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 director elections, auditor ratification, an amendment to the Certificate of Incorporation, 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

• Election of 8 directors to serve until the 2026 Annual Meeting; Board recommends voting for all nominees.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025; Board recommends approval.

• Approval of an amendment to the Certificate of Incorporation to update the exculpation provision for officers; Board recommends approval.

• Advisory vote to approve executive compensation; Board recommends approval.

• Stockholder proposal to require shareholder approval for severance payments exceeding 2.99x salary plus bonus; Board recommends voting against.

Board of directors and corporate governance

• Board consists of 8 nominees, with 7 independent directors and a diverse mix of skills and backgrounds.

• Board refreshment includes a 12-year term limit and mandatory retirement age of 72 for new directors.

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

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

• Annual self-evaluations and majority voting in uncontested director elections are in place.