UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2020 Albany International Corp. (“the Company”) announced that the Board of Directors of the Company (the “Board”) has appointed A. William Higgins as President and Chief Executive Officer of the Company effective January 20, 2020 to succeed Olivier Jarrault, who has resigned by mutual agreement with the Board.
The Company and Mr. Jarrault have entered into a General Release and Separation Agreement under which Mr. Jarrault will receive accelerated vesting of 50% of his unvested restricted stock units, as well as an amount equal to two times his base salary and target bonus ($3,400,000), payable over 24 months, and Company-paid COBRA. The foregoing payments are subject to his general release of claims against the Company and compliance with certain restrictive covenants.
A summary of Mr. Higgins’ biographical and business experience can be found on the Company’s Definitive Proxy Statement filed on March 27, 2019, which is incorporated by reference herein.
Erland E. Kailbourne, who currently serves as a director and chair of the governance committee of the Company, will return to his role as Chairman of the Board, succeeding Mr. Higgins.
The Company also announced that the Board reduced its size from ten to nine members and the size of the audit committee from five to four members. Mr. Higgins has resigned from the audit committee and will not serve on any Board committees.
A copy of the Company’s press release, dated January 21, 2020, which sets forth other information required to be disclosed by this Item and is incorporated by reference herein, is attached as Exhibit 99.1.
A summary of Mr. Higgins’ material terms of compensation is attached as Exhibit 99.2, which is incorporated by reference herein.
Item 9.01 Exhibits
Exhibit 99.1 Press release dated January 21, 2020
Exhibit 99.2 Summary of Higgins compensation terms
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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/ Stephen M. Nolan | |||
| Name: Stephen M. Nolan | ||||
| Title: Chief Financial Officer and Treasurer | ||||
| (Principal Financial Officer) | ||||
| Date: |
January 21, 2020
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