appropriate peer group because they are business competitors or other entities with which we compete for employees at the executive level, have similar or best market compensation practices and/or are similar in size to us. The compensation survey data for general industry companies are from Towers Perrin's 2007 Executive Compensation Data Bank. Regression analysis was used to determine "predicted" pay levels for the Top 5 executives at companies whose revenues are similar to AECOM's.
The compensation consultant's report provides the Compensation and Organization Committee with market survey information for base salary and short and long-term incentive compensation within both the general industry companies and the peer group companies specified above. The compensation consultant also provides comparisons of key performance metrics for the Company compared to the peer group companies. This comparison establishes the basis for the evaluation of our overall performance, which performance is then considered when the Compensation and Organization Committee reviewed the performance of and determined compensation for each of the Named Executive Officers.
To implement the general principles outlined above, the Compensation and Organization Committee reviews compensation for the Named Executive Officers considering base salary and short- and long-term compensation in a total rewards package rather than making specific comparisons for each category (other than with respect to base salary). We target base salary compensation for our Named Executive Officers at the 50th percentile of our peer group companies taking into account the experience level of the individuals in their current positions. Short term compensation or annual incentive bonuses for the Named Executive Officers are based on a comparison between our performance and the peer group's prior twelve month performance in the areas of growth in earnings before interest, taxes and amortization (EBITA), return on investment (ROI) and growth in earnings per share. Similarly, long-term compensation for our Named Executive Officers is based on these same benchmarks comparing our performance over the prior five years against that of the peer group.
Our Compensation and Organization Committee then considers these quantitative performance comparisons and the compensation of executives of the peer group companies in similar positions, as well as qualitative performance factors they deem important to insure the alignment of our executives'
14
compensation with the goals of our stockholders. The qualitative factors are developed with the CEO for the Named Executive Officers reporting to the CEO, and by the Compensation and Organization Committee for the CEO. These qualitative factors include items such as experience, leadership, integrity, strategic planning, team building, diversity, stability and succession planning.
Elements of compensation
Our compensation package for our Named Executive Officers generally consists of:
We believe tying our executives' total direct compensation with the short- and long-term objectives of our strategic plan aligns our executives' interests with our stockholders and provides strong retention and motivational incentives for our executives. A significant portion of our Named Executive Officers' total direct compensation is based upon our results as compared to our peer group companies. We believe this pay-for-performance model encourages and motivates the executives' performance in alignment with the best interests of our stockholders and employees.
As our financial performance improves relative to our performance targets and goals and the performance of our peer group companies, the Named Executive Officers' potential for additional compensation under the short-term and long-term incentive programs will increase. Should actual performance fall short of performance targets and goals, total compensation will be reduced. Short-term compensation may be reduced to zero should performance fall short of established goals. Long-term compensation, as described below, is generally subject to company-wide performance targets for the Named Executive Officers. If the Company falls short of its performance targets for the three year performance period, the payout of the restricted stock units will be reduced and may be reduced to zero for significant shortfalls based on a pre-established formula. Our Compensation and Organization Committee evaluates on an annual basis past performance, performance of the peer group companies and general market conditions to establish future performance targets and goals.
Base salary
We strive to provide our Named Executive Officers with a competitive base salary that is in-line with their roles and responsibilities when compared to peer companies of comparable size. We view base salary as an important component to each Named Executive Officer's overall compensation package. Base salaries are reviewed annually and at the time of promotion or other changes in responsibilities. The base salary level is established and reviewed based on the level of responsibilities, the experience and tenure of the individual, and the amount of performance based incentives received or granted each year. The Compensation and Organization Committee sets the base salary of our Named Executive Officers near the median of the peer group taking into account the relative size of the company compared to the median of the peer group, and the experience of each of our executives compared to the average peer executive in the same position.
15
Short-Term Incentive Compensation
Our short-term incentive compensation program allows us to create annual performance criteria that are flexible and that change with the needs of our business. Each year, the Compensation and Organization Committee reviews our performance as compared to financial and qualitative goals established at the beginning of the year. Our CEO and his management team are responsible for the overall performance of the Company in accordance with our strategic operating plan, as approved annually by our Board of Directors, and are thus evaluated on these objectives.
The measurement criteria for our Named Executive Officers' incentive compensation bonuses for fiscal year 2007 were based on our growth in EBITA (earnings before interest expenses, taxes, amortization, company stock matches and one-time merger related expenses), EBITA return compared to the total invested capital, and growth in EBITA per share, supplemented by qualitative achievements such as the successful completion of our initial public offering; initiating and completing significant mergers, including effective integration; aggressive quality and safety development plans; development and implementation of our employee engagement programs; cross-selling and production sharing between our operating brands; and other personal accomplishments. The Compensation and Organization Committee determines, in its sole discretion, the actual annual incentive compensation paid to the Named Executive Officers taking into account the factors described above.
The actual amounts awarded to the Named Executive Officers in 2007 are shown in the column labeled "Bonus" in the Summary Compensation Table on page 21.
Long-term Incentive CompensationPerformance Earnings Program (PEP)
Long-term incentive compensation is provided to our Named Executive Officers through the award of restricted stock units pursuant to our Performance Earnings Program (PEP). Our long-term incentive compensation program is designed to focus and reward our Named Executive Officers on our long-term goals. By creating a three-year performance period under our PEP (described below), our goal is to encourage and to provide an incentive for our Named Executive Officers to advance AECOM's long-term goals and enhance stockholder value.
Our CEO provides the Compensation and Organization Committee with a recommended total dollar pool for PEP awards to all Named Executive Officers as well as other key executives, excluding the CEO and the Chairman. The Compensation and Organization Committee then reviews the compensation consultant's report described above, including the comparable total direct compensation amounts of peer companies and determines the final total dollar amount of PEP restricted stock units that are to be awarded to the Named Executive Officers, including the CEO and Chairman. The actual awards granted for fiscal 2007 by the Compensation and Organization Committee to each of the Named Executive Officers were based upon the compensation consultant's report on stock awards for comparable positions within the peer group companies described above, as well as the executive's experience, qualitative results, individual contributions, scope of responsibility and retention risk.
Under the Performance Earnings Program for 2007 (PEP07), we awarded performance-based restricted stock units that are earned based on financial performance and continued employment over a three fiscal year performance period. The Compensation and Organization Committee establishes objective performance criteria for each PEP award period. The PEP07 awards are based on the three-year performance of two corporate objectives: (1) growth in EBITA and (2) return on investment. Growth in EBITA and return on investment are each given a 50% weighting in determining overall payout.
The Compensation and Organization Committee adopted these performance goals because it believes they are key indicators of our financial and operational success and are key drivers of long-term stockholder value. The specific performance goal levels reflect confidential, internal financial targets at the time the awards are established. These goals require a high level of financial performance to be achieved
16
over the three-year period. As was the case with the awards granted for prior performance periods, the goals for the PEP07 performance period are challenging but, we believe, achievable.
PEP awards generally vest on December 31st following the close of the three-year performance period and are settled by the delivery of shares of common stock in the following January. The Named Executive Officer must be an active employee at the time the PEP is settled or the Named Executive Officer forfeits the PEP award, although exceptions may be made by the Compensation and Organization Committee, including exceptions for retirement, death or disablement. At the end of the three year performance period, the final amount of performance-based restricted stock units that are earned by each Named Executive Officer will be determined based on achievement of the performance criteria. Beginning in 2007, the PEP awards have a deferred compensation election feature that allows our Named Executive Officers, to the extent permitted under regulatory statutes, to defer settlement of PEP awards beyond the scheduled settlement date.
