AECOM (ACM) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on February 28, 2025, with stockholders able to vote and submit questions online.

• Key proposals include electing 8 directors, ratifying Ernst & Young LLP as auditor, amending the Certificate of Incorporation for officer exculpation, an advisory vote on executive compensation, and a stockholder proposal on severance compensation.

• The Board recommends voting for all management proposals and against the stockholder proposal on severance compensation.

• Only stockholders of record as of January 6, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Elect 8 directors to serve until the 2026 Annual Meeting; Board recommends FOR.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for FY2025; Board recommends FOR.

• Proposal 3: Amend Certificate of Incorporation to update exculpation for officers; Board recommends FOR.

• Proposal 4: Advisory vote to approve executive compensation; Board recommends FOR.

• Proposal 5: Stockholder proposal to require shareholder approval for severance exceeding 2.99x salary+bonus; Board recommends AGAINST.

Board of directors and corporate governance

• Board consists of 8 nominees, 7 of whom are independent; average tenure is 6.9 years.

• Board diversity includes two women and one LGBTQ+ member; commitment to appoint a racially/ethnically diverse director within a year.

• Board leadership structure will combine Chairman and CEO roles, with a Lead Independent Director.

• All Board committees (Audit, Compensation, Nominating) are composed entirely of independent directors.

• Annual Board and committee self-evaluations and director term/retirement limits are in place.