AGM 2021

Feb 24, 2021

Good morning, and welcome to the twenty twenty one AECOM Annual Meeting of Stockholders. Today's annual meeting is being broadcast live and is being recorded. When the formal business portion of the agenda has concluded, the company will answer any questions relevant to the meeting matters subject to time constraints. For opening remarks and introductions, I will turn today's call over to Douglas Stottler, Chairman of the Board of AECOM, who will serve as Chairman of today's meeting. The floor is yours. Mr. Stottler? Thank you, operator, and good morning, ladies and gentlemen. Thank you for joining us today. In response to continued public health precautions regarding in person gatherings amidst the coronavirus pandemic and out of concern for the health and well-being of our shareholders, employees and the broader community, our meeting today is being conducted as a virtual only meeting via live webcast. Per our meeting procedures, you can submit questions online using the virtual meeting portal specified in the proxy statement. At the end of the meeting, we intend to answer those questions submitted during the meeting pertinent to the items being brought before the shareholders for vote today. Please note, we intend to limit today's meeting to a total time of one half hour. If you encounter any technical difficulties assessing or participating in the meeting, please refer to the virtual meeting portal for information on how to reach our support team. The time is now 08:01 A. M. Pacific and this meeting is hereby officially called to order. Before we proceed to the business of the meeting, I would like to introduce you to the members of our Board of Directors and senior leadership team present at today's virtual meeting. First, our directors. Joining us today are my fellow directors and director nominees Bradley Buss Robert Card, Diane Creel, Jacqueline Hinman, Lydia Kennard, Troy Rudd, Daniel Tishman, Sander Van Norden and General Janet Wolfenbarger. From our senior leadership team with us today are Troy Rudd, Chief Executive Officer Gaurav Kapoor, Chief Financial Officer Lara Paolone, President and David Gann, Chief Legal Officer. We also have members of Ernst and Young LLP, AECOM's registered independent public accounting firm present at today's meeting. Also present is Mr. Rene Del Rio of Computu hare, AECOM's transfer agent. Mr. Del Rio will serve as Inspector of Election at today's meeting. The Board of Directors has appointed David Gan and Manav Kumar as the proxies for today's meeting. Mr. Kumar will serve as the Secretary of the meeting. A list of the stockholders entitled to vote at the meeting is available as noted on the webcast for inspection throughout the meeting. The list of stockholders entitled the vote has been available at the company's executive offices in Los Angeles, California for the past ten days as required by Delaware law and SEC rules. Now, I'd like to turn it over to Mr. Kumar, our Corporate Secretary. Mr. Kumar will establish that the meeting has been duly called and that a quorum is present or represented by proxy for the annual meeting. Thank you, Mr. Chairman. The Board has fixed 01/11/2021 as the record date for determining stockholders of record entitled to vote at this meeting. An affidavit is with the Inspector of Elections attesting to the fact that the notice of meeting, the proxy statement and the annual report on Form 10 ks for fiscal year twenty twenty were made available on 01/15/2021 to all stockholders of record as of the record date. As stated in the notice, the purposes of this meeting are as follows: first, to elect each of the 11 directors to serve until the company's Annual Meeting of Stockholders to be held in 2022 or until the election and qualification of their respective successors second, to ratify the selection of Ernst and Young LLP as the independent registered public accounting firm for the fiscal year twenty twenty one third, to vote on a resolution to approve the company's executive compensation on an advisory basis fourth, to consider and act upon a stockholder proposal regarding lobbying disclosure and finally, to transact any other business that may properly come before the meeting. Rene Del Real of Computershare, the company's transfer agent has been appointed to act as Inspector of Election at this meeting. Mr. Del Real's oath as Inspector has been submitted to the Secretary and will be included in the minutes of the meeting. The inspector of election has submitted the following report. There were 147,774,517 shares of AECOM common stock outstanding and eligible to vote as of the record date. The holders of not less than 137,777,728 shares are represented by proxy. Approximately 93.24% of the voting power of the outstanding shares is present virtually or represented by proxy at the meeting. Accordingly, Mr. Chairman, a quorum is present. On the basis of the Secretary's report, the meeting is duly convened. The polls for each matter voted on at this meeting will open when all of the proposals have been presented and will close immediately following the call for final voting. Now we will conduct the formal business as set forth in the notice of the meeting. There are four proposals to be considered by the stockholders at this annual meeting. The first item of business today is the election of directors. All 11 directors are to be elected today. Those 11 nominees receiving the highest number of votes of shares present in person or by proxy at this meeting will be elected to the Board of Directors and will hold office until twenty twenty two's Annual Meeting of Shareholders or until their successors are elected and qualified. The following individuals have been nominated to the Board Bradley Buss Robert Card, Diane Creel, Jacqueline Hinman, Lydia Kennard, Troy Rudd, Clarence Schmitz, Douglas Stottler, Daniel Tishman, Sander Van Nordendt and General Janet Wolfenbarger. I declare the nominations closed. The meeting will now proceed to the second item on the agenda concerning the ratification of the selection of Ernst and Young LLP as the company's independent registered public accounting firm for the current fiscal year. A majority of the shares present in person or represented by proxy and entitled to vote at this meeting is required to ratify such selection. The selection of Ernst and Young LLP was recommended to the Board by the Audit Committee. The Board recommends that the stockholders vote for the ratification of Ernst and Young LLP as the independent registered accounting firm for the current fiscal