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AECOM Proxy Statement 21JAN201911445341 AECOM 1999 AVENUE OF THE STARS, SUITE 2600 LOS ANGELES, CALIFORNIA 90067 Dear AECOM Stockholder: You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the ‘‘2020 Annual Meeting’’) of AECOM, which will be held on Tuesday, March 10, 2020, at 3:00 p.m. local time in the Conference Center located at 1999 Avenue of the Stars, Los Angeles, California 90067. Details of the business to be conducted at the 2020 Annual Meeting are given in the attached Notice of Annual Meeting of Stockholders and the attached Proxy Statement. Whether or not you plan to attend the 2020 Annual Meeting in person, it is important that your shares be represented. The attached Proxy Statement contains details about how you may vote your shares. Sincerely, 13JAN201802584662 Michael S. Burke Chairman of the Board and Chief Executive Officer 21JAN201911445341 1999 AVENUE OF THE STARS, SUITE 2600 LOS ANGELES, CALIFORNIA 90067 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 10, 2020 The 2020 Annual Meeting of Stockholders (the ‘‘2020 Annual Meeting’’) of AECOM (the ‘‘Company,’’ ‘‘our’’ or ‘‘we’’) will be held on Tuesday, March 10, 2020, at 3:00 p.m. local time in the Conference Center located at 1999 Avenue of the Stars, Los Angeles, California 90067. At the 2020 Annual Meeting, you will be asked to: 1. Elect each of the 10 director nominees named in the Proxy Statement accompanying this notice to the Company’s Board of Directors to serve until the Company’s 2021 Annual Meeting of Stockholders. The Board of Directors recommends that you vote FOR each of the director nominees. 2. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for Fiscal Year 2020. The Board of Directors recommends that you vote FOR the ratification of the selection of Ernst & Young LLP. 3. Vote on a resolution to approve our 2020 Stock Incentive Plan. The Board of Directors recommends that you vote FOR the approval of the 2020 Stock Incentive Plan. 4. Vote to approve the Company’s executive compensation, on an advisory basis. The Board of Directors recommends that you vote FOR the Company’s executive compensation on an advisory basis. 5. To consider and act upon a stockholder proposal regarding actions by written consent. The Board of Directors recommends that you vote AGAINST the stockholder proposal. We will also attend to any other business properly presented at the 2020 Annual Meeting and any adjournment or postponement thereof. The foregoing items of business are more fully described in the Proxy Statement that is attached to, and a part of, this notice. Only common stockholders of record at the close of business on January 14, 2020, can vote at the 2020 Annual Meeting or any adjournment or postponement thereof. By order of the Board of Directors, 16JAN202002360537 Manav Kumar Corporate Secretary Los Angeles, California January 23, 2020 Your Vote is Important Whether or not you plan to attend the 2020 Annual Meeting in person, we request that you vote (a) by Internet, (b) by telephone or (c) by requesting a printed copy of the proxy materials and using the proxy card or voting instruction card enclosed therein as promptly as possible in order to ensure your representation at the 2020 Annual Meeting. You may revoke your proxy at any time before it is exercised by giving our Corporate Secretary written notice of revocation, submitting a later-dated proxy by Internet, telephone or mail or by attending the 2020 Annual Meeting and voting in person. 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 2020 Annual Meeting, you must obtain from the record holder a proxy issued in your name. Table of Contents Proxy Statement Summary .................................................... 1 Introduction ............................................................... 6 Annual Meeting Information ................................................... 7 Proposal 1: Election of Directors ................................................ 9 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm ........ 18 Proposal 3: Approval of 2020 Stock Incentive Plan ................................... 20 Proposal 4: Advisory Resolution to Approve Executive Compensation ..................... 29 Proposal 5: Stockholder Proposal ............................................... 30 Proposal 5: Board of Directors’ Statement in Opposition to the Stockholder Proposal .......... 31 Corporate Governance ....................................................... 33 Executive Officers .......................................................... 43 Compensation Discussion and Analysis ........................................... 