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 11, 2018

 

ALBANY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)

 

 

Delaware 1-10026 14-0462060

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S Employer

Identification No.)

 

216 Airport Drive Rochester, New Hampshire 03867
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code       603-330-5850

 

None
(Former name or former address, if changed since last report.)

 

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:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

☐  Emerging growth company

☐  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting of stockholders held on May 11, 2018, there were four items subject to a vote of security holders: (1) the election of ten members of the Board of Directors of the Company; (2) the ratification of the appointment of KMPG LLP as the Company’s independent auditor; (3) the approval, by nonbinding vote, of executive compensation, and (4) the approval of the new Directors’ Annual Retainer Plan, increasing the stock portion of each Director’s annual retainer from $70,000 to $90,000 and extending the term of the plan.

1. In the vote for the election of ten members of the Board of Directors of the Company, the number of votes cast for, the number of votes withheld from, and broker non-votes as to each of the nominees were as follows:

 

   

Number of Votes For

  

Number of Votes Withheld

  

Broker Non-Votes 

Nominee

  

Class A

  

Class B

  

Class A

  

Class B

  

Class A

  

Class B

Christine L. Standish   14,493,733   32,328,440   12,416,090   0   690,758                        0
Erland E. Kailbourne   25,470,024   32,328,440   1,439,800   0   690,758                        0
John F. Cassidy, Jr.   25,185,256   32,328,440   1,724,567   0   690,758                        0
Edgar G. Hotard   25,569,882   32,328,440   1,339,942   0   690,758                        0
John R. Scannell   20,203,521   32,328,440   6,706,302   0   690,758                        0
Katharine L. Plourde   26,220,000   32,328,440   689,824   0   690,758                        0
A. William Higgins   25,309,582   32,328,440   1,600,242   0   690,758                        0
Kenneth W. Krueger   26,644,444   32,328,440   265,380   0   690,758                        0
Olivier M. Jarrault   25,479,697   32,327,440   1,430,126   1,000   690,758  

 

0

Lee C. Wortham   25,464,664   32,328,440   1,445,160   0   690,758   0

 

 

 

2. In the vote for the ratification of the appointment of KPMG LLP as the Company’s independent auditor, the number of votes cast for, the number of votes cast against, the number cast as abstentions, and broker non-votes were as follows:

 

For

  

Against

  

Abstain

 Broker Non-Votes
59,901,465   20,761   6,795 0

 

3. In the vote to approve, by non-binding vote, executive compensation, the number of votes cast for, the number of votes cast against, the number cast as abstentions, and broker non-votes were as follows:

 

For

  

Against

  

Abstain

 Broker Non-Votes
49,333,368   9,888,161   16,734 690,758

 

 

 

4. In the vote to approve the new Directors’ Annual Retainer Plan, increasing the stock portion of Director’s annual retainer from $70,000 to $90,000 and extending the term of the plan, the number of votes cast for, the number of votes cast against, the number cast as abstentions, and broker non-votes were as follows:

 

For

  

Against

  

Abstain

 Broker Non-Votes
59,179,968   40,565   17,730 690,758

 

 

 

 

 

 

Signature


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

 

    ALBANY INTERNATIONAL CORP.
     
     
    By: /s/ John B. Cozzolino
       
    Name: John B. Cozzolino
    Title: Chief Financial Officer and Treasurer
    (Principal Financial Officer)
       
       
Date: May 16, 2018