Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



At the Company's Annual Meeting of Stockholders held on May 12, 2023, security
holders voted to approve the adoption of the Company's Amended and Restated
Certificate of Incorporation to eliminate the Class B Common Stock. The
foregoing description is qualified in its entirety by the Amended and Restated
Certificate of Incorporation, which is filed herewith as Exhibit 3(a).

Item 5.07. Submission of Matters to a Vote of Security Holders.



At the Company's Annual Meeting of stockholders held on May 12, 2023, there were
six items subject to a vote of security holders: (1) the election of nine
members of the Board of Directors of the Company; (2) the ratification of the
appointment of KPMG LLP as the Company's independent auditor, (3) the approval,
by nonbinding vote, of executive compensation, (4) the approval, by nonbinding
vote, of the frequency of stockholder voting on executive compensation; (5) the
approval of the Company's 2023 Long Term Incentive Plan; and (6) the approval of
the adoption of the Second Amended and Restated Certificate of Incorporation.

1.In the vote for the election of nine members of the Board of Directors of the
Company, the number of votes cast for, the number of votes withheld from, and
broker non-votes as to each of the nominees were as follows:


                                       Number of Votes For                      Number of Votes Withheld                       Broker Non-Votes
            Nominee                         Class A        Class B                   Class A             Class B                Class A         Class B
Erland E. Kailbourne               25,905,987                 -              3,423,389                   -                 490,980               -

John R. Scannell                   26,265,161                 -              3,064,215                   -                 490,980               -

Katharine L. Plourde               24,360,893                 -              4,968,483                   -                 490,980               -

A.William Higgins                  27,627,563                 -              1,701,813                   -                 490,980               -

Kenneth W. Krueger                 25,788,730                 -              3,540,646                   -                 490,980               -

Mark J. Murphy                     26,448,574                 -              2,880,802                   -                 490,980               -

J. Michael McQuade                 27,806,670                 -              1,522,706                   -                 490,980               -

Christina M. Alvord                27,807,405                 -              1,521,971                   -                 490,980               -

Russell E. Toney                   27,806,514                 -              1,522,862                   -                 490,980               -

2.In the vote for the ratification of the appoint of KPMG LLP as the Company's independent auditor, the number of votes cast for, the number of votes cast against, the number cast as abstentions, and broker non-votes were as follows:



     For         Against     Abstain     Broker Non-Votes
  28,545,468    1,271,498     3,390             -

3.In the vote to approve, by non-binding vote, executive compensation, the number of votes cast for, the number of votes cast against, the number cast as abstentions, and broker non-votes were as follows:



     For         Against     Abstain     Broker Non-Votes
  29,067,760     248,746     12,870          490,980

4.In the vote to approve, by non-binding vote, the frequency of voting on executive compensation, the number of votes cast for and the number cast as abstentions were as follows:

--------------------------------------------------------------------------------



   1 Year      2 Years     3 Years     Abstain
 28,045,417    52,997     1,227,765     3,197

5.In the vote to approve the Company's 2023 Long Term Incentive Plan, the number of votes cast for, the number of votes cast against, the number cast as abstentions, and broker non-votes were as follows:



     For         Against     Abstain     Broker Non-Votes
  27,000,149    2,320,697     8,530          490,980

6.In the vote to approve the adoption of the Second Amended and Restated Certificate of Incorporation, the number of votes cast for, the number of votes cast against, the number cast as abstentions, and broker non-votes were as follows:



     For         Against     Abstain     Broker Non-Votes
  29,274,064      4,126      51,186          490,980

(d) Disclosure Regarding Frequency of Shareholder Advisory Vote on Executive Compensation:



A majority of the votes cast by Stockholders voted, on an advisory basis, to
hold an advisory vote to approve executive compensation every year. In line with
this recommendation by our Stockholders, the Board of Directors has decided that
it will include, until further action by the Board, an advisory shareholder vote
on executive compensation in its proxy material every year until the next
required advisory vote on the frequency of shareholder votes on executive
compensation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

3(a) Amended and Restated Certificate of Incorporation of Albany International Corp.

© Edgar Online, source Glimpses