Since the initiation of the PEP program, the stock options have not been issued to Named Executive Officers as part of their long-term incentive compensation, except in the case of initial new hire awards. In 2007, stock options were not issued to any of the Named Executive Officers. In general, we consider that the PEPs link pay-for-performance directly and immediately to the Named Executive Officer while stock option awards might be used as part of a key executive hire package that provides an early equity interest in the Company for the new executive. When granted, all stock options have an exercise price equal to the price of our common stock on the date the option is granted. (Prior to our initial public offering, the price was based on the most recent quarterly valuation. Following our initial public offering, the price is based upon the closing price of our common stock on the applicable date.)
The Company does not currently have a policy requiring a fixed course of action with respect to compensation adjustments following later restatements of performance targets. Under those circumstances, the Compensation and Organization Committee would evaluate whether compensation adjustments were appropriate based upon the facts and circumstances surrounding the restatement.
Benefit and Retirement Programs
General. Our Named Executive Officers are eligible to participate in benefits plans that are available to substantially all of our employees, including participation in our Retirement & Savings Plan (401(k)-type plan), medical insurance, dental insurance, life insurance, disability insurance programs. In addition to the benefit plans available to substantially all of our employees, we offer additional benefits to its executive officers. We believe these additional benefits are consistent with our overall compensation philosophy and designed to ensure that we can effectively retain our executive officers (including the Named Executive Officers) and compete for new executive talent. These additional benefits consist of:
AECOM Pension Plan. The AECOM Pension Plan is a defined benefit plan that was adopted in September 1990. Participation in the AECOM Pension Plan was frozen to new entrants effective April 1, 1998. Of our Named Executive Officers, only our CEO, Chairman and our Chief Operating Officer were
17
employees as of April 1, 1998 and are eligible to receive a retirement pension benefit under the Pension Plan.
Depending on the participant's years of service to AECOM, the pension benefits will range from 26% to 30.5% of the employee's final capped average monthly compensation plus an additional 11% to 12.5% of the employee's final capped average monthly compensation in excess of specified Social Security base amounts. The final average monthly compensation was capped as of April 1, 2004 at the employee's highest compensation (including incentive compensation) for one full calendar year from 1994 through 2003. If the employee's final average monthly compensation as of April 1, 2004 was lower than the cap, the employee's final average compensation will continue to increase until the participant's average compensation reaches the compensation cap. Pension benefits will generally be reduced for participants with less than 25 years of service as required by plan rules. Employee contributions to the Pension Plan of up to 1.5% of compensation were required prior to April 1, 1998.
We have generally replaced the AECOM Pension Plan with a 401(k) pension component of our Retirement & Savings Plan (RSP). Beginning April 1, 1998, employees were allowed to make pre-tax or after-tax contributions of up to 1.5%, in 0.5% increments, of their compensation to this 401(k) pension component, and AECOM makes a matching contribution equal to 100% of the employees' contributions (maximum 1.5% of compensation). Beginning January 1, 2007, the maximum employee contribution was increased from 1.5% to 6%. At the same time, AECOM's matching contribution percentage was reduced from 100% to 50%. The combined effect of these changes increases the maximum AECOM matching contribution from 1.5% to 3.0% of compensation. In addition, employees have the ability to make supplemental pre-tax or after-tax contributions of an additional 1% to 25% of their compensation to an unmatched component of the RSP.
AECOM Management Supplemental Executive Retirement Plan (MSERP). The Company amended the AECOM Pension Plan, effective July 1, 1998, to provide for certain participants including Named Executive Officers (our CEO, Chairman and COO), earning benefits under the AECOM Pension Plan to instead earn identical benefits under a non-qualified plan known as the Management Supplemental Executive Retirement Plan, or MSERP. The MSERP replaces and provides a benefit identical in nature to the AECOM Pension Plan but on an unfunded basis.
The benefits of each employee who participated in the AECOM Pension Plan or MSERP are reduced by the actuarial estimate of the equivalent of a hypothetical account balance, calculated to be what the employee would have in his or her 401(k) pension component from April 1, 1998 until the employee's retirement if 3% (less for certain long service employees) had been contributed every year and the 401(k) contributions had remained invested in a benchmark fund, which mirrors the AECOM Pension Plan investments. At termination, participants have a one-time opportunity to restore this reduction by transferring from their 401(k) account to the AECOM Pension Plan an amount equal to the hypothetical account balance.
AECOM Supplemental Executive Retirement Plans (92 SERP & 96 SERP). In October 1992 we established the unfunded Supplemental Executive Retirement Plan, or 92 SERP, and in July 1996 we established the unfunded Supplemental Executive Retirement Plan, or 96 SERP, in order to provide some of our U.S. resident executive officers with pre-retirement death benefits and retirement benefits consistent with the level provided by the previous AECOM Pension Plan formula. These Supplemental Executive Retirement Plans require a participant to have reached the minimum age of 50 and to have worked at AECOM for at least five years. The plans also include early retirement provisions at age 62 with full retirement benefits.
Of our Named Executive Officers, only our CEO is eligible to receive any benefits from the 92 SERP and only our Chief Operating Officer is eligible to receive any benefits from the 96 SERP.
18
In July of 1996 we established the AECOM Excess Benefit Plan for participants in the Supplemental Executive Retirement Plans in order to provide only those benefits which the AECOM Pension Plan cannot provide due to federal tax limits. Benefits from the Excess Benefit Plan are unfunded and will reduce, dollar-for-dollar, the pension benefit paid by the Supplemental Executive Retirement Plans.
Employment Agreements, Severance Benefits and Change in Control Provisions
Except with respect to our Chief Operating Officer, we do not have any employment agreements in effect with any of our Named Executive Officers. We entered into this agreement with our Chief Operating Officer in connection with his joining us upon the acquisition of TCB, Inc. The employment agreement provides for a severance payment equal to 12 months salary for termination of employment by the Company without cause or by "Constructive Discharge," such as a material reduction in job duties or a required relocation without consent.
Stock Ownership
There are no equity ownership requirements or guidelines that any of our employees must meet or maintain. We have a broad base of stock ownership by employees (including our Named Executive Officers) and believe that this enhances our success by aligning the interests of our employees and stockholders. We encourage Named Executive Officers to invest in our common stock through payroll deductions invested in our stock and matched by our typical company match formula, the grants of PEPs and in certain cases, stock options. In February 2007, we sold 36,209 shares (including 3,753 company stock match shares) of our common stock to our Chief Corporate Officer, who paid $500,000 for such shares.
Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code limits a company's federal tax deduction on compensation paid in excess of $1 million a year to the Chief Executive Officer and the other Named Executive Officers (other than the Chief Financial Officer). The IRS' limitation does not apply to compensation that qualifies as "performance-based" under federal tax law. In addition, transition rules exempt certain compensation paid under plans in existence before our initial public offering. Our policy is to structure, to the extent practicable, compensation arrangements with our executive officers to be fully deductible under federal tax law unless the benefit of such deductibility is outweighed by the need for flexibility or the attainment of other corporate objectives.
We will continue to monitor issues concerning the deductibility of executive compensation and will take appropriate action if and when it is warranted. Since corporate objectives may not always be consistent with the requirements for full deductibility, we are prepared, when appropriate, to enter into compensation arrangements under which payments may not be deductible under Section 162(m). Thus, deductibility will not be the sole factor used in ascertaining appropriate levels or modes of compensation.
19
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation and Organization Committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K and this Proxy Statement.
