-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BUilNjIFSPhtnb7dDs1qb1UU84Diut240JycZhZCDrE4XxiQDsZbvyf1nh+vEr0P LjVBu9kM2BoYnrLW7JtBPA== 0000891092-09-000992.txt : 20090304 0000891092-09-000992.hdr.sgml : 20090304 20090304095419 ACCESSION NUMBER: 0000891092-09-000992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090227 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090304 DATE AS OF CHANGE: 20090304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBANY INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000819793 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 140462060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10026 FILM NUMBER: 09654014 BUSINESS ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 BUSINESS PHONE: 5184452200 MAIL ADDRESS: STREET 1: 1373 BROADWAY CITY: ALBANY STATE: NY ZIP: 12204 FORMER COMPANY: FORMER CONFORMED NAME: ALBINT INC DATE OF NAME CHANGE: 19870924 8-K 1 e34732_8k.txt FORM 8-K 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. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10026 14-0462060 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1373 Broadway, Albany, New York 12204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 445-2200 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 240.13a-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 ------- ---------- 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 ------- ----------------- 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 ------------------------------------------------------- Name: Michael C. Nahl Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: March 4, 2009 -----END PRIVACY-ENHANCED MESSAGE-----