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RESULTS AT A GLANCE

SUMMARY OF OPERATIONS (Dollars in thousands except per share data)		2022 ($)		2021 ($)		2020 ($)		2019 ($)		2018 ($)
Net sales		3,982,455		3,769,345		2,398,043		2,430,616		2,507,878
Operating income		877,149		655,845		245,838		191,403		172,969
Net income		658,316		468,520		139,493		100,972		104,459
Adjusted EBITDA(1)		914,507		645,535		272,399		272,399		208,590
Diluted earnings per share		11.64		8.25		2.47		1.79		1.82
Dividends per share		1.00		0.52		0.40		0.40		0.40
SUMMARY OF CASH FLOW		2022		2021		2020		2019		2018
(Dollars in thousands)		($)		($)		($)		($)		($)
Cash Flow from Operations		723,943		311,701		245,073		200,544		167,892
Capital Expenditures		37,639		31,833		43,885		31,162		38,481
Free Cash Flow(2)		686,304		279,868		201,188		169,382		129,411
YEAR-END DATA		2022		2021		2020		2019		2018
(Dollars in thousands except per share data)		($)		($)		($)		($)		($)
Cash, cash equivalents and ST investments		678,881		87,924		119,075		97,944		72,616
Total Assets		2,242,399		1,728,936		1,528,568		1,370,940		1,369,549
Total Debt		2,029		1,875		327,876		386,254		496,698
Ratio of current assets to current liabilities		4.4 to 1		2.7 to 1		2.4 to 1		3.0 to 1		3.0 to 1
Book value per share		31.42		21.33		13.61		11.30		9.67

2022 HIGHLIGHTS

(1)	Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to our results reported under GAAP.
(2)	Free cash flow is a non-GAAP financial measure, which represents cash flow from operations minus capital expenditures. Both cash flow from operations and capital expenditures presented above are as reported in the Company’s Annual Reports on Form 10-K for the years presented.

MESSAGE FROM OUR CHAIRMAN

Dear Stockholders:

2022 was marked by extraordinary market conditions for our industry, and while our team certainly benefitted from some tailwinds, our exceptional results reflect our Company’s fundamental strength and resilience, particularly when faced with challenges and uncertainty.

Mueller’s net sales in 2022 eclipsed $3.98 billion, a 5.7% increase over the previous record set in 2021, led by strength in our North American operations, particularly within our domestic businesses. Most of our U.S. businesses began 2022 where 2021 left off, with demand exceeding industry capacity and historically high backlogs and lead times. We experienced solid demand in our primary end market, building construction, led by residential housing starts nearing a 15-year peak.

We achieved $877 million in reported operating income in 2022, a 33.7% increase over 2021, and our highest ever earnings of $11.64 per diluted share. While record sales played an important role, continued gross margin improvement propelled our profitability. In conjunction with favorable demand, gross margins have grown over the past five years due to the following strategic actions:

•	investments to reduce costs, increase throughput and sustain our operations;
March 29, 2018 Dear Stockholder, As we seek your support at•	acquisitions in primary markets and core product lines that have fortified our upcoming Annual Meeting of Stockholders, we wanted to take this opportunity to share with you our perspective on market positions; and
•	the Company’s performance in 2017, along with actions we are taking to improve our Company with respect to a variety of stockholder interests. In 2017, the Company reported disappointing results —undoubtedly our first truly disappointing year since the collapse of the housing and financial markets in 2008-2009. As we have previously explained, the root cause related to the challenges arising out of our ambitious modernization and expansion of our flagshipportfolio of value-added businesses and products that have higher gross margin profiles.

Our strong profitability and working capital management drove $724 million in cash generated by operations, which enabled us to pay down all debt and build a healthy cash balance to support our capital allocation priorities of reinvestment in our operations, growth through acquisition and returns to our stockholders. In 2022, we increased our annual dividend by 92% to $1.00 per share, and we were very pleased to once again increase our dividend by 20% for the first quarter of 2023.

Our highest priorities remain the health and well-being of our employees and the long-term sustainability of our Company. In that spirit, and in addition to our day-to-day operational excellence, we successfully executed a number of long-term initiatives in 2022:

Business & Operational Initiatives

•	Since we began reporting our safety performance 15 years ago, we achieved our lowest three-year average Total Incidence Rate (TIR). In 2022, our legacy mill businesses had their lowest ever level of OSHA recordable incidents.
•	Following years of underperformance when we held a minority interest, our Middle East copper tube manufacturing operationmill was successfully restructured under our control and is now profitable.

