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 12, 2017

 

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:

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 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 12, 2017, there were five 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, (4) the recommendation, by nonbinding vote, the frequency of stockholder voting on executive compensation, and (5) the approval of the Company’s 2017 Incentive Compensation 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:

 

 

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 25,512,380   32,328,440   898,960   0   861,460    0
Christine L. Standish 13,808,010   32,328,440   12,603,330   0   861,460    0
Erland E. Kailbourne 25,418,487   32,328,440   992,853   0   861,460    0
John C. Standish 13,819,401   32,328,440   12,591,939   0   861,460    0
John R. Scannell 25,996,214   32,328,440   415,126   0   861,460    0
Katharine L. Plourde 25,205,135   32,328,440   1,206,205   0   861,460    0
John F. Cassidy, Jr. 24,693,205   32,328,440   1,718,135   0   861,460    0
Edgar G. Hotard 25,976,217   32,328,440   435,123   0   861,460    0
A. William Higgins 25,995,378   32,328,440   415,962   0   861,460  

 

0

Kenneth W. Krueger 25,996,478   32,328,440   414,862   0   861,460   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
59,513,171  42,710  45,359  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
58,558,250  164,721  16,809  861,460

 

 

 

4.      In the vote to recommend the frequency of stockholder voting on executive compensation, the number of votes cast for one year, the number cast for two years, the number cast for three years, the number cast as abstentions, and broker non-votes were as follows:

 

For 1 Year  For 2 Years  For 3 Years  Abstain  Broker Non-Votes
53,924,534  7,970  4,796,965  10,311  861,460

 

5.     In the vote to approve the Company’s 2017 Incentive Compensation 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
57,539,903  1,176,796  23,081  861,460
   
   

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 16, 2017