Respectfully submitted, | ||
H. Frederick Christie, Chairperson James H. Fordyce Linda Griego Robert J. Lowe William G. Ouchi |
20
Executive Compensation Tables
The following seven tables provide information regarding the compensation awarded to or earned during our fiscal year ended September 30, 2007 by our principal executive officer (PEO), our current and former principal financial officers (PFO) and the three most highly compensated executive officers other than the PEO and PFOs.
Summary Compensation Table for Fiscal Years Ended September 30, 2007 and 2006
Name and Principal Position |
Year |
Salary ($)(1) |
Bonus ($)(2) |
Stock Awards ($)(3) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
John M. Dionisio President and Chief Executive Officer (PEO) |
2007 2006 |
$ $ |
862,514 718,760 |
$ $ |
1,500,000 850,000 |
$ $ |
2,032,011 1,600,278 |
$ $ |
|
$ $ |
|
$ $ |
348,949 89,436 |
$ $ |
136,315 103,117 |
(4) (5) |
$ $ |
4,879,789 3,361,591 |
||||||||
Richard G. Newman Chairman |
2007 2006 |
$ $ |
900,016 900,016 |
$ $ |
1,500,000 850,000 |
$ $ |
1,637,123 1,324,378 |
$ $ |
|
$ $ |
|
$ $ |
3,674 |
$ $ |
95,194 116,947 |
(6) (7) |
$ $ |
4,132,333 3,195,015 |
||||||||
James R. Royer Executive Vice President and Chief Operating Officer |
2007 2006 |
$ $ |
487,510 443,758 |
$ $ |
500,000 450,000 |
$ $ |
442,173 316,871 |
$ $ |
|
$ $ |
|
$ $ |
191,663 83,325 |
$ $ |
69,569 87,427 |
(8) (9) |
$ $ |
1,690,915 1,381,381 |
||||||||
Michael S. Burke Executive Vice President, Chief Corporate Officer, Chief Financial Officer (PFO)(17) |
2007 2006 |
$ $ |
456,258 353,853 |
$ $ |
500,000 400,000 |
$ $ |
532,742 240,295 |
$ $ |
93,700 |
(11) |
$ $ |
|
$ $ |
|
$ $ |
241,239 369,568 |
(10) (12) |
$ $ |
1,730,239 1,457,416 |
|||||||
Francis S.Y. Bong Chairman Asia |
2007 2006 |
$ $ |
364,625 347,431 |
$ $ |
379,095 408,218 |
$ $ |
353,925 273,899 |
$ $ |
|
$ $ |
|
$ $ |
|
$ $ |
274,054 349,954 |
(13) (14) |
$ $ |
1,371,699 1,379,502 |
||||||||
Glenn R. Robson Senior Vice President and Chief Strategy Officer (PFO)(17) |
2007 2006 |
$ $ |
357,505 343,751 |
$ $ |
375,000 260,000 |
$ $ |
288,452 219,584 |
$ $ |
|
$ $ |
|
$ $ |
|
$ $ |
57,413 62,340 |
(15) (16) |
$ $ |
1,078,370 885,675 |
21
medical insurance premiums in the amount of $26,899, tax gross-ups on the Medicare and FICA tax attributed to the non-qualified defined benefit plan benefits and the deferred compensation plans (M-SERP, SERP & SPP), travel expenses for spouse, entertainment/sporting event expenses and automobile related expenses.
22
Grants of Plan-based Awards for Fiscal Year 2007
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards(1) |
All Other Stock Awards: Number of Shares or Stock/Units |
All Other Stock Awards: Number of Securities Underlying Options |
Exercise or Base Price of Options Awards ($/Sh) |
|
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
Grant Date Fair value of stock and option awards(2) |
|||||||||||||||||||||||||
Name and Principal Position |
Grant Date |
Thresholds ($) |
Targets ($) |
Maximums ($) |
Thresholds (#) |
Targets (#) |
Maximums (#) |
||||||||||||||||||||
John M. Dionisio President and Chief Executive Officer |
12/26/2006 | $ | | $ | | $ | | 34,350 | 137,400 | 137,400 | | | $ | | $ | 1,951,080 | |||||||||||
Richard G. Newman Chairman |
12/26/2006 |
$ |
|
$ |
|
$ |
|
21,150 |
84,600 |
84,600 |
|
|
$ |
|
$ |
1,201,320 |
|||||||||||
James R. Royer Executive Vice President and Chief Operating Officer |
12/26/2006 |
$ |
|
$ |
|
$ |
|
7,950 |
31,800 |
31,800 |
|
|
$ |
|
$ |
451,560 |
|||||||||||
Michael S. Burke Executive Vice President, Chief Corporate Officer and Chief Financial Officer |
12/26/2006 |
$ |
|
$ |
|
$ |
|
17,100 |
68,400 |
68,400 |
|
|
$ |
|
$ |
971,280 |
|||||||||||
Francis S. Y. Bong Chairman Asia |
12/26/2006 |
$ |
|
$ |
|
$ |
|
4,950 |
19,800 |
19,800 |
|
|
$ |
|
$ |
281,160 |
|||||||||||
Glenn R. Robson Senior Vice President and Chief Strategy Officer |
12/26/2006 |
$ |
|
$ |
|
$ |
|
4,450 |
17,800 |
17,800 |
|
|
$ |
|
$ |
252,760 |
23
Outstanding Equity Awards at Fiscal Year-End 2007
|
Option Awards |
Stock Awards(1) |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position |
Number of Securities Underlying Unexercised Options Exercisable (#) |
Number of Securities Underlying Unexercised Options Unexercisable (#) |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units that Have Not Vested (#) |
Market Value Shares or Units that Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) |
|||||||||||
John M. Dionisio President and Chief Executive Officer |
50,000 60,000 30,000 50,000 40,000 100,000 100,000 |
|
|
$ $ $ $ $ $ $ |
4.99 5.455 6.84 7.84 8.36 9.755 10.39 |
08/20/2008 08/19/2009 11/14/2007 11/21/2009 11/15/2008 11/20/2010 12/02/2011 |
| $ | | PEP 0541,658 PEP 06192,476 PEP 07137,400 |
PEP 05$1,455,114 PEP 06$6,723,187 PEP 07$4,799,382 |
|||||||||
Richard G. Newman Chairman |
100,000 120,000 100,000 300,000 100,000 360,000 150,000 |
|
|
$ $ $ $ $ $ $ |
4.99 5.455 6.84 7.84 8.36 9.755 10.39 |
08/20/2008 08/19/2009 11/14/2007 11/21/2009 11/15/2008 11/20/2010 12/02/2011 |
|
$ |
|
PEP 0562,486 PEP 06114,090 PEP 0784,600 |
PEP 05$2,182,636 PEP 06$3,985,164 PEP 07$2,955,078 |
|||||||||
James R. Royer Executive Vice President and Chief Operating Officer |
30,000 30,000 40,000 40,000 50,000 |
|
|
$ $ $ $ $ |
4.99 5.455 7.84 8.36 9.755 |
08/20/2008 08/19/2009 11/21/2009 11/15/2008 11/20/2010 |
|
$ |
|
PEP 0514,580 PEP 0627,894 PEP 0731,800 |
PEP 05$509,279 PEP 06$974,337 PEP 07$1,110,774 |
|||||||||
Michael S. Burke Executive Vice President, Chief Corporate Officer and Chief Financial Officer |
20,000 |
|
|
$ |
12.405 |
10/03/2012 |
|
$ |
|
PEP 0511,248 PEP 0618,830 PEP 0768,400 |
PEP 05$392,893 PEP 06$657,732 PEP 07$2,389,212 |
|||||||||
Francis S. Y. Bong Chairman Asia |
50,000 50,000 50,000 50,000 |
|
|
$ $ $ $ |
6.84 7.84 8.36 9.755 |
11/14/2007 11/21/2009 11/15/2008 11/20/2010 |
|
$ |
|
PEP 0514,580 PEP 0620,922 PEP 0719,800 |
PEP 05$509,279 PEP 06$730,805 PEP 07$691,614 |
|||||||||
