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 9, 2008
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))
Item 1.01 Entry into a Material Definitive Agreement.
On May 9, 2008, the Directors approved certain changes to the Company's
Corporate Governance Guidelines relating to director compensation, which became
effective immediately. An excerpt from the Guidelines, as revised, is being
filed as an exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
10(o)(ix) Excerpt from the Registrant's 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
Date: May 14, 2008
Index to Exhibits
Exhibit Number Description of Document
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10(o)(ix) Excerpt from Corporate Governance Guidelines describing
director compensation
Exhibit 10(o)(ix)
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:
Directors receive a $100,000 annual retainer. $50,000 of the annual retainer is
received in shares of Class A Common Stock of the Company pursuant to the
Directors Retainer Plan approved by the shareholders of the Company in 2006.
Meeting fees:
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.
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.
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.
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.