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 13, 2016

 

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 principal executive offices) (Zip Code)

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: 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting of stockholders held on May 13, 2016, there were five items subject to a vote of security holders: (1) the election of eight 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, (4) the approval of the Company’s 2011 Incentive Compensation Plan for Section 162(m) purposes, and (5) the approval of a new Directors’ Annual Retainer Plan.

1. In the vote for the election of eight 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

Joseph G. Morone 24,427,066   32,328,440   1,722,213   0   1,130,027                        0
Christine L. Standish 14,049,298   32,328,440   12,099,981   0   1,130,027                        0
Erland E. Kailbourne 23,770,009   32,328,440   2,379,270   0   1,130,027                        0
John C. Standish 14,063,054   32,328,440   12,086,225   0   1,130,027                        0
John R. Scannell 22,926,614   32,328,440   3,222,665   0   1,130,027                        0
Katharine L. Plourde 24,160,567   32,328,440   1,988,712   0   1,130,027                        0
John F. Cassidy, Jr. 22,915,721   32,328,440   3,233,558   0   1,130,027                        0
Edgar G. Hotard 24,234,636   32,328,440   1,909,643   0   1,130,027                        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
59,553,451   47,427   6,868 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
58,157,530   278,800   41,389 1,130,027

 

4. In the vote to approve the Company’s 2011 Incentive Compensation Plan for Section 162(m) purposes, 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
42,429,799   16,021,689   26,231 1,130,027

 

 

5. In the vote to approve the 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
58,319,810   121,888   36,021 1,130,027

 

 

 

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/ John B. Cozzolino
       
    Name: John B. Cozzolino
    Title: Chief Financial Officer and Treasurer
    (Principal Financial Officer)
       
       
Date: May 17, 2016