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.