Albany International Corp. (AIN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Albany International Corp. Please note that the meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the meeting over to Erkie Kailbourne, Chairman of the Board, Mr. Kailbourne, the floor is yours.

Thank you, operator, and good morning, everybody. My name is Erkie Kailbourne. And as the Chairman of the Board of Albany International Corporation, I'd like to welcome you to the company's Annual Meeting of Stockholders. Because of the continuing COVID-19 pandemic, we, like most other public companies, are once again holding the annual meeting virtually this year. If you're hearing my voice and that means you have successfully logged into the virtual meeting online platform using the instructions in the proxy materials that you received. I am also joined today by Bill Higgins, our President and CEO; and by Joe Gaug, our Corporate Secretary. Mr. Gaug, will act as secretary of the meeting. Mr. Gaug, will you please report on the status of the formal organization of the meeting?

Mr. Chairman, I've submitted a written affidavit million balance of Computershare, the transfer agent of the company, evidencing that notice of the meeting was duly given to all registered holders of the shares of the common stock of the company as required by law. A complete list of the stockholders of the company entitled to vote at this meeting has been available at the principal place of business of the company at Rochester, New Hampshire for the past 10 days as required by [indiscernible]. The Board of Directors has appointed Kathy Terrell, John Macisso and Deborah [ Bass ] as inspectors of election for this meeting. Each of them has signed an oath faithfully to execute duties of inspector with strict impartiality and according to the best of their abilities. The inspectors report that there were 31,720,301 shares of Class A common stock and no Class B common stock outstanding on March 21, 2022, the record date for this meeting, that shares counting at least the majority of the votes entitled to be cast are present at this meeting in person or by proxy, and that accordingly, a quorum is present. Stockholders will have an opportunity to discuss each of the proposals. If you have already cast your vote, there is no need to vote again. There are 4 proposals before the stockholders today and the final votes will be tabulated when discussions of all matters to be voted on is complete. Questions may be submitted in writing as provided in the virtual meeting platform. As set forth in the meeting rules of conduct, we ask that you win a question [indiscernible] pertinent to this meeting.

Thank you, Mr. Gaug. I now declare that the meeting is duly organized. Stockholders may submit questions by clicking on to the Q&A icon on the virtual meeting center main page and then typing your question in the text box and then clicking on send to submit. There are 4 proposals before the shareholders today. The first proposal is the election of directors. The Board of Directors has nominated 9 candidates for election by the stockholders and is recommending the election of each of the nominees. In addition to myself, the other nominees are John R. Scannell, Katharine L. Plourde, A. William Higgins; Kenneth W. Krueger, Mark J. Murphy, J. Michael McQuade, Christina M. Alvord and Russell E. Toney. I'd like to ask the Q&A moderators if we have any questions regarding the election of the directors.

There are no questions about that proposal.

Thank you then. Moving to the second proposal, which is to approve a new director's annual retainer plan. This plan will increase the stock portion of the director annual retainer from 105,000 to 120,000. Again, I'd like to ask the Q&A moderators if we have any questions regarding the proposed directors annual retainer plan.

There are no questions on that proposal.

Hearing no questions, then the third proposal is the ratification of the selection by Albany's Audit Committee of the company's auditors. The Board recommends that stockholders ratify this selection. John Murphy, a partner from KPMG, is available to respond to any questions from any stockholder. I'd like to ask the Q&A moderator, if we have any questions regarding the selection of KPMG.

We have no questions on that proposal.

Thank you. I will now move to the fourth proposal, which is the advisory vote on executive compensation. I'd like to ask the Q&A moderate if we have any questions regarding the fourth proposal.

We have no questions on that proposal.

Thank you. We now will proceed with a vote. For those still wishing to vote or those wishing to change a vote, please click the vote icon on the virtual meeting. Mr. Gaug. [Voting]

All proxies that have been received by management will be voted for the 9 directors nominated by management except proxies that have been specifically marked withhold votes and they will also be voted to ratify the selection of KPMG. All such proxies will also be voted in favor of the proposal to approve the new director annual retainer plan and to approve executive compensation.

Thank you, Mr. Gaug. I now declare that the polls are closed. We will take a moment now to confirm the final vote numbers. Now again, I'd like to ask the Q&A moderator, if there are any questions at this time.

We have no questions, Mr. Chairman.

Thank you. Mr. Gaug, will you please report the results of the voting?

Yes, Mr. Chairman. On the board for directors, each of the directors received at least 14,519,781 votes for their election, representing 48.71% of the votes cast at this meeting. On the vote to approve the new director's annual retainer plant, that measure received 29,685,060 votes in favor of approval. This represents a 99.59% of the votes cast at the meeting. On the vote to ratify the appointment of KPMG, that measure received 29,106,501 votes in favor of ratification. This represents 96.28% of the votes cast at the meeting. On the vote to approve executive compensation, that measure received 29,699,574 votes in favor of approval. This represents 99.64% of the votes cast at the meeting.

Thank you, Mr. Gaug. Hearing the results, I now declare that the 9 directors nominated by management have been duly elected as the selection of KPMG as auditors has been ratified. I also declare that the proposal to approve the new director's annual retainer plan has been approved and the executive compensation has been approved. I'd like to advise you that any questions pertinent to meeting matters we have not been able to respond to will be posted online as soon as practical and will remain available for one week. If there is no objection, I will now declare the meeting be adjourned. Thank you for all participating.

This concludes the meeting. You may now disconnect.