•	We launched our patented line of air conditioning and refrigeration (ACR) press fittings, thereby completing an intense, six-year design and development process. Skilled labor remains a concern for our contractor base, and as such, the expansion of mechanical press technology will greatly benefit the air conditioning and refrigeration sector.
•	We completed the installation of a new copper scrap refiner in our United Kingdom copper tube mill. The startup was delayed due to regulatory hurdles, but we are now in the U.S., whichcommissioning phase. The refiner will reduce costs and our carbon footprint, while also providing the site with ample raw material for production.
•	In late August, a fire completely destroyed our Westermeyer manufacturing operations. Nonetheless, our employees showcased their resilience by working from makeshift operations, and Westermeyer was back at 85% capacity by year-end. Our new plant is expected to be completed during the second quarter of 2023, and Westermeyer will be stronger than ever before.

Reporting Initiatives

•

In line with our continued commitment to environmentally sustainable business practices and social responsibility, we estimate negatively impactedexpanded upon our 2017 results by more than $25 million. Notwithstanding these hurdles,ESG reporting initiatives and disclosed our dedicated management team and employees have persevered. Through their efforts, we believe they have placed our modernization project on the solid footing necessary for future success. Even more importantly, in a variety of other areas of our business, our team has steadfastly and successfully executed the Company’s long-term strategic plan. The last decade’s results do not lie. Since our current CEO, Mr. Christopher, took the helm of the Company in 2008 through the end of 2017, our compounded annual growth rate in shareholder return was 18%. Our Board and management team are laser focused on generating even greater value for our loyal stockholders. Beyond financial results, we understand that stockholders are increasingly interested in other core values espoused by the companies in which they invest. In recent years, we have engaged with a number of stockholders on issues of importance to them. As we continue to carefully navigate and implement change in a manner that best serves our Company and its stockholders, we wanted to highlight progress we are making in certain areas, some of which is more fully explainedScope 2 emissions in our proxy statement: •Safe and Healthy Workplace– A foundationannual Sustainability Report. We also completed the work necessary to attracting and retaining talent is to provide a safe and healthy workplace. Following its hiring in 2010 of a Company-wide Health & Safety Director, who regularly auditspublish our manufacturing facilities and reports to our CEO and Chief Manufacturing Officer, the Company is proud to report that it continues to achieve reductions in the number of recordable incidents, an achievement all the more remarkable given the Company’s growth through acquisitions during this timeframe. •Environmental Sustainability– As an industrial manufacturing company, we are fortunate that our primary base material is copper. In every way, copper is a sustainable material that is fully and infinitely recyclable, and the majority of the end products we manufacture continue to come from previously recycled material. Additionally, we spend close to 10-15% of our ongoing maintenance capital in our manufacturing facilities to ensure they remain in compliance with federal, state and local environmental regulations.

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•Compensation– In response to stockholder concerns and the results of our 2017 say-on-pay vote, we successfully negotiated a new employment agreement with our CEO, Mr. Christopher, which removes the “single-trigger” severance benefit that was included in his prior employment agreement. In addition, as we reported last year, a portion of the long-term equity incentive awards granted to certain key executives now have performance criteria for vesting, thereby enhancing the alignment between pay and performance. •Board Diversity– We recognize and agree that a Board comprised of Directors with diverse backgrounds, perspectives, skill sets and areas of expertise is fundamental to the future success of the Company. Our Directors have served our company well and are people of the highest integrity with a diverse set of talents and backgrounds. We remain firmly committed to providing equal opportunity in all aspects of the Board nomination process, and to this end, over 70% of the Board candidates interviewed during the past two years have represented diverse demographics. We remain focused on further diversifying our Board,Scope 3 emissions, and will do so with the mindset of hiring the best and most talented candidates first. •Cybersecurity– Protecting our Company’s information systems from an increasingly sophisticated array of cyber threats is of utmost importance. The Company has taken action to enhance its cybersecurity policies, procedures and resources, and as we plan to relocate our corporate headquarters to Collierville, Tennessee, we will be upgrading our systems and cybersecurity infrastructure. In addition, the Company is adding a Chief Information Officer to the Executive Leadership Team and has one Board member with expertise in the areas of telecommunications and cybersecurity. We look forward to continued engagement with our stockholders, as we prepare the Company for not only a prosperous future, but one in which it continues to exemplify those core values of which we can all be proud. Sincerely, Gary S. Gladstein Lead Independent Director Chairman, Audit Committee Gennaro J. Fulvio Chairman, Compensation & Stock Option Committee Terry Hermanson Chairman, Nominating & Corporate Governance Committee 2023.
•	8285 Tournament Dr., Suite 150 • Memphis, TN 38125 (901) 753-3200 • www.muellerindustries.com
	In September, we launched an enhanced investor website and published our first investor presentation. These materials provide our stakeholders with an in-depth view of our operating principles and business transformation, along with a better understanding of our strengths, value proposition and strategic priorities going forward.

