Current Report Filing (8-k)
May 16 2018 - 2:57PM
Edgar (US Regulatory)
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
11, 2018
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-10026
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14-0462060
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S Employer
Identification No.)
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216 Airport Drive Rochester, New Hampshire
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03867
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
603-330-5850
None
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(Former name or former address, if changed since last report.)
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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)
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act 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 11, 2018, there were four items subject to a vote of security holders: (1) the election of ten
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) the approval of the new
Directors’ Annual Retainer Plan, increasing the stock portion of each Director’s annual retainer from $70,000 to
$90,000 and extending the term of the plan.
1. In the vote for the election of ten 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:
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Number of Votes For
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Number of Votes Withheld
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Broker Non-Votes
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Nominee
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Class A
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Class B
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Class A
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Class B
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Class A
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Class B
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Christine L. Standish
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14,493,733
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32,328,440
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12,416,090
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0
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690,758
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0
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Erland E. Kailbourne
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25,470,024
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32,328,440
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1,439,800
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0
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690,758
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0
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John F. Cassidy, Jr.
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25,185,256
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32,328,440
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1,724,567
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0
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690,758
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0
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Edgar G. Hotard
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25,569,882
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32,328,440
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1,339,942
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0
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690,758
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0
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John R. Scannell
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20,203,521
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32,328,440
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6,706,302
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0
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690,758
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0
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Katharine L. Plourde
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26,220,000
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32,328,440
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689,824
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0
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690,758
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0
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A. William Higgins
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25,309,582
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32,328,440
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1,600,242
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0
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690,758
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0
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Kenneth W. Krueger
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26,644,444
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32,328,440
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265,380
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0
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690,758
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0
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Olivier M. Jarrault
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25,479,697
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32,327,440
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1,430,126
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1,000
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690,758
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0
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Lee C. Wortham
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25,464,664
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32,328,440
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1,445,160
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0
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690,758
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0
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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
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Against
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Abstain
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Broker Non-Votes
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59,901,465
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20,761
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6,795
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0
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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
|
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Against
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Abstain
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Broker Non-Votes
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49,333,368
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9,888,161
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16,734
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690,758
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4.
In
the vote to approve the new Directors’ Annual Retainer Plan, increasing the stock portion of Director’s annual retainer
from $70,000 to $90,000 and extending the term of the 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
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Against
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Abstain
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Broker Non-Votes
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59,179,968
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40,565
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17,730
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690,758
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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.
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ALBANY INTERNATIONAL CORP.
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By:
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/s/ John B. Cozzolino
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Name: John B. Cozzolino
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Title: Chief Financial Officer and Treasurer
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(Principal Financial Officer)
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Date:
May 16, 2018
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