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, 2006
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 May 12, 2006, the stockholders of the Registrant approved a new Directors'
Annual Retainer Plan. A copy of the Plan is being filed as an exhibit.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Directors' Annual Retainer Plan.
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
Date: May 16, 2006
Index to Exhibits
Exhibit Number Description of Document
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10(o)(v) Directors' Annual Retainer Plan
Exhibit 10(o)(v)
DIRECTORS' ANNUAL RETAINER PLAN
1. This Plan shall govern the annual retainer payable for services as a member
of the Board of Directors of Albany International Corp. ("the Company") during
the period from the Annual Meeting of Stockholders of the Company in 2006 until
it is amended or terminated by the Board of Directors; provided, that in no
event shall any shares be paid under this plan after May 10, 2015. This Plan
shall affect only the portion of the annual retainer to be paid in shares of
Class A Common Stock of the Company.
2. A portion of the annual retainer payable for service as a member of the Board
of Directors each year shall be paid in shares of Class A Common Stock of the
Company. The number of shares to be paid each year shall be determined by
dividing $50,000 by the per share closing price of a share of such stock on the
day of the Annual Meeting at which the election of directors for such year
occurs ("the Valuation Price"), as such Valuation Price is shown on the
composite index for such day in the Wall Street Journal, rounded down to the
nearest whole number.
3. The shares of Class A Common Stock payable to a director as part of the
annual retainer shall be delivered to the director as promptly as practicable
after each Annual Meeting. Upon delivery to the director, such shares shall be
fully paid, non-assessable and not subject to forfeiture.
4. The portion of the annual retainer not paid in shares -- that is, the
aggregate dollar amount of the annual retainer for the year, as determined from
time to time by the Board of Directors, less (i) the Valuation Price times (ii)
the number of whole shares payable to a director for the year -- shall be paid
to the directors in cash at such time or times during the year as the Board of
Directors shall from time to time determine.
5. This Plan may be terminated or amended by the Board of Directors at any time,
subject to any applicable rules or regulations requiring approval by
stockholders of the Company.