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As we head into 2023, we recognize that economic conditions are changing. The continued rise in interest rates, combined with elevated tensions across the globe, will give rise to further challenges. We anticipate that U.S. residential building markets will decline compared to 2022. Notwithstanding, the housing market remains underserved, and as such, we believe that demand levels will remain reasonably healthy relative to industry capacity. Other important sectors remain strong, including commercial construction, refrigeration, transportation and infrastructure, particularly related to water transmission and quality. On the international front, we believe that conditions have bottomed out after a difficult 2022, and that our businesses are therefore well prepared for a rebound.

We have many pillars of Contentsstrength to draw upon, and foremost among them is our balance sheet. With no debt and ample cash reserves, we can and will continue to invest in our operations and to act decisively when opportunities arise. Other key advantages include our decentralized structure, diverse portfolio, sustainable operations, and most of all, our talented employees who make it all happen. With origins dating back more than a century, time and again, our Company has proven its ability to persevere through challenges and emerge even stronger than before. We plan to continue that tradition in the year ahead.

 

Once again, I want to express my appreciation to our dedicated employees, loyal customers and valued stockholders for their confidence and continued support.

Very truly yours,

 

MUELLER INDUSTRIES, INC.
8285 Tournament Drive, Suite 150
Memphis, Tennessee 38125
Telephone (901) 753-3200Greg Christopher
Chairman & CEO

 

 

Notice of Annual Meeting of
Stockholders to be Held
May 3, 2018THURSDAY, MAY 4, 2023

To the Stockholders of
Mueller Industries, Inc.8:00 A.M., Central Time

 

The Annual Meeting of Stockholders of Mueller Industries, Inc. (the “Company” or “Mueller”), will be held at the Company’s headquarters at 8285 Tournament Drive, Suite 150 Memphis,Schilling Boulevard,
Second Floor
Collierville, Tennessee 38125 on Thursday, May 3, 2018, at 10:00 A.M. local time, for the following purposes:38017

 

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
	1.
BY INTERNET http://www.proxyvote.com
BY TELEPHONE Call the telephone number on your proxy card.
BY MAIL Mark, date, sign and return your proxy card in the enclosed envelope
IN PERSON Attend the Annual meeting at the Company’s headquarters.
It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings. Whether or not you intend to be present at the meeting in person, we urge you to mark, date and sign the enclosed proxy card and return it in the enclosed self-addressed envelope, which requires no postage if mailed in the United States.

NOTICE of Annual Meeting of Stockholders

PURPOSE To vote on four proposals:
1.	To elect eight directors, each to serve on the Company’s Board of Directors (the “Board”), until the next annual meeting of stockholders (tentatively scheduled for May 2, 2019)9, 2024), or until his or her successor is elected and qualified;
2.
	2.	To consider and act upon a proposal to approve the appointment of Ernst & Young LLP, independent registered public accountants, as auditors of the Company for the fiscal year ending December 29, 2018;30, 2023;
3.
	3.	To conduct an advisory vote on the compensation of the Company’s named executive officers;officers (“NEOs”); and
4.		To conduct an advisory vote on the frequency with which the Company should hold future advisory votes on the compensation of the Company’s NEOs.
		4.	To considerconduct and transact such other business as may properly be brought before the Annual Meeting and any adjournment(s)adjournment thereof.

RECORD DATE

 

Only stockholders of record at the close of business on March 16, 2018,13, 2023, will be entitled to notice of and vote at the Annual Meeting or any adjournment(s) thereof. A complete list of stockholders entitled to vote at the Annual Meeting will be prepared and maintained at the Company’s corporate headquarters at 8285 Tournament Drive,150 Schilling Boulevard, Suite 150, Memphis,100, Collierville, Tennessee 38125.38017. This list will be available for inspection by stockholders of record during normal business hours for a period of at least 10 days prior to the Annual Meeting.