Glenn R. Robson Senior Vice President and Chief Strategy Officer |
100,000 40,000 |
|
|
$ $ |
8.79 9.755 |
08/22/2009 11/20/2010 |
|
$ |
|
PEP 0510,414 PEP 0618,830 PEP 0717,800 |
PEP 05$363,761 PEP 06$657,732 PEP 07$621,754 |
24
Options Exercises and Stock Vested for Fiscal Year 2007
|
Option Awards |
Stock Awards |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position |
Number of Shares Acquired on Exercise(#) |
Value Realized on Exercise($) |
Number of Shares Acquired on Vesting($) |
Value Realized on Vesting($) |
||||||
John M. Dionisio President and Chief Executive Officer |
20,000 | $ | 417,000 | | $ | | ||||
Richard G. Newman Chairman |
70,000 |
$ |
1,459,500 |
|
$ |
|
||||
James R. Royer Executive Vice President and Chief Operating Officer |
20,000 20,000 |
$ $ |
581,800 426,200 |
|
$ |
|
||||
Michael S. Burke Executive Vice President, Chief Corporate Officer and Chief Financial Officer |
|
$ |
|
|
$ |
|
||||
Francis S. Y. Bong Chairman Asia |
|
$ |
|
|
$ |
|
||||
Glenn R. Robson Senior Vice President and Chief Strategy Officer |
|
$ |
|
|
$ |
|
25
Pension Benefits for Fiscal Year 2007
Name and Principal Position |
Plan Name |
Number of Years Credited Service (#) |
Present Value of Accumulated Benefits ($)(1) |
Payments During Last Fiscal Year ($) |
||||||
---|---|---|---|---|---|---|---|---|---|---|
John M. Dionisio President and Chief Executive Officer |
AECOM Technology Corporation Pension Plan(2) | 20.5000 | $ | 149,473 | $ | | ||||
AECOM Technology Corporation Management Supplemental Executive Retirement Plan(3) |
20.5000 |
$ |
157,068 |
$ |
|
|||||
1992 AECOM Technology Corporation Supplemental Executive Retirement Plan(4) |
20.5000 |
$ |
1,973,872 |
$ |
|
|||||
Richard G. Newman Chairman |
AECOM Technology Corporation Pension Plan |
30.2500 |
$ |
775,824 |
$ |
169,787 |
||||
AECOM Technology Corporation Management Supplemental Executive Retirement Plan |
30.2500 |
$ |
143,246 |
$ |
36,708 |
|||||
James R. Royer Executive Vice President and Chief Operating Officer |
AECOM Technology Corporation Pension Plan |
11.4167 |
$ |
32,730 |
$ |
|
||||
AECOM Technology Corporation Management Supplemental Executive Retirement Plan |
11.4167 |
$ |
138,458 |
$ |
|
|||||
1996 AECOM Technology Corporation Supplemental Executive Retirement Plan(5) |
11.4167 |
$ |
943,386 |
$ |
|
|||||
Michael S. Burke Executive Vice President, Chief Corporate Officer and Chief Financial Officer |
|
$ |
|
$ |
|
|||||
Francis S. Y. Bong Chairman Asia |
|
$ |
|
$ |
|
|||||
Glenn R. Robson Senior Vice President and Chief Strategy Officer |
|
$ |
|
$ |
|
Messrs. Burke, Bong and Robson are not eligible for any of the AECOM Pension Plans.
26
an Internal Revenue Code Section 125 cafeteria plan and pre-tax contributions to the Retirement and Savings Plan under Internal Revenue Code Section 401(k).
27
Nonqualified Deferred Compensation for Fiscal Year 2007
Name and Principal Position |
Executive Contributions in Last FY($)(1) |
Registrant Contributions in Last FY($)(2) |
Aggregate Earnings in Last FY ($)(3) |
Aggregate Withdrawals/ Distributions ($)(4) |
Aggregate Balance at Last FYE($)(5) |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
John M. Dionisio President and Chief Executive Officer |
$ | 300,312 | $ | 47,568 | $ | 5,656,156 | $ | (1,124 | ) | $ | 9,746,564 | ||||
Richard G. Newman Chairman |
$ |
175,823 |
$ |
28,533 |
$ |
18,343,164 |
$ |
(1,234 |
) |
$ |
33,871,520 |
||||
James R. Royer Executive Vice President and Chief Operating Officer |
$ |
67,500 |
$ |
9,871 |
$ |
6,781,321 |
$ |
(249 |
) |
$ |
11,549,090 |
||||
Michael S. Burke Executive Vice President, Chief Corporate Officer and Chief Financial Officer |
$ |
391,172 |
$ |
68,255 |
$ |
1,098,124 |
$ |
(5,421 |
) |
$ |
1,868,987 |
||||
Francis S. Y. Bong(6) Chairman Asia |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Glenn R. Robson Senior Vice President and Chief Strategy Officer |
$ |
|
$ |
|
$ |
1,132,739 |
$ |
(124 |
) |
$ |
1,918,374 |
28
Directors Compensation for Fiscal Year 2007
Name and Principal Position |
Fees Earned or Paid in Cash($)(1) |
Stock Awards($) |
Option Awards ($)(2) |
Non-Equity Incentive Plan Compensation($) |
Change in Pension Value & Non- Qualified Deferred Compensation Earnings |
All Other Compensation ($)(3) |
Total($) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
H. Frederick Christie(4) | $ | 87,000 | $ | | $ | 54,300 | $ | | $ | | $ | 20,035 | $ | 161,335 | |||||||
John W. Downer | $ | 12,000 | $ | | $ | | $ | | $ | | $ | | $ | 12,000 | |||||||
James H. Fordyce | $ | 26,000 | $ | | $ | 65,325 | $ | | $ | | $ | 9,320 | $ | 100,645 | |||||||
S. Malcolm Gillis | $ | 75,500 | $ | | $ | 54,300 | $ | | $ | | $ | 15,115 | $ | 144,915 | |||||||
Linda Griego | $ | 66,500 | $ | | $ | 54,300 | $ | | $ | | $ | 16,174 | $ | 136,974 | |||||||
Robert J. Lowe(5) | $ | 68,000 | $ | | $ | 54,300 | $ | | $ | | $ | 8,534 | $ | 130,834 | |||||||
Norman Y. Mineta | $ | 1,000 | $ | | $ | 87,100 | $ | | $ | | $ | | $ | 88,100 | |||||||
William G. Ouchi | $ | 101,000 | $ | | $ | 54,300 | $ | | $ | | $ | 5,962 | $ | 161,262 | |||||||
William P. Rutledge(6) | $ | 105,000 | $ | | $ | 54,300 | $ | | $ | | $ | 18,886 | $ | 178,186 | |||||||
Lee D. Stern | $ | | $ | | $ | | $ | | $ | | $ | 3,075 | $ | 3,075 |
Messrs. Dionisio, Newman and Bong are employee directors and do not receive separate compensation (i.e. annual retainer fees, board and committee meeting fees) for participating as Board members. John Downer retired from the AECOM Board of Directors on December 1, 2006. Lee D. Stern left the AECOM Board of Directors on September 14, 2007.
Fordyce and Mineta received options to purchase 7,500 shares and 10,000 shares respectively of common stock granted on June 15, 2007 with an exercise price of $24.71. These awards were valued at a Black-Scholes value of $8.71 per share as of the grant date. This Black-Scholes valuation includes the following assumptions: Expected life of 6 years, risk factor rate of 4.6% and Volatility of 0.25.
