U.S. 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: November 15, 2005
(Date of earliest event reported)
ALBANY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1373 Broadway, Albany, New York 12204
(518) 445-2200
(Address and telephone number of the registrant's principal executive offices)
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 9, 2005, the Directors approved certain changes to the Company's
Corporate Governance Guidelines relating to director compensation. An excerpt
from the Guidelines, as revised, is being filed as an exhibit.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
An excerpt from the Registrant's Corporate Governance Guidelines relating
to director compensation is filed as an exhibit.
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
-------------------------
Name: Michael C. Nahl
Title: Senior Vice President
and Chief Financial Officer
Date: November 15, 2005
Index to Exhibits
Exhibit Number Description of Document
- -------------- -----------------------
10(o)(vi) Excerpt from Corporate Governance Guidelines describing
director compensation
Exhibit 10(o)(vi)
[Excerpt for Registrant's Corporate Governance Guidelines]
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:
Commencing January 1, 2006, directors receive a $90,000 annual retainer. $20,000
of the annual retainer is received in shares of Class A Common Stock of the
Company pursuant to the Directors Retainer Plan approved by the shareholders of
the Company in 2004. If the shareholders approve a proposed amendment of the
Directors Retainer Plan at the 2006 Annual Meeting, the stock portion of the
annual retainer will be increased to $50,000.
Meeting fees:
Commencing January 1, 2006, directors receive $1,500 for each normal meeting of
the Board and $1,000 for each normal meeting of a committee that they attend in
person or by telephone. Directors receive $750 for their participation in each
meeting of the Board or a committee that is designated as a telephone meeting,
The 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 Lead Director,
who presides at meetings of the non-management directors and acts as liaison
between the members of the Board and the Chief Executive Officer, receives an
annual fee of $5,000 for such service. Directors receive $1,000 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.
Pension:
Each person who was a member of the Board of Directors on January 12, 2005, who
was elected as a director prior to August 9, 2000 and who is not eligible to
receive a pension under any other Company retirement program, shall, following
(i) the termination of his or her service as a director and (ii) the attainment
of age 65, be entitled to receive an annual pension in the amount of $20,000,
payable in equal quarterly installments until the earlier of (a) the expiration
of a period equal to the number of full years that such person served as a
director prior to May 31, 2001 or (b) the death of such person.
The Board of Directors is empowered to change the fees and benefits of
directors. The Board seeks to provide fees and emoluments for directors that
fairly compensate the directors for the time commitment and level of
responsibility they assume and that are comparable to those customarily provided
by other corporations similarly situated.