Item 8.01. Other Events.
As previously disclosed, on March 30, 2023, Albany International Corp. (the
"Company") filed with the Securities and Exchange Commission ("SEC") a
definitive proxy statement (the "Definitive Proxy Statement") with respect to
the annual meeting of the Company's stockholders ("2023 Annual Meeting")
scheduled to be held virtually at 9:00 a.m. on Friday, May 12, 2023. Additional
information about how to attend the 2023 Annual Meeting is contained in the
Definitive Proxy Statement.
Supplemental Disclosures to Definitive Proxy Statement
This supplemental information to the Definitive Proxy Statement should be read
in conjunction with the Definitive Proxy Statement, which should be read in its
entirety. Nothing herein shall be deemed an admission of the legal necessity or
materiality of any of the disclosures set forth herein. All page references in
the information below are to pages in the Definitive Proxy Statement, and all
terms used but not defined below shall have the meanings set forth in the
Definitive Proxy Statement. Except as specifically noted herein, the information
set forth in the Definitive Proxy Statement remains unchanged.
The following underlined language is added to the fifth paragraph of the section
of the Definitive Proxy Statement entitled "General Information-Voting
Procedures" that appears on page 1.
Any shareholder attending this year's virtual Annual Meeting will be considered
"present" and "in person". Under our By Laws, a copy of which is available at
the Corporate Governance section of our website (www.albint.com), the presence,
in person or by proxy, of shares having a majority of the total number of votes
entitled to be cast at the meeting is necessary to constitute a quorum. Under
Delaware law, if a quorum is present, a plurality of the votes cast at the
meeting by the shares present in person or by proxy and entitled to vote is
required for the election of directors. A majority of the voting power of our
Class A Common Stock and Class B Common Stock present in person or by proxy,
voting together as a single class, is required for any other action. As there
are currently no shares of Class B Common Stock outstanding and there will be no
shares of Class B Common Stock outstanding as of the record date, the vote
required for such other actions is an affirmative vote of the holders of the
majority of the voting power of the Class A Common Stock outstanding on the
record date and entitled to vote thereon. Shares present at the meeting in
person or by proxy and entitled to vote that abstain or fail to vote on any
matter will be counted as present and entitled to vote but such abstention or
failure to vote will not be counted as an affirmative or negative vote and thus
will have the same effect as a vote "Against" each of the matters scheduled to
be voted on at the Annual Meeting (other than the election of directors).
The following underlined language is added to the last full paragraph of the
section of the Definitive Proxy Statement entitled "General Information-Voting
Procedures" that appears on page 1 and 2.
Under New York Stock Exchange ("NYSE") rules, brokerage firms are permitted to
vote in their discretion on certain routine matters on behalf of clients who
have been requested to provide voting instructions, and have failed to do so by
a date specified in a statement from the brokerage firm accompanying proxy
materials distributed to its clients. Brokerage firms generally do not have such
discretion as to any contested action, any authorization for a merger or
consolidation, any equity-compensation plan or other matter related to executive
compensation, any election of directors, or any matter that may affect
substantially the rights or privileges of stockholders. In such a case, broker
"nonvotes" are treated as shares that are present at the meeting but are not
eligible to vote. The Company anticipates that brokerage firms will be able to
vote in their discretion only on the proposal to ratify the selection of KPMG
LLP as independent auditor. Broker "nonvotes" will not affect the outcome of any
matter being voted on at the Annual Meeting, assuming that a quorum is present,
other than Item 6 regarding the approval of the adoption of the Amended and
Restated Certificate of Incorporation, for which broker "nonvotes" will have the
same effect as a vote "Against" such proposal.
Important Additional Information
This supplemental disclosure may be deemed to be solicitation material in
respect of the solicitation of proxies from stockholders for the 2023 Annual
Meeting. The Company has filed with the SEC and made available to the Company's
stockholders of record on March 30, 2023 the Definitive Proxy Statement
containing important information about the matters to be considered by the
Company's stockholders at its 2023 Annual Meeting. BEFORE MAKING ANY VOTING
DECISION, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS AND SUPPLEMENTS THERETO) CAREFULLY AND IN ITS
ENTIRETY, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSALS
REGARDING THE MATTERS TO BE CONSIDERED AT THE 2023 ANNUAL MEETING. Investors and
stockholders can obtain a copy of the documents filed by the Company with the
SEC, including the Definitive Proxy Statement (and any amendments and
supplements thereto), free of charge from the SEC's website, http://www.sec.gov.
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Participants in the Solicitation
The Company and its directors, nominees and executive officers may be deemed to
be participants in the solicitation of proxies from the Company's stockholders
with respect to the matters to be considered at the 2023 Annual Meeting.
Information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, are described in the Definitive Proxy Statement filed with the SEC on
March 30, 2023 and other relevant materials to be filed with the SEC.
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