The non-employee directors have the following aggregate number of stock option awards outstanding as of September 30, 2007: Christie44,000 exercisable stock options, Fordyce7,500 exercisable stock options, Downer74,000 exercisable stock options, Gillis47,200 exercisable stock options, Griego30,000 exercisable stock options, Lowe56,200 exercisable stock options, Ouchi46,000 exercisable stock options, Rutledge53,200 exercisable stock options and Mineta10,000 exercisable stock options.
29
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation and Organization Committee of our Board of Directors is an officer or employee of our company. No executive officer of our company serves as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Compensation and Organization Committee.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee reviews our financial reporting process on behalf of the Board of Directors. Our management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for expressing an opinion on the conformity of our audited financial statements to generally accepted accounting principles.
In this context, the Audit Committee has reviewed and discussed the audited financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61. In addition, the Audit Committee received from the independent registered public accounting firm the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with the independent registered public accounting firm their independence from AECOM Technology Corporation and its management. The Audit Committee has also considered whether the independent registered public accounting firm's provision of non-audit services to us is compatible with the registered public accounting firm's independence.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to our Board of Directors, and the Board has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2007, for filing with the Securities and Exchange Commission.
Respectfully submitted, | ||
William P. Rutledge, Chairman H. Frederick Christie Linda Griego Norman Y. Mineta William G. Ouchi |
30
Independent Registered Public Accounting Firm and Fees
The following table summarizes the fees for professional audit services provided by Ernst & Young for the audit of the Company's annual, consolidated financial statements for fiscal years September 30, 2007 and 2006, as well as fees billed for all other services provided by Ernst & Young, LLP during those same periods:
|
2007 |
2006 |
|||||
---|---|---|---|---|---|---|---|
Audit Fees | $ | 2,576,000 | $ | 1,787,500 | |||
Audit Related Fees | 207,100 | 146,000 | |||||
Tax Fees | 575,900 | 479,000 | |||||
All Other Fees | | | |||||
Total | $ | 3,359,000 | $ | 2,413,000 | |||
Audit Fees. The fees identified under this caption were for professional services rendered by Ernst & Young, LLP for fiscal years 2007 and 2006 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q. The amounts also include fees for services that are normally provided by the independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the years identified.
Audit-Related Fees. The fees identified under this caption were for assurance and related services that were related to the performance of the audit or review of our financial statements and were not reported under the caption "Audit Fees." This category may include fees related to the performance of audits and attest services not required by statute or regulations; audits of the Company's employee benefit plans; due diligence activities related to mergers, acquisitions, and investments; contractor's license compliance procedures; and accounting consultations about the application of generally accepted accounting principles to proposed transactions.
Tax Fees. Consist of fees for tax compliance, tax planning, and tax advice. Corporate tax services encompass a variety of permissible services, including technical tax advice related to U.S. and international tax matters; assistance with foreign income and withholding tax matters; assistance with sales tax, value added tax, and equivalent tax related matters in local jurisdictions; preparation of reports to comply with local tax authority transfer pricing documentation requirements; and assistance with tax audits.
Approval Policy. Our Audit Committee approves in advance all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm in fiscal years 2006 and 2007 were pre-approved by the Audit Committee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2007 by:
31
Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws. The table below includes the number of shares underlying options and warrants that are exercisable within 60 days from December 31, 2007.
Name And Address Of Beneficial Owner(1) |
Amount And Nature Of Beneficial Ownership(2) |
Percent Of Class(%)(2) |
||
---|---|---|---|---|
United States Trust Company, N.A.(3) 555 S. Flower Street, 3700 Los Angeles, CA 90071 |
16,272,315 |
14.16 |
||
Halifax EES Trustees International Limited(4) P.O. Box 827, Queensway House, Hilgrove Street St. Helier, Jersey JE4 OUB |
5,923,456 |
5.16 |
||
GSO Capital Partners LP(5) 280 Park Avenue, 11th Floor East Tower New York, NY 10017 |
7,997,660 |
6.94 |
||
John M. Dionisio(6) |
1,125,388 |
* |
||
Richard G. Newman(7) |
2,678,546 |
2.31 |
||
Francis S.Y. Bong(8) |
1,546,054 |
1.34 |
||
H. Frederic Christie(9) |
128,384 |
* |
||
James H. Fordyce(10) |
8,886 |
* |
||
S. Malcolm Gillis(11) |
87,112 |
* |
||
Linda Griego(12) |
41,407 |
* |
||
Robert J. Lowe(13) |
129,335 |
* |
||
Norman Y. Mineta (14) |
10,453 |
* |
||
William G. Ouchi(15) |
105,000 |
* |
||
William P. Rutledge(16) |
118,467 |
* |
||
James R. Royer(17) |
915,751 |
* |
||
Michael S. Burke(18) |
201,410 |
* |
||
Glenn R. Robson(19) |
254,583 |
* |
||
All directors and executive officers as a group (15 persons) |
8,354,392 |
7.11 |
32
percentage of any other person. Unless otherwise noted, all shares listed as beneficially owned by a stockholder are actually outstanding.
33
34
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These Section 16 reporting persons are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16 forms they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from Section 16 reporting persons, we believe that during our fiscal year ended September 30, 2007, all Section 16 reporting persons complied with all applicable filing requirements.
Incorporation by Reference
In our filings with the Securities and Exchange Commission, information is sometimes "incorporated by reference." This means that we are referring you to information that has previously been filed with the Securities and Exchange Commission, which information should be considered as part of the filing that you are reading. Our Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 7, 2007 is incorporated by reference herein. Based on Securities and Exchange Commission regulations, the reports of the Compensation and Organization Committee and Audit Committee, beginning on pages 20 and 30, respectively, are not specifically incorporated by reference into any other filings that we make with the Securities and Exchange Commission. This proxy statement is sent to you as part of the proxy materials for the 2008 annual meeting of stockholders. You may not consider this proxy statement as material for soliciting the purchase or sale of our common stock.
Availability of Additional Information
Copies of our 2007 Annual Report on Form 10-K have been distributed to stockholders. Additional copies are available upon request without charge by calling Investors Relations at (212) 973-2982, by writing to AECOM Technology Corporation, 555 South Flower Street, 37th Floor, Los Angeles, California 90071, Attention: Corporate Secretary or requesting online through the Information Request page in the "Investors" section of our website: www.aecom.com.
Stockholder Proposals
2008 Annual Meeting Proposals
If a proponent of a proposal fails to notify us within a reasonable time before we mail proxy statements for the 2008 Annual Meeting, then we will be allowed to use our discretionary voting authority under proxies solicited by the Board of Directors when the proposal is raised at the meeting, without any discussion of the matter in the proxy statement. We were not notified of any stockholder proposals to be made at our upcoming annual meeting, and will therefore be allowed to use our discretionary voting authority if any stockholder proposals are raised at the meeting.
2009 Annual Meeting Proposals
Stockholders who wish to have proposals considered for inclusion in the proxy statement and form of proxy for our 2009 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act must cause their proposals to be received in writing by our Corporate Secretary at the address set forth on the first page of this proxy statement no later than September 25, 2008. Any proposal should be addressed to our Corporate Secretary and may be included in next year's proxy materials only if such proposal complies with our bylaws and the rules and regulations promulgated by the Securities and Exchange Commission. Nothing in this section shall be deemed to require us to include in our proxy statement or our proxy
35
relating to any annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the Securities and Exchange Commission.