 

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE SIZE OF YOUR HOLDINGS. WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON, WE URGE YOU TO MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

 

	Christopher J. Miritello Corporate Secretary

/s/ Christopher J. Miritello
Christopher J. Miritello
Corporate Secretary
March 29, 201823, 2023

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MUELLER INDUSTRIES● 2023 PROXY STATEMENT     6

PROXY SUMMARY

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MUELLER INDUSTRIES, INC.
8285 Tournament Drive, Suite 150
Memphis, Tennessee 38125
Telephone (901) 753-3200THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION IN THIS PROXY STATEMENT. PLEASE REVIEW THE ENTIRE PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K BEFORE VOTING YOUR SHARES.

PROXY STATEMENT

Annual Meeting of Stockholders
May 3, 2018

SOLICITATION OF PROXIES

The accompanyingWe are providing you with these proxy is solicitedmaterials in connection with the solicitation by the Board of Directors of Mueller Industries, Inc., a Delaware corporation (the “Company”), of proxies for use at the annual meetingour 2023 Annual Meeting of stockholdersStockholders (the “Annual Meeting”) to, which will be held at the Company’s headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125,8:00 A.M., Central time on Thursday, May 3, 2018,4, 2023, at 10:00 A.M. local time, orour corporate headquarters located at any adjournment(s) thereof.150 Schilling Boulevard, Collierville, Tennessee 38017, in the second floor conference room.

ThisNotice of the availability of this Proxy Statement, together with the Company’s Annual Report for the fiscal year ended December 30, 2017,31, 2022, is first being mailed to stockholders on or about March 29, 2018.23, 2023. Pursuant to rules adopted by the Securities and Exchange Commission, the Company is providing access to its proxy materials over the Internet at http://www.proxyvote.com.

When a proxy card is returned properly signed, the shares represented thereby will be voted in accordance with the stockholder’s directions appearing on the card. If the proxy card is signed and returned without directions, the shares will be voted for the nominees named herein and in accordance with the recommendations of the Company’s Board of Directors as set forth herein. The discretion granted in the accompanying proxy card includes the authority to vote on all additional matters properly coming before the Annual Meeting as the persons named in the proxy deem appropriate. A stockholder giving a proxy may revoke it at any time before it is voted at the Annual Meeting by giving written notice to the secretary of the Annual Meeting or by casting a ballot at the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by election inspectors appointed for the Annual Meeting. The election inspectors will also determine whether a quorum is present. The holders of a majority of the shares of common stock, $.01 par value per share (“Common Stock”), outstanding and entitled to vote

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who are present either in person or represented by proxy will constitute a quorum for the Annual Meeting. The election inspectors will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum and for purposes of determining the approval of any matter submitted. If a broker indicates on a proxy that it does not have discretionary authority as to certain shares to vote on a particular matter (i.e., a “broker non-vote”), those shares will not be considered as present and entitled to vote with respect to that matter, but will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, without instructions from the beneficial owner of those shares; on the other hand, a broker may not be entitled to vote shares held for a beneficial owner on certain non-routine items, such as the election of directors, and the advisory vote on the compensation of the Company’s named executive officers.

The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies by telephone or otherwise. The Company will reimburse brokers or other persons holding stock in their names or in the names of their nominees for their charges and expenses in forwarding proxies and proxy material to the beneficial owners of such stock.

VOTING SECURITIESRecord Date: March 13, 2023

The Company had 57,564,175 shares of Common Stock outstanding at the close of business on March 16, 2018, which are the only securities of the Company entitled to be voted at the Annual Meeting. The record holder of each share of Common Stock is entitled to one vote on each matter that may properly be brought before the Annual Meeting. Only stockholders of record at the close of business on March 16, 2018 will be entitled to notice of, and to vote at, the Annual Meeting. The Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws (“Bylaws”) do not provide for cumulative voting for the election of directors.

On March 9, 2017, the Company paid a special dividend (the“Special Dividend”) consisting of $3.00 in cash and $5.00 in principal amount of the Company’s 6% Subordinated Debentures due 2027 (the “Debentures”) for each share of Common Stock outstanding as of the close of business on February 28, 2017. In connectionMUELLER INDUSTRIES● 2023 PROXY STATEMENT     7

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with the Special Dividend, in accordance with the Company’s outstanding stock option plans and agreements, the Company adjusted the shares subject to and the per share exercise price with respect to outstanding options. This adjustment resulted in an increase in the number of shares subject to each outstanding option and an adjustment to the option purchase price designed to maintain the option holders’ intrinsic value following issuance of the Special Dividend. References in this Proxy Statement to beneficial stock ownership or outstanding options for periods following March 9, 2017 reflect the equitable adjustment made to options outstanding on February 28, 2017.

