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) February 27, 2009
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 1-10026 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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(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 240.13a-4(c))
TABLE OF CONTENTS
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 27, 2009, the Registrant's Board of Directors approved amendments to
the Registrant's Corporate Governance Guidelines to effect changes to Director
compensation. A copy of the relevant excerpt from the Guidelines is being filed
as Exhibit 10(o)(vi). At the same time, the Board approved amendments to the
Registrant's Directors' Annual Retainer Plan. The Annual Retainer Plan, which
covers the stock portion of Director Compensation, requires stockholder
approval. The Registrant plans to seek such approval at the 2009 Annual Meeting
of Stockholders. A copy of the amended Plan is being filed as Exhibit 10(o)(v).
The effect of these changes is to shift a larger portion of Director
compensation from cash to shares of Registrant's Class A Common Stock.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibit 10(o)(v) Directors' Annual Retainer Plan.
Exhibit 10(o)(vi) Excerpt from Corporate Governance Guidelines describing
Director compensation.
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/ Michael C. Nahl
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Name: Michael C. Nahl
Title: Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
Date: March 2, 2009
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 10(o)(v) Directors' Annual Retainer Plan.
Exhibit 10(o)(vi) Excerpt from Corporate Governance Guidelines describing
Director compensation.
Exhibit 10(o)(v)
Approved by Board February 27, 2009
Subject to Stockholder Approval
DIRECTORS' ANNUAL RETAINER PLAN
1. This Plan shall govern the annual retainer and quarterly meeting fees
payable for services as a member of the Board of Directors of Albany
International Corp. ("the Company") during the period from the Annual
Meeting of Stockholders of the Company in 2009 until it is amended or
terminated by the Board of Directors; provided, that in no event shall any
shares be paid under this plan after May 29, 2018. This Plan shall affect
only the portion of the annual retainer or meeting fees to be paid in
shares of Class A Common Stock ("Shares") of the Company.
2. A portion of the amounts payable for service as a member of the Board of
Directors each year shall be paid in Shares. Each director shall receive a
portion of the annual retainer equal to $50,000 in Shares. In lieu of
quarterly meeting fees, each director shall receive additional Shares each
year with a value of $25,000. The total number of shares to be paid to
each director each year shall be determined by dividing $75,000 by the per
share closing price of a share of such stock on the day of the Annual
Meeting at which the election of directors for such year occurs ("the
Valuation Price"), as such Valuation Price is shown on the composite index
for such day in the Wall Street Journal, rounded down to the nearest whole
number. Any director may elect to have any withholding tax obligation
arising from the distribution of shares under this Plan to be satisfied by
directing the Company to withhold shares with a value equal to such
obligation from the shares that would otherwise be issuable. In addition,
any director who has met or exceeded any share ownership guidelines or
requirements adopted by the Board of Directors and then in effect, may
elect to receive all or any portion of the shares that would otherwise be
distributed under this paragraph in cash. Any election pursuant to this
paragraph shall be made no later than 10 business days prior to the date
on which shares would otherwise be delivered.
3. The shares of Class A Common Stock payable to a director under this Plan
shall be delivered to the director as promptly as practicable after each
Annual Meeting. Upon delivery to the director, such shares shall be fully
paid, non-assessable and not subject to forfeiture.
4. The portion of the annual retainer not paid in shares--that is, the
aggregate dollar amount of the annual retainer for the year, as determined
from time to time by the Board of Directors, less (i) the Valuation Price
times (ii) the number of whole shares payable to a director for the
year--as well as any cash meeting fees or other cash compensation, shall
be paid to the directors in cash at such time or times during the year as
the Board of Directors shall from time to time determine.
5. This Plan may be terminated or amended by the Board of Directors at any
time, subject to any applicable rules or regulations requiring approval by
stockholders of the Company.
Exhibit 10(o)(vi)
Approved by Board February 27, 2009
Subject to Stockholder Approval
Excerpt from Corporate Governance Guidelines describing director compensation
Directors who are not employees of the Company are compensated for their
services by fees in cash and stock. All directors are reimbursed for expenses
incurred in connection with such services. In addition, the Company provides
travel and liability insurance to all directors.
Currently, directors' fees are as follows:
Annual Retainer:
Directors receive a $95,000 annual retainer. $50,000 of the annual retainer is
received in shares of Class A Common Stock of the Company pursuant to the
Directors' Annual Retainer Plan approved by the Board in February 2009. The Plan
is subject to stockholder approval. The Company expects to seek stockholder
approval at the 2009 Annual Meeting.
Share Ownership Guidelines:
The Board has adopted share ownership guidelines for the Chief Executive Officer
and the Board. Under these guidelines, directors are generally expected to
retain ownership of shares of Common Stock awarded or acquired until an
ownership equal to three (3) times the annual cash and stock retainer is
attained. A director who has attained this level may elect to receive in cash
all or a portion of a retainer payment otherwise payable in shares of Common
Stock.
Meeting Fees:
In lieu of meeting fees, each director who is not a member of the Audit
Committee receives an additional annual retainer of $25,000, all of which is
payable in shares of Class A common stock. In lieu of meeting fees, each
director who is a member of the Audit Committee also receives an additional
annual retainer of $25,000, all of which is payable in shares of Class A common
stock, plus an additional annual cash retainer of $5,000. The share portion of
this additional retainer is issued pursuant to the Directors' Annual Retainer
Plan.
Directors receive cash fees of $1,500 for each special meeting of the Board and
$1,000 for each special meeting of a committee that they attend in person or by
telephone. Directors receive $750 for their participation in each special
meeting of the Board or a committee that is designated as a telephone meeting.
The special meeting fees received by a director for any one day may not exceed
$2,500.
Other Fees:
The Chairman of each standing committee, other than the Audit Committee,
receives an annual fee of $5,000 for such service. The Chairman of the Audit
Committee receives an annual fee of $10,000 for such service. The Chairman of
the Board receives an annual fee of $50,000 for such service. The Vice Chairman
of the Board receives an annual fee of 25,000 for such service. Directors
receive $1,500 for each day that they are engaged in Company business (other
than attendance at Board or committee meetings) at the request of the Chairman
of the Board or the Chief Executive Officer.