Other Matters
Our Board of Directors knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting within a reasonable time before we begin to print and mail proxy materials, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. It is important that the proxies be returned promptly and that your shares be represented. Stockholders are urged to mark, date, execute and promptly return the accompanying proxy card.
By order of the Board of Directors, | ||
Stephanie A. Hunter Corporate Secretary |
Los
Angeles, California
January 25, 2008
36
AECOM TECHNOLOGY CORPORATION
AUDIT COMMITTEE CHARTER
January 23, 2007
I. PURPOSE
The Audit Committee is established by the Board of Directors (the "Board") of AECOM Technology Corporation ("AECOM") for the primary purpose of assisting the Board in overseeing (i) the integrity of AECOM's financial statements, (ii) AECOM's compliance with legal and regulatory requirements, (iii) the adequacy of AECOM's internal operating policies and controls, (iv) the independent auditor's qualifications and independence, and (v) the performance of AECOM's independent auditor and AECOM's internal audit function.
The Audit Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section III of this Charter. The Audit Committee will report regularly to the Board and at least annually, as required by regulation, to its shareholders regarding the execution of its duties and responsibilities.
II. COMPOSITION AND MEETINGS
The Audit Committee will comprise at least three directors, including a chairperson, as determined by the Board. Each Audit Committee member shall be an independent director under the requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). All Committee members must be independent, including being free of disallowed compensation agreements, under all other applicable rules and regulations.
All members of the Committee must comply with all financial literacy requirements, as determined by the Board, of the NYSE and any other securities exchange(s) on which AECOM's securities are listed. At least one member of the Audit Committee shall be an "Audit Committee financial expert," as determined by the Board, in compliance with the criteria established by the SEC.
The Committee will meet, either in person or telephonically, at least quarterly, or more frequently as circumstances dictate. A majority of Committee members must be present at each meeting to constitute a quorum. The action of a majority of those present at a meeting at which a quorum is present will be the act of the Audit Committee. The Committee will meet periodically with management, the vice president, internal audit, and the independent auditor in separate executive sessions.
The Committee may delegate from time-to-time its duties to a subcommittee made up of one or more Committee members; provided, that the Committee shall not delegate any power or authority required by any law, regulation or listing standard to which the company is subject to be exercised by the Committee as a whole. Actions and decisions of the subcommittee shall be reported to and ratified by the Committee.
III. RESPONSIBILITIES AND DUTIES
The Audit Committee will:
Documents / Reports / Accounting Information Review
A-1
Sarbanes-Oxley Act of 2002 and relevant reports rendered by the independent auditor (or summaries thereof).
Independent Auditor
This report should be used to assist the Committee in evaluating the independent auditor's qualifications, performance, and independence.
A-2
Financial Reporting Processes, Accounting Policies, and Internal Control Structure
Internal Audit
A-3
Ethical Compliance, Legal Compliance, and Risk Management
Other Responsibilities
The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors as the Committee solely deems appropriate to perform its duties and responsibilities. AECOM will provide appropriate funding, as determined by the Audit Committee, for compensation to the independent auditor, to any advisors that the Audit Committee chooses to engage, and for payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
A-4
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Electronic Voting Instructions
You can
vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on February 27, 2008.
Vote by Internet
· Log on to the Internet and go to
www.investorvote.com
· Follow the steps outlined on the secured website.
Vote by telephone
· Within the US, Canada & Puerto Rico, call toll free 1-800-652-VOTE (8683) on a touch tone telephone.
There is NO CHARGE to you for the call.
· Outside the US, Canada & Puerto Rico, call 1-781-575-2300 on a touch tone telephone.
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· Follow the instructions provided by the recorded message.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. x
Annual Meeting Proxy Card |
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123456 |
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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
1. To elect Class III Directors: |
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02 - H. Frederick Christie |
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To ratify and approve the appointment of the firm of Ernst & |
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B Non-Voting Items
Change of Address Please print new address below.
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C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. |
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<STOCK#> 00TDPC
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Revocable Proxy AECOM TECHNOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS FEBRUARY 27, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard Newman and Stephanie Hunter, and each of them, as proxies for the undersigned, with full power of substitution, to act and vote, as directed, all shares of common stock of AECOM Technology Corporation held of record by the undersigned at the close of business on December 31, 2007, at the Annual Meeting of Stockholders to be held on February 27, 2008 at 9:30 A.M. (local time) at the Millennium Biltmore Hotel, 506 Grand Ave, Los Angeles, CA.
This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned. If this proxy is properly executed and returned and no direction is made, this proxy will be voted for all of the nominees for director in Item 1 and for Item 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof.
The undersigned may elect to withdraw this Proxy at any time prior to its use by giving written notice to the Corporate Secretary, or by executing and delivering to the Corporate Secretary a duly executed Proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.
You can view the Annual Report on Form 10K and Proxy Statement on the Internet at investors.aecom.com.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. x
Annual Meeting Proxy Card
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
1. To elect Class III Directors: |
For |
Withhold |
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01 - Francis S. Y. Bong |
o |
o |
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For |
Withhold |
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02 - H. Frederick Christie |
o |
o |
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For |
Withhold |
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03 - S. Malcolm Gillis |
o |
o |
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For |
Against |
Abstain |
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2.
To ratify and approve the appointment of the firm of Ernst & |
o |
o |
o |
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B Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. |
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Signature 1 Please keep signature within the box. |
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Signature 2 Please keep signature within the box. |
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<STOCK#> 00TDQD
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Revocable Proxy AECOM TECHNOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS FEBRUARY 27, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard Newman and Stephanie Hunter, and each of them, as proxies for the undersigned, with full power of substitution, to act and vote, as directed, all shares of common stock of AECOM Technology Corporation held of record by the undersigned at the close of business on December 31, 2007, at the Annual Meeting of Stockholders to be held on February 27, 2008 at 9:30 A.M. (local time) at the Millennium Biltmore Hotel, 506 Grand Ave, Los Angeles, CA.
This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned. If this proxy is properly executed and returned and no direction is made, this proxy will be voted for all of the nominees for director in Item 1 and for Item 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof.
The undersigned may elect to withdraw this Proxy at any time prior to its use by giving written notice to the Corporate Secretary, or by executing and delivering to the Corporate Secretary a duly executed Proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.
You can view the Annual Report on Form 10K and Proxy Statement on the Internet at investors.aecom.com.
000004
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DESIGNATION (IF ANY)
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Please return the completed proxy by February 22, 2008:
· By fax to 1-866-628-2288
· Email PDF copy to
bernie.krause@computershare.com
· Using the enclosed return envelope to:
Computershare Trust Company
Attn: Plans Administration
510 Burrard Street, 2nd floor,
Vancouver, BC V6C 3B9
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. x
Annual Meeting Proxy Card
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
1. To elect Class III Directors: |
For |
Withhold |
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01 - Francis S. Y. Bong |
o |
o |
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For |
Withhold |
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02 - H. Frederick Christie |
o |
o |
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Withhold |
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03 - S. Malcolm Gillis |
o |
o |
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For |
Against |
Abstain |
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2.
To ratify and approve the appointment of the firm of Ernst & |
o |
o |
o |
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B Non-Voting Items
Change of Address Please print new address below.