PRINCIPAL STOCKHOLDERS

As of March 16, 2018, the following parties were known by the Company to be the “beneficial owner” of more than five percent of the Common Stock:

Date and Exchange Commission (“SEC”) on January 19, 2018. BlackRock filed this Schedule 13G/A on its own behalf and on behalfTime:	Place:	Record Date:
Thursday, May 4, 2023	150 Schilling Boulevard	March 13, 2023
8:00 A.M., Central Time	Second Floor
	Collierville, Tennessee 38017

We are asking you to vote on the following proposals at the Annual Meeting:

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     8

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The following table provides summary information about each director nominee. The Board of ContentsDirectors believes that these nominees reflect an appropriate composition to effectively oversee the performance of management in the execution of the Company’s strategy, and as such, recommends a vote “for” each of the eight nominees listed below.

A = Audit Committee

C = Compensation and Personnel Development Committee

N = Nominating and Governance Committee

* = Chair

(2)Director Experiences and Skills		The percent of class shown was based on the shares of Common Stock reported on the Schedule 13G/A and the total number of shares outstanding as of December 30, 2017. The difference in the total number of shares outstanding on December 30, 2017 and March 16, 2018 does not materially affect the percentage of ownership of the class.
	Financial Reporting		International Business		Manufacturing/Industries
(3)	This information is based on a Schedule 13D/A filed by GAMCO Investors Inc. (“GBL”) and certain of its affiliates (collectively, the “Gabelli Reporters”) on October 27, 2016. The Schedule 13D/A reported that GAMCO Asset Management, Inc. (“GAMCO”) beneficially owns 4,144,650 of the shares reported; Gabelli Funds, LLC (“Gabelli Funds”) beneficially owns 2,142,100 of the shares reported; GGCP, Inc. (“GGCP”) beneficially owns 15,000 of shares reported; Mario J. Gabelli (“Gabelli”) beneficially owns 73,500 of the shares reported; Gabelli Foundation, Inc. beneficially owns 8,000 of the shares reported; MJG Associates, Inc. (“MJG”) beneficially owns 1,000 of the shares reported; Associated Capital Group, Inc. (“Associated”) beneficially owns 4,000 of the shares reported; and Gabelli Securities, Inc. beneficially owns 500 of the shares reported. In addition, the Schedule 13D/A reported that each Gabelli Reporter (and certain executives, directors and other related persons as disclosed on the Schedule 13D/A) has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Common Stock reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote 246,176 of the reported shares, (ii) Gabelli Funds, a wholly-owned subsidiary of GBL, has sole dispositive and voting power with respect to the shares of the Company held by certain funds (the “Funds”) for which it provides advisory services to, so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Gabelli, Associated, GBL, and GGCP is indirect with respect to Common Stock beneficially owned directly by other Gabelli Reporters.
(4)	This information is based on a Schedule 13G/A filed by The Vanguard Group, Inc. (“VGI”) with the SEC on February 9, 2018. According to the Schedule 13G/A, VGI has sole voting and dispositive power with respect to 111,842 and 5,215,239, respectively, of the shares shown. VGI also has shared voting power with respect to 7,900 of the shares shown, and shared dispositive power with respect to 114,678 of the shares shown. In addition, the Schedule 13G/A reported that Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of VGI, is the beneficial owner of 106,778 of the shares shown as a result of its serving as investment manager of collective trust accounts. The Schedule 13G/A also reported that Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of VGI, is the beneficial owner of 12,964 of the shares shown as a result of its serving as investment manager of Australian investment offerings.Supply Chain/Logistics		Technology/Cybersecurity		Equity Markets/Securities

We ask our stockholders to approve the selection of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Below is summary information about fees paid to EY for services provided in 2022 and 2021:

MUELLER INDUSTRIES●��2023 PROXY STATEMENT     9

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We are seeking your advisory vote to approve the compensation of Contentsour named executive officers as disclosed in this proxy statement. Our executive officers are responsible for achieving long-term strategic goals, and as such, their compensation is weighted toward rewarding long-term value creation for stockholders. Beyond base salary and traditional benefits, we maintain an annual cash incentive compensation program that is driven by a pay-for-performance philosophy and based on ambitious performance targets both at the Company and business line levels. We also maintain a long-term equity incentive compensation program, the primary objective of which is to motivate and retain top talent — a particularly vital goal given the uniquely competitive industry in which we operate. Accordingly, we utilize a combination of extended time-vesting schedules and performance-based vesting criteria to encourage executives and associates alike to enjoy lengthy tenures at the Company, develop industry expertise and relationships, ensure sound transition and succession planning, and drive our long-term success.

