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 (Date of earliest event reported) February 17, 2006 ALBANY INTERNATIONAL CORP. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-16214 14-0462060 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1373 Broadway, Albany, New York 12204 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 445-2200 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 240.13a-4(c)) Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 17, 2006, the Registrant's Board of Directors approved changes to the Registrant's Corporate Governance Guidelines relating to director compensation. An excerpt from the Guidelines, as revised, is being filed as an exhibit. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits. An excerpt from the Registrant's Corporate Governance Guidelines relating to director compensation is filed as an exhibit. 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/ Charles J. Silva, Jr. --------------------------- Name: Charles J. Silva, Jr. Title: Vice President and General Counsel Date: February 23, 2006 Index to Exhibits Exhibit Number Description of Document -------------- ----------------------- 10(o)(vi) Excerpt from Corporate Governance Guidelines describing director compensation