UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

September 6 28, 2018

Date of Report (Date of earliest event reported)

XERIUM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-32498	42-1558674
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

14101 Capital Boulevard, Youngsville, NC 27596

(Address of principal executive offices)

(919) 526-1400

(Registrant’'s telephone number, including area code)

(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:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

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

On September 6, 2018, Xerium Technologies, Inc., a Delaware corporation (“Xerium”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) by and among Xerium, Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (“Andritz”), and XYZ Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Andritz (“Merger Subsidiary”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Subsidiary will merge with and into Xerium, with Xerium continuing as the surviving corporation and an indirect wholly owned subsidiary of Andritz (the “Merger”).

As of August 3, 2018, the record date of the Special Meeting, there were 16,427,603 shares of Xerium common stock outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 13,479,730 shares of common stock, representing approximately 82.1% of the outstanding shares entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.

At the Special Meeting, Xerium stockholders considered three proposals, each of which is described in more detail in a definitive proxy statement filed by Xerium with the Securities and Exchange Commission on August 3, 2018 (the “Proxy Statement”). The final results regarding each proposal are set forth below.

Proposal No. 1: Approval of the Merger Proposal

Xerium’s stockholders approved the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the “Merger Proposal”). The voting results for the Merger Proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
13,458,828		2,444		18,458		—

Proposal No. 2: Adjournment of the Special Meeting

Xerium’s stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Proposal (the “Adjournment Proposal”). The voting results for the Adjournment Proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
13,353,965		107,332		18,433		—

Although the Adjournment Proposal was approved, adjournment of the Special Meeting was not necessary or appropriate because Xerium’s stockholders approved the Merger Proposal.

Proposal No. 3: Advisory Vote regarding Merger-Related Named Executive Officer Compensation

Xerium’s stockholders approved, by a non-binding advisory vote, the compensation arrangements disclosed in the Proxy Statement that may be payable to Xerium’s named executive officers in connection with the completion of the Merger (the “Merger-Related Compensation Proposal”). The voting results for the Merger-Related Compensation Proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,939,823		3,067,066		472,841		—



Item 8.01.		Other Events.

On September 6 28, 2018, Xerium ~~issued~~Technologies, aInc., ~~press~~(“Xerium”) ~~release~~gave ~~announcing~~notice ~~stockholder~~that ~~approval~~it has elected to redeem, subject to the satisfaction of a specified Condition (as defined below), on October 28, 2018 or such later date that Xerium, in its sole discretion, may designate in a further notice (the ~~Merger~~“Redemption ~~Proposal~~Date”), $480.0 million in aggregate principal amount of its 9.500% Senior Secured Notes due 2021 (the “Notes”), which isrepresents ~~attached~~all ~~hereto~~of ~~as Exhibit~~the 99outstanding Notes, at a redemption price equal to 104.1750% ~~and~~of ~~incorporated~~the ~~herein~~principal byamount ~~reference~~of the Notes plus 9.500% interest accruing from August 15, 2018 to, but not including, the Redemption Date.

~~Item~~The 9redemption of the Notes is in connection with Xerium’s previously announced entry into an Agreement and Plan of Merger (the “Merger Agreement”), dated June 24, 2018, with Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (“Parent”), and XYZ Merger Sub, Inc.01, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”). ~~Financial~~Subject ~~Statements~~to the satisfaction or waiver of the various closing conditions set forth in the Merger Agreement, including but not limited to approval by various antitrust authorities and ~~Exhibits~~final expiration of any associated waiting periods, and pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Xerium (the “Merger”), with Xerium surviving as an indirect wholly-owned subsidiary of Parent. The redemption of the Notes is conditioned upon the closing and effectiveness of the Merger (the “Condition”). Accordingly, the Redemption Date may be delayed, in Xerium’s sole discretion, until such time as the Condition is satisfied, or the redemption of the Notes may not occur and the notice of redemption may be rescinded in the event that the Condition is not satisfied by the Redemption Date (or by the Redemption Date so delayed). Subject to the satisfaction or waiver of the closing conditions in the Merger Agreement, the Merger is currently expected to be completed during the fourth quarter of 2018.

~~(d)~~Cautionary ~~Exhibits~~Statement Regarding Forward-Looking Statements

~~The~~Certain ~~following~~statements ~~exhibit~~in isthis document that do not relate solely to historical facts and involve risks and uncertainties or predict or describe future events or trends are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Xerium’s future prospects, developments, and business strategies. These statements may be identified by words such as “believe,” “expect,” “may,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions or the negative of these expressions. Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over many of which Xerium has no control. These factors, risks and uncertainties include, but are not limited to: the possibility that Xerium may decide to rescind the notice of redemption of the Notes; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the failure to obtain required regulatory clearances, a third-party appeal of any such regulatory clearance, or the failure to satisfy any of the other closing conditions to the Merger; the possibility that the closing of the Merger, and consequently the Redemption Date, may be delayed beyond current expectations; potential disruption of management’s attention from Xerium’s ongoing business operations due to the Merger; the effect of the announcement of the Merger on the ability of Xerium to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; the economic strength and competitive nature of the geographic markets that Xerium serves; Xerium’s ability to increase manufacturing capacity and productivity; Xerium’s ability to increase selling prices during periods of increasing raw material costs; the impact of foreign currency exchange rate fluctuations; and compliance with U.S. and foreign laws, including the Foreign Corrupt Practices Act, as well as the other risks detailed from time to time in Xerium’s filings with the SEC, including but not limited to, its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed ~~herewith~~ with the SEC on February 28, 2018, and subsequent SEC filings. You are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made, and Xerium does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors.

Exhibit No.		Description
99.1		Press release, dated September 6, 2018

SIGNATURES

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.

XERIUM TECHNOLOGIES, INC. By /s/ Phillip B. Kennedy Name: Phillip B. Kennedy Title: Executive Vice President, General Counsel & Secretary



	XERIUM TECHNOLOGIES, INC.

Date: September 28, 2018	By	/s/ Phillip B. Kennedy
	Name:	Phillip B. Kennedy
	Title:	Executive Vice President, General Counsel & Secretary

Date: September 6, 2018

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