Our emphasis on a pay for performance compensation model is best illustrated in the following charts, which show that in 2022, a substantial majority of our NEOs’ overall compensation — consisting of target long-term and short-term incentive compensation combined — is performance-based or “at risk.”

We are seeking your advisory vote on the frequency of future stockholder advisory votes to approve the compensation of our NEOs. The Board of Directors believes that an annual advisory vote on NEO compensation will give the Company’s stockholders the best opportunity to provide the Company with direct input each year on the Company’s compensation philosophy, policies and practices as disclosed in the Proxy Statement. Although the stockholder vote on the frequency of advisory votes on NEO compensation is not binding on the Board of Directors or the Company, the Board of Directors and the Compensation and Personnel Development Committee will review the voting results in determining the frequency of future votes.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     10

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ELECTION OF DIRECTORS

PROPOSAL 1 ELECTION OF DIRECTORS

The Board of Directors proposes to elect the following eight persons, each as nominated by the Board of Directors,Eight director nominees will be elected at the Annual Meeting, each to serve (subject to the Company’s Bylaws) as directors of the Company until the next Annual Meetingannual meeting (tentatively scheduled for May 2, 2019)9, 2024), or until the election and qualification of their successors:successors. At the recommendation of the Nominating and Governance Committee, the Board has nominated the following persons to serve as directors for the term beginning at the Annual Meeting: Gregory L. Christopher, Paul J. Flaherty, Gennaro J. Fulvio,Elizabeth Donovan, William C. Drummond, Gary S. Gladstein, Scott J. Goldman, John B. Hansen, Terry Hermanson and Charles P. Herzog, Jr. (collectively, the “Nominees”). If any such person should be unwilling or unable to serve as a director of the Company, which is not anticipated, the persons named in the proxy will vote the proxy for substitute nominees selected by them unless the number of directors has been reduced to the number of nominees willing and able to serve.

Directors are elected by a plurality of the votes cast. “Plurality”cast, which means that the individuals who receive the greatest number of votes cast “For” are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting. Consequently, any shares not voted “For” a particular director (whether as a result of a direction to withhold or a broker non-vote) will not be counted in such director’s favor.

The Board of Directors has adopted a majority vote policy in uncontested elections. An uncontested election means any stockholders meeting called for purposes of electing any director(s) in which (i) the number of director nominees for election is equal to the number of positions on the Board of Directors to be filled through the election to be conducted at such meeting, and/or (ii) proxies are being solicited for the election of directors solely by the Company.

The election of directors solicited by this Proxy Statement is an uncontested election. In the event that a nominee for election in an uncontested election receives a greater number of votes “withheld”“Withheld” for his or her election than votes “For” such election, such nominee will tender an irrevocable resignation to the Nominating and Corporate Governance Committee, which will decide whether to accept or reject the resignation and submit such recommendation for prompt consideration by the Board of Directors no later than ninety (90) days following the uncontested election.

The Nominating and Governance Committee considers, among other things, the following criteria in selecting and reviewing director nominees:

The Nominating and Governance Committee also assesses the contributions of the Company’s incumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, the Committee members take into account such factors as they determine appropriate, including recommendations made by the Board of Directors.

As reflected in its formal charter, the Nominating and Governance Committee considers the diversity of the Company’s Board and employees to be a tremendous asset. The Company is committed to maintaining a highly qualified and diverse Board, and as such, all candidates are considered regardless of their age, gender, race, color of skin, ethnic origin, political affiliation, religious preference, sexual orientation, country of origin, physical handicaps or any other category.

Through Charter amendments enacted in February, the Nominating and Governance Committee reaffirmed its commitment to including, in each search, qualified candidates who reflect diverse backgrounds, including diversity of gender and race. Moreover, the Committee will consider all candidates irrespective of whether their backgrounds includes work in the corporate, academic, government or non-profit sectors. These efforts to promote diversity are assessed annually to assure that the Board contains a balanced and effective mix of individuals capable of advancing the Company’s long-term interests.

