ALBANY INTERNATIONAL CORP /DE/
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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:  May 14, 2020

(Date of earliest event reported)

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 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)) of 1934 (240.12b-2 of this chapter).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

AIN

The New York Stock Exchange (NYSE)

Class B Common Stock, $0.001 par value per share

AIN

The New York Stock Exchange (NYSE)

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. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the Company’s Annual Meeting of stockholders held on May 14, 2020, there were four items subject to a vote of security holders: (1) the election of nine 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) approve a new Directors’ Annual Retainer Plan.

 

1.In the vote for the election of nine 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

25,313,702

16,167,440

2,644,311

0

776,530

0

 

Erland E. Kailbourne

26,361,967

16,167,440

1,596,046

0

776,530

0

 

John F. Cassidy, Jr.

26,781,428

16,167,440

1,176,585

0

776,530

0

 

John R. Scannell

13,089,811

16,167,440

14,868,202

0

776,530

0

 

Katharine L. Plourde

27,609,369

16,167,440

348,644

0

776,530

0

 

A. William Higgins

27,368,150

16,167,440

589,863

0

776,530

0

 

Kenneth W. Krueger

27,773,119

16,167,440

184,894

0

776,530

0

 

Lee C. Wortham

26,212,594

16,167,440

1,745,419

0

776,530

0

 

Mark J. Murphy

27,772,434

16,167,440

185,579

0

776,530

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

44,878,941

21,776

1,266

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

32,826,657

11,271,880

26,916

776,530

4. In the vote to approve, by non-binding vote, a new Directors’ Annual Retainer 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

44,087,151

31,311

6,991

776,530


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/ Stephen M. Nolan  

 

Name:

Stephen M. Nolan

Title:

Chief Financial Officer and Treasurer

(Principal Financial Officer)

Date: May 19, 2020


Exhibit No.

Description

104

Inline XBRL cover page.