C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. |
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Signature 1 Please keep signature within the box. |
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Signature 2 Please keep signature within the box. |
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MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND |
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<STOCK#> 00TDRF
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy AECOM TECHNOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS FEBRUARY 27, 2008
THIS PROXY IS SOLICITED ON BEHALF OF COMPUTERSHARE TRUST COMPANY OF CANADA AS TRUSTEE
The undersigned hereby appoints Computershare Trust Company of Canada as proxy for the undersigned, with full power of substitution, to act and vote, as directed, all vested shares of common stock of AECOM Technology Corporation allocated to the undersigned at the close of business on December 31, 2007, at the Annual Meeting of Stockholders to be held on February 27, 2008 at 9:30 A.M. (local time) at the Millennium Biltmore Hotel, 506 Grand Ave, Los Angeles, CA.
This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned. If this proxy is properly executed and returned and no direction is made, Computershare Trust Company of Canada will abstain from voting on your vested shares. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof.
You can view the Annual Report on Form 10K and Proxy Statement on the Internet at investors.aecom.com.
000004
MR A SAMPLE
DESIGNATION (IF ANY)
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C123456789
000000000.000000 ext |
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Electronic Voting Instructions
You can
vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 5:00 p.m., Central Time, on February 20, 2008.
Vote by Internet
· Log on to the Internet and go to
www.investorvote.com
· Follow the steps outlined on the secured website.
Vote by telephone
· Within the US, Canada & Puerto Rico, call toll free 1-800-652-VOTE (8683) on a touch tone telephone.
There is NO CHARGE to you for the call.
· Outside the US, Canada & Puerto Rico, call 1-781-575-2300 on a touch tone telephone.
Standard rates will apply.
· Follow the instructions provided by the recorded message.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. x
Annual Meeting Proxy Card |
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123456 |
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C0123456789 |
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12345 |
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
1. To elect Class III Directors: |
For |
Withhold |
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01 - Francis S. Y. Bong |
o |
o |
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For |
Withhold |
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02 - H. Frederick Christie |
o |
o |
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For |
Withhold |
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03 - S. Malcolm Gillis |
o |
o |
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For |
Against |
Abstain |
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2.
To ratify and approve the appointment of the firm of Ernst & |
o |
o |
o |
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B Non-Voting Items
Change of Address Please print new address below.
C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. |
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Signature 1 Please keep signature within the box. |
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Signature 2 Please keep signature within the box. |
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C 1234567890 |
JNT |
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE |
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140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND |
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3 1 A V |
0 1 5 8 7 6 4 |
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND |
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MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND |
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<STOCK#> 00TDSD
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy AECOM TECHNOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS FEBRUARY 27, 2008
THIS PROXY IS SOLICITED ON BEHALF OF HALIFAX EES TRUSTEES INTERNATIONAL LIMITED AS TRUSTEE OF THE GLOBAL STOCK PLANS
The undersigned hereby appoints Halifax EES Trustees International Limited as proxy for the undersigned, with full power of substitution, to act and vote, as directed, all shares of common stock of AECOM Technology Corporation allocated to the undersigneds Global Stock Plan account at the close of business on December 31, 2007, at the Annual Meeting of Stockholders to be held on February 27, 2008 at 9:30 A.M. (local time) at the Millennium Biltmore Hotel, 506 Grand Ave, Los Angeles, CA.
This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned. If this proxy is properly executed and returned and no direction is made, this proxy will be voted for all of the nominees for director in Item 1 and for Item 2. In its discretion, Halifax EES Trustees International Limited is authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof.
You can view the Annual Report on Form 10K and Proxy Statement on the Internet at investors.aecom.com.
000004
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
C123456789
000000000.000000 ext |
|
000000000.000000 ext |
000000000.000000 ext |
|
000000000.000000 ext |
000000000.000000 ext |
|
000000000.000000 ext |
Electronic Voting Instructions
You can
vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 5:00 p.m., Central Time, on February 22, 2008.
Vote by Internet
· Log on to the Internet and go to
www.investorvote.com
· Follow the steps outlined on the secured website.
Vote by telephone
· Within the US, Canada & Puerto Rico, call toll free 1-800-652-VOTE (8683) on a touch tone telephone.
There is NO CHARGE to you for the call.
· Outside the US, Canada & Puerto Rico, call 1-781-575-2300 on a touch tone telephone.
Standard rates will apply.
· Follow the instructions provided by the recorded message.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. x
Annual Meeting Proxy / Voting Instruction Card |
|
123456 |
|
C0123456789 |
|
12345 |
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
1. To elect Class III Directors: |
For |
Withhold |
|
|
|
|
|
|
|
01 - Francis S. Y. Bong |
o |
o |
|
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For |
Withhold |
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02 - H. Frederick Christie |
o |
o |
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For |
Withhold |
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03 - S. Malcolm Gillis |
o |
o |
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For |
Against |
Abstain |
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2.
To ratify and approve the appointment of the firm of Ernst & |
o |
o |
o |
|
B Non-Voting Items
Change of Address Please print new address below.
C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. |
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Signature 1 Please keep signature within the box. |
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Signature 2 Please keep signature within the box. |
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C 1234567890 |
JNT |
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE |
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140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND |
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3 1 A V |
0 1 5 8 7 6 5 |
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND |
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MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND |
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<STOCK#> 00TDTF
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
Voting Instructions
The undersigned, revoking previous voting instructions relating to these shares, hereby instructs United States Trust Company, N.A., (U.S. TRUST) to vote all of the shares of common stock of AECOM Technology Corporation allocated to the undersigneds Plan account as specified on the reverse side of this voting instruction card at the Annual Meeting of Stockholders to be held on February 27, 2008 at 9:30 A.M. (local time) at the Millennium Biltmore Hotel, 506 Grand Ave, Los Angeles, CA, and at any adjournments or postponements thereof.
IF YOU SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD BUT NO CHOICE IS SPECIFIED, OR IF YOU DO NOT RETURN THIS CARD, THE SHARES ALLOCATED TO YOUR PLAN ACCOUNT WILL BE VOTED BY U.S. TRUST IN ITS OWN DISCRETION.
You can view the Annual Report on Form 10K and Proxy Statement on the Internet at investors.aecom.com.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. x
Annual Meeting Proxy Card |
|
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|
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposal 2.
1. To elect Class III Directors: |
For |
Withhold |
|
|
|
|
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|
|
01 - Francis S. Y. Bong |
o |
o |
|
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For |
Withhold |
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02 - H. Frederick Christie |
o |
o |
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For |
Withhold |
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03 - S. Malcolm Gillis |
o |
o |
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For |
Against |
Abstain |
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2.
To ratify and approve the appointment of the firm of Ernst & |
o |
o |
o |
|
B Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. |
|
Signature 1 Please keep signature within the box. |
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Signature 2 Please keep signature within the box. |
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1 U P X |
0 1 5 8 7 6 6 |
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<STOCK#> 00TZMA
PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy AECOM TECHNOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS FEBRUARY 27, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard Newman and Stephanie Hunter, and each of them, as proxies for the undersigned, with full power of substitution, to act and vote, as directed, all shares of Class C preferred stock of AECOM Technology Corporation held of record by the undersigned at the close of business on December 31, 2007, at the Annual Meeting of Stockholders to be held on February 27, 2008 at 9:30 A.M. (local time) at the Millennium Biltmore Hotel, 506 Grand Ave, Los Angeles, CA.
This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned. If this proxy is properly executed and returned and no direction is made, this proxy will be voted for all of the nominees for director in Item 1 and for Item 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof.
The undersigned may elect to withdraw this Proxy at any time prior to its use by giving written notice to the Corporate Secretary, or by executing and delivering to the Corporate Secretary a duly executed Proxy bearing a later date, or by appearing at the Annual Meeting and voting in person.
You can view the Annual Report on Form 10K and Proxy Statement on the Internet at investors.aecom.com.