The Nominating and Governance Committee does not consider individuals nominated by stockholders for election to the Board. The Board believes that this is an appropriate policy because the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws (“Bylaws”) allow a qualifying stockholder to nominate an individual for election to the Board, said nomination of which can be brought directly before a meeting of stockholders. Procedures and deadlines for doing so are set forth in the Company’s Bylaws, the applicable provisions of which may be obtained, without charge, on the Company’s website or upon written request to the Secretary of the Company at the address set forth herein.

The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the procedures set forth in the Bylaws. See “Stockholder Nominations for Board Membership and Other Proposals for 2023 Annual Meeting.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARESFOREACH OF THE NOMINEES.MUELLER INDUSTRIES● 2023 PROXY STATEMENT     11

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OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS AND INFORMATION ABOUT DIRECTOR NOMINEES

The following table sets forth, as of the close of business on March 16, 2018, information about the 1,612,115 shares of Common Stock (calculated based on 57,564,175 shares outstanding) beneficially owned by each of the Company’s current directors, nominees for director, executive officers and named executive officers. The “named executive officers” are those individuals set forth in the “Summary Compensation Table for 2017” included herein. Unless otherwise indicated, all directors, nominees for director, executive officers and named executive officers have sole voting and investment power with respect to the shares of Common Stock reported. The table and the accompanying footnotes set forth the foregoing persons’ current positions with the Company, principal occupations and employment over the preceding five years, age and directorships held in certain other publicly-owned companies, as well as, with respect to directors, the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the person should serve as a director of the Company in 2017.

Principal Occupation, Employment, etc.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR EACH OF THE NOMINEES.

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MUELLER INDUSTRIES● 2023 PROXY STATEMENT     13

CORPORATE GOVERNANCE

Table— GOVERNANCE HIGHLIGHTS

Our Board of ContentsDirectors’ commitment to sound governance practices is embodied in its Corporate Governance Guidelines, which are periodically reviewed in light of evolving trends, regulations and related disclosure requirements. These practices include the following:

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— DIRECTOR INDEPENDENCE

Meetings

In order for a director to qualify as “independent,” our Board of Directors must affirmatively determine, consistent with NYSE rules, that the director has no material relationship with the Company that would impair the director’s independence. Our Board of Directors undertook its annual review of director independence in February 2023. In applying the NYSE standards for independence, and Committeesafter considering all relevant facts and circumstances, the Board of Directors has affirmatively determined that all directors, with the exception of Mr. Christopher, are “independent.” In the course of the Board of DirectorsDirectors’ determination regarding the independence of each non-management director, the Board considered for:

During 2017,

— BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors and its committees meet regularly throughout the year, and may also hold special meetings and act by written consent from time to time. In 2022, the Board of Directors held four regularly scheduled meetings and five special meetings. TheDuring this time, our directors attended 100% of our Board of Directors established ameetings and meetings of the committees on which they served.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     14

Three standing Audit Committee and a Compensation and Stock Option Committee at its organizational meeting on February 13, 1991. On May 13, 1991,committees have been convened to assist the Board of Directors created two committees (the “Plan Committees”) to be responsible for administeringwith various functions: the Company’s 1991 Employee Stock Purchase PlanAudit Committee, the Compensation and the Company’s 1991 Incentive Stock Option Plan. On November 16, 1993, the Board of Directors established a standing Nominating Committee. On May 12, 1994, the Board of Directors created two committees to be responsible for administering the Company’s 1994 Stock Option PlanPersonnel Development Committee, and the Company’s 1994 Non-Employee Director Stock Option Plan, on February 12, 1998 created a committee to be responsible for administering the Company’s 1998 Stock Option Plan and on February 12, 2002 created a committee to be responsible for administering the Company’s 2002 Stock Option Plan (collectively, the “Option Plan Committees”). On February 12, 2004, the Board of Directors changed the name of the Nominating Committee to the Nominating and Corporate Governance Committee.

The Audit Committee is currently composed of three directors who are not officers or employees of the Company: Gary S. Gladstein (Chairman), John Hansen and Terry Hermanson. Each member of the Audit Committee has been determined by the Board of Directorscommittee operates pursuant to meet the standards for independence required of audit committee members by the New York Stock Exchange (the “NYSE”) and applicable SEC rules. For more information on the NYSE standards for independence, see “Corporate Governance-Director Independence” in this Proxy Statement. The Board of Directors has further determined that (i) all members of the Audit Committee are financially literate and (ii) Gary S. Gladstein possesses accounting and related financial management expertise within the meaning of the listing standards of the NYSE, and as such, is an audit committee financial

