UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 30, 2007

ABM Industries Incorporated

(Exact name of registrant as specified in its charter)

Delaware		1-8929		94-1369354
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

160 Pacific Avenue, Suite 222, San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (415) 733-4000

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 30, 2007, ABM Industries Incorporated (the “Company”) expanded the size of its Board of Directors (the “Board”) to ten members and selected Anthony G. Fernandes as a director to fill the newly created vacancy. In addition, Mr. Fernandes has been appointed to the Audit Committee of the Board, such appointment to be effective upon the date of the filing of the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2007.

Mr. Fernandes is a member of the Board of Directors of Baker Hughes Inc.(NYSE:BHI), Cytec Industries (NYSE:CYT), Black and Veatch and Tower Automotive. He served as chairman, CEO and president of Philip Services Corporation, an integrated metals recovery and industrial services company with operations throughout the U.S., Canada and Europe, until his retirement in 2002. Mr. Fernandes joined Philip Services after more than 30 years executive management experience with the Atlantic Richfield Company (“ARCO”). While at ARCO, he achieved the level of Executive Vice President and member of the Board of Directors responsible for the downstream businesses or non exploration and production activities with additional focus on China.

Mr. Fernandes’ cash and equity compensation arrangements as a director will be the same as those previously reported for other non-employee directors; provided, however, that the annual award of restricted stock units will be prorated to reflect ten rather than twelve months of service.

A copy of the press release announcing the selection of Mr. Fernandes as a director is attached hereto as Exhibit 99.1.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 30, 2007, the Board of Directors of the Company amended Article VIII of the Company’s Bylaws to allow for the issuance of uncertificated shares through a direct registration system. The Board of Directors adopted this amendment in order to comply with New York Stock Exchange rules which will require securities listed on the exchange to be eligible for a direct registration system by January 2008.

The amendment to the Company’s By-laws became effective May 30, 2007.

The foregoing description of the amendment to the Company’s Bylaws is qualified in its entirety by reference to the full text of the Bylaws amendment, a copy of which is attached as Exhibit 3.2 and incorporate herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

3.2 Amendment to Bylaws of the Company, effective May 30, 2007

99.1 Press Release dated June 1, 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

3.2		Amendment to Bylaws of the Company, effective May 30, 2007
99.1		Press Release dated June 1, 2007

Exhibit 3.2

Amendment to Bylaws of the Company, effective May 30, 2007

The following Section was added to Article VIII:

Section 8.3. Direct Registration System. Notwithstanding any other provision in these Bylaws, the Corporation may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for any required statements on certificates, and as may be required by applicable corporate securities laws, which system has been approved by the United States Securities and Exchange Commission. Any system so adopted shall not become effective as to issued and outstanding certificated securities until the certificates therefor have been surrendered to the Corporation.

Exhibit 99.1

ABM INDUSTRIES INCORPORATED NAMES NEW DIRECTOR
Anthony G. Fernandes to Join ABM Board

SAN FRANCISCO — June 1, 2007 — The board of directors of ABM Industries Incorporated (NYSE: ABM) has elected Anthony G. Fernandes to its corporate board as an independent director. Fernandes is a member of the Board of Directors of Baker Hughes Inc. (NYSE:BHI), Cytec Industries (NYSE:CYT), and Black and Veatch. He is also completing a term with Tower Automotive.

     “Anthony’s extensive multinational business background, financial acumen, and his track record managing public companies with large, diversified work forces, will be a valuable addition to our board and Audit Committee,” said Henrik C. Slipsager, ABM Industries president and CEO. “We look forward to his involvement with ABM and welcome his contributions,” he added.

     Fernandes brings talent and business insight to the ABM board. He served as chairman, CEO and president of Philip Services Corporation, an integrated metals recovery and industrial services company with operations throughout the U.S., Canada and Europe, until his retirement in 2002. He joined Philip Services after more than 30 years executive management experience with the Atlantic Richfield Company (ARCO), which in 1999 was a $20 billion, Fortune 100, diversified energy company. Fernandes achieved the level of Executive Vice President and member of the Board of Directors responsible for the downstream businesses or non exploration and production activities with additional focus on China. He also served as Chairman of ARCO Chemical Company, a publically traded (NYSE) company, 80 per cent owned by ARCO. Since joining ARCO in 1968, Fernandes held a range of senior management positions including chief financial officer of ARCO’s hard rock and coal mining companies as well as ARCO’s domestic exploration and production activities. He also served as the Corporate Controller and President of ARCO Coal Company, a subsidiary of the parent.

     “We are extremely pleased to welcome Anthony Fernandes to our board of directors,” said Maryellen C. Herringer, ABM Industries chairman of the board. “Anthony is a highly respected business professional whose experience and financial expertise will contribute to furthering ABM’s industry leadership,” she added.

     Fernandes earned a bachelor of science degree from Cornell University and an MBA in finance from Columbia University.

ABM Industries Incorporated

     ABM Industries Incorporated is among the largest facility services contractors listed on the New York Stock Exchange. With fiscal 2006 revenues in excess of $2.7 billion and more than 75,000 employees, ABM provides janitorial, parking, security, engineering and lighting services for thousands of commercial, industrial, institutional and retail facilities in hundreds of cities across the United States and British Columbia, Canada. The ABM Family of Services includes ABM Janitorial Services; Ampco System Parking; ABM Security Services; ABM Facility Services; ABM Engineering; and Amtech Lighting Services.

# # #

Contact:
ABM Industries, Inc.
David Farwell (senior vice president, chief of staff and treasurer)
(415) 733-4000 or E-mail: dfarwell@abm.com