Form 8-K - Current report

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: February 23, 2024

(Date of earliest event reported)


			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 603-330-5800


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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.001 par value per share

AIN

The New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act 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 5.02. Election of Director.

On February 23, 2024, the Board of Directors (the "Board") of Albany International Corp. (“Albany”) voted to elect Bonnie C. Lind as a member of the Board. The Board also appointed Ms. Lind to the Board’s Audit Committee. In addition, the Board voted Director John R Scannell Chairman of the Board to succeed Erland (Erkie) Kailbourne, who will remain a member of the Board of Directors. A copy of Albany’s news release announcing Ms. Lind’s election is filed as Exhibit 99.1 to this report.

Upon her election, Ms. Lind entered into an indemnification agreement with Albany, the form of which has been previously filed as Exhibit 10(t) to a Current Report on Form 8-K filed on April 12, 2006.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

99.1 News Release dated February 23, 2024.

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/ Robert D. Starr

			Name:			Robert D. Starr
			Title:			Executive Vice President and Chief Financial Officer
						(Principal Financial Officer)

Date: February 23, 2024

EXHIBIT INDEX


Exhibit No.			Description
99.1			News Release, dated February 23, 2024, issued by Albany International Corp.
104			Inline XBRL cover page.

Exhibit 99.1

NEWS RELEASE

BONNIE C. LIND ELECTED TO ALBANY INTERNATIONAL CORP. BOARD OF DIRECTORS

JOHN R. SCANNELL APPOINTED CHAIRMAN OF THE BOARD

Rochester, N.H. – February 23, 2024 – Albany International Corp. (NYSE:AIN) announced today that Bonnie C. Lind has been elected to its Board of Directors and that Director John R. Scannell has been appointed Chairman of the Board.

Ms. Lind, age 65, served as Sr. Vice President, CFO & Treasurer of Neenah Inc. following its spinoff from Kimberly-Clark Corporation in 2004 until October 2020. Prior to that, from 1984 she held a number of increasingly senior financial and operational positions within Kimberly-Clark Corporation, culminating in Assistant Treasurer. Neenah Inc. was a market leading manufacturer of premium packaging and specialty paper products which merged with Schweitzer-Mauduit International in 2022 to form Mativ Holdings. Ms. Lind is currently a Director at Hubbell Incorporated, a global manufacturer of electrical and electronic products for construction, industrial and utility applications, where she is Chair of its Audit and a member of its Corporate Governance Committees, as well as a Director of Mission Produce, a global grower, marketer & distributor of avocados, where she is Chair of the Audit Committee and member of the Nominating/Governance Committee. She previously served on the Boards of US Silica, Federal Signal and Empire District Electric Company.

Ms. Lind holds a Bachelor of Business Administration (Finance) degree with honors from the University of Georgia.

Director Scannell, age 60, the retired CEO and current Chairman at Moog, Inc. has been a member of the Albany Board of Directors since 2012. He succeeds Director Erland (Erkie) Kailbourne as Chairman as part of a planned Board succession process. Mr. Kailbourne will continue as a Director of the Company and assist in the transition of his duties.

Mr. Kailbourne said, “I am pleased to have John succeed me as Chairman of the Board. I have known and worked with John for many years. He has developed significant institutional knowledge and brings considerable insight, experience and expertise to our Board discussions. I know he is the right person to lead the enterprise as we continue to pursue our strategic objectives. I am also happy to welcome Bonnie to our Board. I look forward to working with her as we effectuate a smooth transition of the Chairman’s role to John and continue our growth objectives in both the paper machine clothing and aerospace markets.”

Mr. Scannell welcomed Ms. Lind and thanked Director Kailbourne for his service as Chairman. He said “we are pleased to welcome Bonnie to our Board of Directors. She is an experienced business leader who brings significant financial and paper industry knowledge, as well as a great deal of boardroom experience. She will be a valuable contributor to our Board, and I take great pleasure in welcoming her as a new Director.” He continued, “I also wish to recognize Erkie as he completes his second term as Chairman of the Board. Erkie has dedicated two and a half decades to Albany International Corp., which has benefited greatly from his leadership and guidance, as evidenced with the recent Heimbach acquisition and the Company’s entry into the aerospace industry. I thank him for his many years of service and look forward to carrying his vision further.”

Albany International Corp.

216 Airport Dr.

Rochester, NH 03867 USA

www.albint.com

About Albany International Corp.

Albany International is a leading developer and manufacturer of engineered components, using advanced materials processing and automation capabilities, with two core businesses.

a.Machine Clothing is the world’s leading producer of custom-designed, consumable belts essential for the manufacture of all grades of paper products.

b.Albany Engineered Composites is a growing designer and manufacturer of advanced materials-based engineered components for demanding aerospace applications, supporting both commercial and military platforms.

Albany International is headquartered in Rochester, New Hampshire, operates 32 facilities in 14 countries, employs approximately 5,600 people worldwide, and is listed on the New York Stock Exchange (Symbol AIN). Additional information about the Company and its products and services can be found at www.albint.com.

# # #

Contacts:

John Hobbs

603-330-5897

john.hobbs@albint.com

Cover Page	Feb. 23, 2024
Document Type	8-K
Entity File Number	1-10026
Entity Registrant Name	ALBANY INTERNATIONAL CORP.
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	216 Airport Drive
Entity Tax Identification Number	14-0462060
Entity Address, Postal Zip Code	03867
City Area Code	603
Local Phone Number	330-5800
Entity Emerging Growth Company	false
Entity Central Index Key	0000819793
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Address, City or Town	Rochester
Entity Address, State or Province	NH
Document Period End Date	Feb. 23, 2024
Class A Common Stock
Trading Symbol	AIN
Security Exchange Name	NYSE
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share