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))
Item 1.01 Entry into a Material Definitive Agreement
On February 27, 2009, the Compensation Committee of the Registrant's Board of
Directors approved the following bonuses for 2008 pursuant to the Registrant's
Annual Cash Incentive Bonus Program, for the Registrant's chief executive
officer, chief financial officer and the three other most highly compensated
executive officers during such year, to be paid 1/2 in cash and 1/2 in shares of
the Registrant's Class A common stock:
Officer 2008 Bonus
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Joseph G. Morone $809,300
Michael C. Nahl 199,500
Daniel A. Halftermeyer 180,000
David B. Madden 174,200
Michael J. Joyce 175,600
The Committee has also established target 2009 annual incentive bonuses for
Messrs. Morone, Nahl, Halftermeyer and Joyce, and for Mr. Ralph Polumbo (Mr.
Madden is no longer an executive officer of the Registrant) pursuant to the
Registrant's Annual Cash Incentive Bonus Program as follows:
Officer 2009 Target Bonus
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Joseph G. Morone $896,250
Michael C. Nahl 220,924
Daniel A. Halftermeyer 207,152
Michael J. Joyce 207,152
Ralph M. Polumbo 164,395
The Committee determined that bonuses for the Registrant's top management,
including the above-named officers, for 2009 would be based on one or more of:
adjusted consolidated EBIDTA, working capital, adjusted corridor or segment
EBIDTA, corridor or segment working capital or other functional metrics and
individual performance criteria. A bonus equal to the target amount will
generally be paid if the Committee determines that appropriate performance
levels in each of these areas has been achieved. Lesser bonuses may be paid if
such performance is not achieved and larger bonuses if performance exceeds such
levels. The Committee further determined, however, that it would reserve the
right to exercise its discretion, after the close of the 2009 fiscal year, as in
prior years, to determine to what extent bonuses had been earned, and reserved
the right to take individual performance factors (including, for example, the
possible adverse impact during the year of cost-reduction, plant closings or
downsizings and other restructuring-related activities in specific divisions,
regions or business lines) into account, and to employ both objective and
subjective criteria in determining the final bonuses. It is the current
intention of the Compensation Committee that such bonuses shall be paid 1/2 in
cash and 1/2 in shares of the Registrant's Class A common stock.
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 4, 2009