year. The meeting will now proceed to the third item on the agenda concerning the vote on the advisory resolution on the company's executive compensation. In accordance with SEC rules, we are asking stockholders to approve an advisory resolution on the company's executive compensation to its named executive officers as reported in our proxy statement. This advisory resolution is nonbinding on the Board. Although nonbinding, the Board and the Compensation and Organization Committee will carefully review and consider the voting results when evaluating program. The Board recommends that the stockholders of AECOM approve on an advisory basis the compensation of AECOM's named executive officers as set forth in analysis, the summary compensation table and the related compensation tables and narrative in the proxy statement for AECOM's twenty twenty one Annual Meeting of Stockholders. The meeting will now proceed to the fourth item on the agenda concerning a stockholder proposal regarding lobbying disclosure. This proposal was made by Mr. John Sheveden. I understand that Mr. Sheveden is present. Accordingly, Proposal four is properly presented at the meeting, so we can proceed to consider Proposal four. Mr. Scheveden's arguments in favor of Proposal four and the Board's position against Proposal four are set forth in the proxy statement. However, Mr. Shibadan, if you nonetheless wish to present your proposal formally, you are welcome to do so at this time. We ask that you please limit your remarks to two minutes. One moment. Hello? Yes, sir. Can you hear me okay? Yes, Mr. Shvedden. Proposal four, disclosure of money spent on lobbying. This proposal asked management to report on its state and federal lobbying expenditures including indirect funding of lobbying through trade associations and social welfare groups. After the January in Washington DC, many companies announced they will stop making political contributions to lawmakers who voted to reject certification of the winner of the twenty twenty presidential election. But the question now being asked is whether the changes will only be temporary emergency measures to repair reputation damage or something more lasting. As a result, investors are asking companies to commit to corporate political responsibility by disclosing all dark money payments to third party groups that use money to influence policy. Our company currently provides no details to stockholders on its lobbying nor its membership in payments to trade associations and social welfare groups that also lobby. Since 2014, our company has spent more than $13,000,000 on federal lobbying. And there is incomplete disclosure about the spending at a state level lobbies. For example, our company spent $1,500,000 on lobbying in New York from 2011 to 2018. Our company is required to report its lobbying and already has this information, so it could easily provide this information to shareholders. Corporations contribute millions to trade associations that lobby indirectly on their behalf without specific disclosure or accountability. Yet our company fails to even disclose its trade association memberships and payments nor the portions of these payments used for lobbying. Our company also fails to disclose payments to five zero one(four) social welfare organizations, which can also lobby. For example, the Rule of Law Defense Fund is a social welfare group that helped organize the protests before the Capitol Hill riots and is an arm of Republican Attorney General Association. Does our company make contributions to groups like the Rule of Law Defense Fund? We have no way to know because AECOM fails to disclose its contributions to social welfare groups. Disclosure transparency is a safety mechanism for our company and its reputation as what gets disclosed gets managed. Full disclosure of our company's lobbying, including all third party payments, will ensure proper oversight of our company's lobbying, and it will make it easier for our directors to monitor shareholder money spent on lobbying. Please note, yes, proposal four disclosure of money spent on lobbying. Thank you for your proposal Mr. Sheboden. The company has not received notice from any other stockholders as required under its bylaws of any other matter to be considered at today's Annual Meeting and therefore no other proposals may be properly introduced by stockholders. This concludes the discussion on all matters submitted for consideration at this meeting. We will now vote on the items of business. Stockholders who have sent in proxies need not take any further action with respect to any of the matters to be voted on today. If any present stockholder of record wishes to revote or has not yet voted, please vote now by clicking on the Vote Your Shares link on the Annual Meeting site. The time is 08:13 a. M. Site. 08:13 A. a. M. Pacific, February twenty four and ask that the Inspector of Elections collect and tabulate the ballots. The Inspector of Elections has informed us that the ballots have been tabulated. I call upon the Secretary to present the results of the tabulation. Mr. Chairman, the votes have been counted and the following 11 nominees have been duly elected as Directors of Bradley Buss, Robert Card, Diane Creel, Jacqueline Hinman, Lydia Kennard, Troy Rudd, Clarence Schmitz, Douglas Stottler, Daniel Tishman, Sander Vont Nordenda and General Janet Wolfenbarger. The votes also confirmed that the selection of Ernst and Young LLP as the corporation's independent registered public accounting firm for fiscal year 2021 is ratified. The advisory resolution on the company's executive compensation has also received a majority of the vote. Finally, the resolution on the stockholder proposal regarding lobbying disclosure received a majority of the vote and therefore has been approved. Documents regarding the results of the voting are available for inspection and will be filed with the records of the meeting. A full tally of the votes will be published in a Form eight ks report, which will be filed with the Securities and Exchange Commission within the next four business days. We have now concluded the formal business portion of the annual meeting. We will now answer any appropriate questions from stockholders. We will follow the meeting procedures outlined on the virtual meeting website. Having received no questions, there being no further business to come before the meeting, I declare the annual meeting now adjourned at 08:15 a. M. Pacific. Thank you for attending today's concludes the meeting. You may now disconnect and have a pleasant day.