45 Report of the Compensation/Organization Committee of the Board of Directors .............. 68 Executive Compensation Tables ................................................ 69 CEO Pay Ratio ............................................................. 79 Directors’ Compensation ..................................................... 81 Compensation Committee Interlocks and Insider Participation ........................... 83 Report of the Audit Committee of the Board of Directors ............................... 84 Audit Fees ................................................................ 86 Security Ownership of Certain Beneficial Owners and Management ....................... 87 Other Information ........................................................... 89 Annex A — 2020 Stock Incentive Plan ............................................ A-1 Annex B — Reconciliation of Non-GAAP Items ...................................... B-1 Proxy Statement Summary Meeting Information Record Date: January 14, 2020 Meeting Date: March 10, 2020, 3:00 P.M. (Pacific Time) Location: Conference Center, 1999 Avenue of the Stars, Los Angeles, CA 90067 This summary highlights information contained elsewhere in our Proxy Statement and does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement carefully before voting. We made this Proxy Statement first available to stockholders on January 23, 2020. Stockholder Voting Matters Board’s Voting Page Proposal Recommendation Reference Elect directors to serve until our 2021 Annual Meeting of Stockholders. FOR EACH 9 Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for Fiscal Year 2020. FOR 18 Approve our 2020 Stock Incentive Plan. FOR 20 Advisory vote to approve our executive compensation. FOR 29 Stockholder proposal regarding actions by written consent. AGAINST 30 How to Vote Vote Online Vote by Phone Vote by Mail 16JAN202002342054 You can vote your shares online by You can vote your shares by phone16JAN202002341801 You can vote your shares by mail by following the instructions on your16JAN202002342179 by following the instructions on your requesting a printed copy of the proxy proxy card proxy card (1-800-652-8683) — or materials and signing, dating and (www.envisionreports.com/ACM). scan the QR code: mailing the enclosed proxy card to: AECOM 1999 Avenue of the Stars, Suite 2600 Los Angeles, CA 90067 16JAN202002340622 Attn: Corporate Secretary 1 Our Current Board of Directors Director Committee Name Age Since Primary (or Former) Occupation Independent Memberships Michael S. Burke† 56 2014 Chairman of the Board and Chief Executive Officer, AECOM No None Robert G. Card 66 2019 President (and former President and Chief Executive Officer Yes A, CS of SNC-Lavalin, a large E&C firm), The Card Group LLC Peter A. Feld 40 2019 Managing Member, Starboard Value LP Yes CO, NG, CS* Senator William H. Frist 67 2014 Partner, Cressey & Company (former Senate Majority Yes A, NG Leader) Jacqueline C. Hinman 58 2019 Former Chairman, President and Chief Executive Officer of Yes SRS CH2M HILL Companies, Ltd. Steven A. Kandarian‡ 67 2019 Former Chairman and Chief Executive Officer of MetLife Inc. Yes A, CO* Dr. Robert J. Routs 73 2010 Former Executive Director U.S. Downstream Operations, Yes CO, SRS* Royal Dutch Shell plc Clarence T. Schmitz 71 2014 Co-Founder and Former Chief Executive Officer, Outsource Yes A*, CO Partners International Inc. Douglas W. Stotlar 59 2014 Former President and Chief Executive Officer, Con-way Inc. Yes A, NG*, CS Daniel R. Tishman 64 2010 Director and Officer of Tishman Holdings Corporation No SRS, CS General Janet C. Wolfenbarger 61 2015 General (Retired), United States Air Force Yes NG, SRS A = Audit Committee SRS = Strategy, Risk & Safety Committee ‡ = Lead Independent Director CO = Compensation/Organization Committee * = Committee Chair NG = Nominating/Governance Committee † = Chairman of the Board CS = CEO Search Committee Recent Corporate Governance Actions AECOM prioritizes direct engagement between management and the Board with our stockholders. As a result, several significant corporate governance actions have been implemented over the last several years. These actions include separating the roles of Chairman and CEO effective as of the appointment of a new CEO, adopting majority voting, adopting proxy access, providing stockholders with a right to call a special meeting, and removing supermajority provisions to approve business combinations. These actions safeguard the long-term interests of AECOM and all stockholders. ✔ Roles of Chairman and Chief Executive Officer will Intended Separation of Chairman 2019 be separated upon appointment of a new Chief and Chief Executive
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