U.S. TRUST
NOTICE TO PARTICIPANTS
IN THE
AECOM TECHNOLOGY CORPORATION
RETIREMENT & SAVINGS PLAN
Dear Plan Participant:
Enclosed is a proxy statement that has been prepared by AECOM Technology Corporation (the Company) in connection with the annual meeting of stockholders of the Company to be held on February 27, 2008. At the annual meeting, the Companys stockholders will be asked to vote on the proposals listed on the enclosed voting instruction card.
As a participant in the AECOM Technology Corporation Retirement & Savings Plan (the Plan), you may instruct United States Trust Company, N.A. (U.S. Trust) how to vote the shares of Company stock allocated to your plan account. U.S. Trust will vote those shares for which timely voting instructions are not received in its sole discretion .
INSTRUCTIONS TO U.S. TRUST
Pursuant to the terms of the Plan, each participant is entitled to direct U.S. Trust how to vote the shares of common stock and convertible preferred stock of the Company (Company Stock) with respect to the items listed on the voting instruction card.
How to Provide Voting Instructions
You may use the enclosed voting instruction card to direct U.S. Trust to vote the shares of Company stock allocated to your Plan account. If you sign, date and return a voting instruction card but do not check any boxes on the card, U.S. Trust will vote the shares in its sole discretion.
You may also provide voting instructions to U.S. Trust by using the Internet or a touch-tone telephone. Simply access http://www.investorvote.com on the Internet or dial 1-866-652-VOTE (8683) on a touch-tone telephone and follow the directions. You must have your voting instruction card with your control number available when you vote by Internet or telephone. If you return a voting instruction card and also provide voting instructions by Internet and/or telephone, U.S. Trust will follow your latest instructions. For this purpose, the date on your voting instruction card will be the date for those instructions. If it is not possible to determine which voting instruction is the latest, U.S. Trust will follow your latest electronic voting instructions.
Failure to Provide Voting Instructions
If you fail to sign, date and return a card or vote by Internet or telephone by 5:00 p.m Central time on February 22, 2008, U.S. Trust will vote the shares of Company Stock allocated to your Plan account in its sole discretion.
VOTING DEADLINE
In order to ensure that your voting instructions to U.S. Trust are tabulated in a timely manner, your voting instruction card, Internet or telephone instructions must be received no later than 5:00 p.m Central time on February 22, 2008.
If you wish to provide voting instructions by returning a voting instruction card, you must complete, sign, date and return your card in time for it to be received by the voting deadline. Please return your voting instruction card in the postage paid envelope provided.
CONFIDENTIALITY
Your voting instructions to U.S. Trust are confidential. U.S. Trust will not disclose how you voted or if you voted, unless required to do so by law. You should feel free to instruct U.S. Trust to vote in the manner you think is best.
QUESTIONS
If you have any questions about your voting rights under the Plan, the voting instruction card or the confidentiality of your vote, contact U.S Trust between the hours of 8:30 a.m. and 4:00 p.m. Pacific Time at 1-800-535-3093.
United States Trust Company, N.A.
January 26, 2008
Trust Company
510 Burrard Street, 2nd Floor,
Vancouver, British Columbia
V6C 3B9
Telephone 604-661-9400
Facsimile 604-661-9447
www.computershare.com
Re: Annual General Meeting of AECOM Technology Corporation - February 28, 2008
Dear Plan Member,
Computershare Trust Company of Canada as Trustee for the AECOM Technology Corporation / UMA Group Employee Stock Purchase Plan shall vote, or cause to be voted, only such vested Shares, at such meetings of Shareholders in accordance with the instructions given to the Plan Trustee in writing by each Participant. To ensure that your vote is tabulated, please mail your completed proxy and send it using the enclosed return envelope so that it is delivered before February 22, 2008. As an alternative, you can fax the completed proxy to 1-866-628-2288 or email a signed PDF copy to bernie.krause@computerershare.com.
Sincerely,
Bernie Krause
Plan Administrator
Computershare Trust Company
510 Burrard Street, 2nd Floor,
Vancouver, BC V6C 3B9
Direct - 604-661-0298
Direct Toll Free - 888-897-1100
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F + 44 (0)845 125 8623 |
January 2008
Our ref: 1461497\VERNA\ECS_JSY\280750
Dear Plan Participant:
Please find enclosed a proxy statement/informational statement that has been prepared by AECOM Technology Corporation (the Company) in connection with a Special Meeting of Stockholders of the Company to be held on 27 February 2008 (the Meeting).
As a Plan Participant in the AECOM Technology Corporation Global Stock Investment Plan, Hong Kong Stock Investment Plan, Australia Stock Investment Plan or Australia Stock Purchase Plan (the Plan, collectively the Plans) you may provide voting instructions to Halifax EES Trustees International Limited as trustee of the AECOM Technology Corporation: Global Stock Investment Plan Trust (the Trustee) with respect to shares of the Corporations Common Stock allocated to your Plan account.
You should read the proxy statements/informational statement carefully before giving the Trustee your voting recommendation.
Instructions To The Trustee
As trustee of the Plans, the Trustee holds shares of common stock of the Company for the benefit of the Plans participants. Only the Trustee can vote the shares held by the Trust. However, under the terms of the Plans you are entitled to instruct the Trustee how to vote the shares of Stock allocated to your account. You may instruct the Trustee to vote for or against or to abstain from voting.
How to Provide Voting Instructions
You can either return your voting card by post or vote electronically by Internet or telephone:
Vote by Internet
· Log on to the Internet and go to www.investorvote.com
· Follow the steps outlined on the secured website.
Vote by telephone
· Within the US, Canada & Puerto Rico, call toll free 1-800-652-VOTE (8683) on a touch tone telephone. There is no charge to you for the call.
· Outside the US, Canada & Puerto Rico, call 1-781-575-2300 on a touch tone telephone. Standard rates will apply.
· Follow the instructions provided by the recorded message.
Halifax EES Trustees International Limited, Registered in Jersey No. 92182. Registered office: 31/33 New Street, St Helier, Jersey JE4 8YW, Channel Islands
Regulated by the Jersey Financial Services Commission under the Financial Services (Jersey) Law 1998 to conduct Trust Company Business
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Failure to Provide Voting Instructions
If you fail to sign, date and return a card or vote on the Internet or telephone by the voting deadline described below, the Trustee will abstain from voting on the Shares
Voting Deadline
In order to ensure that your voting instructions to the Trustee are tabulated in a timely manner, your voting instruction card, Internet or telephone instructions must be received no later than 5:00 PM, U.S. Central Time on 20 February 2008.
If you wish to provide voting instructions by returning a voting instruction card, you must complete, sign, date and return your card in time for it to be received by the voting deadline. Please return your voting instruction card in the envelope provided.
Confidentiality
Your voting instructions to the Trustee are confidential. The Trustee will not disclose how you voted or if you voted, unless required to do so by law. You should feel free to instruct the Trustee to vote in the manner you think is best.
Questions
If you have any questions regarding the information provided to you, you may contact the trustee by email at aecomjsy@hbosees.com.
Your ability to instruct the Trustee on how to vote your stock is an important part of your rights as a Plan participant. Please consider the enclosed material carefully and then furnish your voting instructions promptly.
Yours faithfully
For and on behalf of
Halifax EES Trustees International Limited
as trustee of the AECOM Technology Corporation: Global Stock Investment Plan Trust
Authorised Signatory
Halifax EES Trustees International Limited, Registered in Jersey No. 92182. Registered office: 31/33 New Street, St Helier, Jersey JE4 8YW, Channel Islands
Regulated by the Jersey Financial Services Commission under the Financial Services (Jersey) Law 1998 to conduct Trust
Company Business