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: February 23, 2018
(Date
of earliest event reported)
ALBANY INTERNATIONAL CORP. |
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(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 |
(518) 445-2200 |
(Address and telephone number of the registrant's principal executive offices) |
(Former name or former address, if changed since last report.) |
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 of 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. ⃞
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure under Item 8.01 is incorporated herein by reference.
Item 8.01. Other Events.
On February 23, 2018, the Board of Directors of Albany International Corp. (“the Company”) announced that it had nominated Lee C. Wortham as a candidate for election to the Board at the Annual Meeting of Stockholders, to be held on May 11, 2018. In connection with Mr. Wortham’s nomination, on February 23, 2018, current Director John C. Standish informed the Company of his intention to retire from the Board effective May 11, 2018.
A copy of the Company’s press release, dated February 23, 2018, which is incorporated by reference herein, is attached as Exhibit 99.1.
Item 9.01 Exhibits
Exhibit 99.1 Press release dated February 23, 2018
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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.
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ALBANY INTERNATIONAL CORP. |
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By: /s/ John B. Cozzolino |
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Name: John B. Cozzolino |
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Title: Chief Financial Officer and Treasurer (Principal Financial Officer) |
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Date: |
February 23, 2018 |
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Exhibit 99.1
Albany International Announces New Director Nominee
ROCHESTER, N.H.--(BUSINESS WIRE)--February 23, 2018--Albany International Corp. (NYSE:AIN) announced today that its Board of Directors has nominated Lee C. Wortham as a candidate for election to the Board at the Annual Meeting of Stockholders, to be held on May 11, 2018. In connection with Mr. Wortham’s nomination, current Director John C. Standish has informed the Company of his intention to retire from the Board, effective May 11, 2018. (Christine L. Standish, a Director of the Company since 1997, has been re-nominated and will remain a candidate for re-election at the May meeting.)
Mr. Wortham is a director and officer of the J.S. Standish Company. The J.S. Standish Company holds or controls shares representing approximately 53% of the combined voting power of all stockholders of the Company.
Mr. Wortham has been a partner of Barrantys LLC, a consultant and service provider to wealthy families and family offices, since 2007, and during that time has been an adviser to the Standish family. Mr. Wortham has also served as a director of Evans Bancorp, Inc. since 2011, and currently serves as Vice Chairman.
Prior to joining Barrantys, Mr. Wortham served in senior management positions at First Niagara Financial Group, Inc. (2005 to 2007), The Bank of New York (1999 to 2005), and Chase Manhattan Bank and Chemical Bank (currently JP Morgan Chase & Co.) (1985 to 1999).
Albany Chairman Erkie Kailbourne said, “The Board is pleased to nominate Lee Wortham as a candidate for election at the May meeting of stockholders. We believe that Lee’s extensive experience in the financial services industry will make him a valuable contributor to our Board. As a long-time adviser to the Standish family, and a director and executive officer of the J.S. Standish Company, his election will also preserve the continuity of the Standish family’s Board presence, as John Standish retires from the Board at the end of his current term in May.
“The Board also thanks John Standish for his many years of service and support, both as an employee and a Board member. We are sorry to be losing such a valued colleague and friend, and we wish John the very best.”
About Albany International Corp.
Albany International is a
global advanced textiles and materials processing company, with two core
businesses. Machine Clothing is the world’s leading producer of
custom-designed fabrics and belts essential to production in the paper,
nonwovens, and other process industries. Albany Engineered Composites is
a rapidly growing supplier of highly engineered composite parts for the
aerospace industry. Albany International is headquartered in Rochester,
New Hampshire, operates 22 plants in 10 countries, employs 4,400 people
worldwide, and is listed on the New York Stock Exchange (Symbol AIN).
Additional information about the Company and its products and services
can be found at www.albint.com.
CONTACT:
Albany International Corp.
Investors
John
Cozzolino, 518-445-2281
john.cozzolino@albint.com
or
Media
Heather
Kralik, 801-505-7001
heather.kralik@albint.com