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 17, 2005
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 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 17, 2005, the Compensation Committee of the Registrant's Board of
Directors approved the following cash bonuses for 2004 pursuant to the
Registrant's Annual Bonus Program for the Registrant's chief executive officer
and the four other most highly compensated executive officers during such year:
Officer 2004 Bonus
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Frank R. Schmeler $250,000
Michael C. Nahl 130,000
Michel J. Bacon 130,000
Edward Walther 127,100
William M. McCarthy 125,000
The Committee has also established target 2005 cash bonuses for Messrs.
Schmeler, Nahl and McCarthy pursuant to the Registrant's Annual Bonus Program as
follows:
Officer 2005 Target Bonus
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Frank R. Schmeler $362,500
Michael C. Nahl 193,600
William M. McCarthy 193,600
The Committee determined that cash bonuses for 2005 would be based, as in 2004,
on the Registrant's performance with respect to operating income, share of
market and management of inventories and accounts receivable. A cash 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
2005 fiscal year, as in prior years, to determine to what extent cash 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.
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: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: February 24, 2005