SEC Comment Letter for ALBANY INTERNATIONAL (AIN) — Dec 30, 2013
ALBANY INTERNATIONAL CORP /DE/ (AIN) (CIK 0000819793)
Date: Dec. 30, 2013 · CIK: 0000819793 · Accession: 0000000000-13-070483
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File numbers found in text: 001-10026
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December 30, 2013 Via E -mail John B. Cozzolino Chief Financial Officer Albany International, Corp. 216 Airport Drive Rochester, NH 03867 Re: Albany International Corp. Form 10 -K for the Fiscal Year Ended December 3 1, 2012 Filed March 1, 2013 Definitive Proxy Statement on Schedule 14A Filed April 2, 2013 File No. 001-10026 Dear Mr. Cozzolino : We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing s, by providing the requested information, or by advising us when you will provide the req uested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing s and the information you provide i n response to these comments, we may have additional comments. Definitive Proxy Statement on Schedule 14A filed April 2, 2013 Compensation Discussion & Analysis, page 13 1. We note that Mr. Cozzolino’s total direct compensation target increase d 24.1% between 2011 and 2012, and the amount of such target to be paid as salary increased 17.7% between the same time. Similarly, we note that Mr. Halftermeyer’s total direct compensation target increased 10% during this time. Please revise to disclose t he reasons for these increases in Mr. Cozzolino’s and Mr. Halftermeyer’s compensation. 2. You indicate that you use benchmarking data in setting various components of compensation, but it is unclear how you use such benchmarking data. Please advise. Please also identify the ben chmark used in setting compensation. John B. Cozzolino Albany International Corp. December 30, 2013 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchang e Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please pr ovide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact Jennifer Lóp ez, Staff Attor ney, at (202) 551 -3792, Lilyana Peyser, Speci al Counsel, at (202) 551 -3222, or me at (202) 551 -3720 with any questions. Sincerely, /s/ M ara L. Ransom Mara L. Ransom Assistant Director