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expert within the meaning of applicable SEC rules. The Audit Committee (a) appoints the Company’s independent accountants, (b) reviews and approves any major change in the Company’s accounting policies, (c) reviews the scope and results of the independent audit, (d) reviews and considers the independence of the accountants, (e) reviews the effectiveness of the Company’s internal audit procedures and personnel, (f) reviews the Company’s policies and procedures for compliance with disclosure requirements concerning conflicts of interest and the prevention of unethical, questionable or illegal payments and (g) makes such reports and recommendations to the Board of Directors as it may deem appropriate. The Audit Committee held seven formal meetings during the last fiscal year, all but one of which was attended by the Company’s independent auditors. The purpose of the single meeting not attended by the Company’s independent auditors was to discuss whether to solicit proposals for independent auditing services in connection with the Company’s 2018 fiscal year audit. At its meetings, the Audit Committee discussed the scope and results of the annual audit and issues of accounting policy and internal controls.

The Compensation and Stock Option Committee is currently composed of three directors who are not officers or employees of the Company: Gennaro J. Fulvio (Chairman), Paul J. Flaherty and Scott J. Goldman. Each member of the Compensation and Stock Option Committee has been determined by the Board of Directors to meet the NYSE’s standards for independence. The Compensation and Stock Option Committee (i) provides assistance to the Board of Directors in discharging the Board of Directors’ responsibilities relating to management organization, performance, compensation and succession and (ii) makes such recommendations to the Board of Directors as it deems appropriate. During fiscal year 2017, the Compensation and Stock Option Committee held five formal meetings.

The Nominating and Corporate Governance Committee is currently composed of three directors who are not officers or employees of the Company: Terry Hermanson (Chairman), Scott J. Goldman and Charles P. Herzog, Jr. Each member of the Nominating and Corporate Governance Committee has been determined by the Board of Directors to meet the NYSE’s standards for independence. The Nominating and Corporate Governance Committee is responsible for the recommendation to the Board of Directors of director nominees for election to the Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for recommending committee assignments and responsibilities to the Board of Directors,

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overseeing the evaluation of Board of Directors and management effectiveness, developing and recommending to the Board of Directors corporate governance guidelines, and generally advising the Board of Directors on corporate governance and related matters. The Nominating and Corporate Governance Committee held three formal meetings during fiscal year 2017.

The Board of Directors has currently implemented a leadership structure in which Mr. Christopher serves as both Chief Executive Officer and Chairman of the Board. The Board has determined that having Mr. Christopher serve in this dual capacity is in the best interest of stockholders at this time. The Company believes that this structure currently allows ultimate leadership and accountability to reside in a single individual, who has both extensive knowledge of the Company’s business and critical relationships with the Company’s customer base.

In order to coordinate the activities of the independent and non-management members of the Board of Directors, and to liaise between such directors and the Chairman of the Board, the Company has currently designated Mr. Gladstein to serve as Lead Independent Director. The Lead Independent Director’s responsibilities are set forth in a formal charter which canthat may be obtained, free of charge, fromat the Company’s website at www.muellerindustries.com, or may be requested inby requesting a print by any stockholder.copy from our Corporate Secretary at the address listed herein.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     15

— BOARD’S ROLE IN RISK OVERSIGHT

The Board of Directors is actively involved in oversight of risks that could affect the Company. The full Board of Directors has retained the responsibility for general oversight of risks, but the Audit Committee primarily oversees those risks that may directly or indirectly impact the Company’s financial statements. The Board of Directors receives reports directly from officers responsible for oversight of particular risks within the Company,These efforts can be summarized as well as full reports by the chair of the Audit Committee regarding the Audit Committee’s considerations and actions. The Board believes that through such open communication and access to information, it can sufficiently manage the risks facing the Company. The Board of Directors’ administration of its risk oversight function has not affected the Board’s leadership structure.follows:

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     16

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CORPORATE GOVERNANCESTANDARDS OF CONDUCT

The Company operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance. In July 2002, Congress passed the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) which, among other things, established, or provided the basis for, a number of new corporate governance standards and disclosure requirements. In addition, following the passage of Sarbanes-Oxley, the NYSE adopted changes to its corporate governance and listing requirements.

Director Independence

The standards relied upon by the Board of Directors in affirmatively determining whether a director is “independent,” in compliance with the rules of the NYSE, are comprised, in part, of those objective standards set forth in the NYSE rules.

The Board of Directors in applying the NYSE standards for independence, and after considering allhas adopted various policies, including a comprehensive set of the relevant facts and circumstances, has affirmatively determined that the Company’s current “independent” directors are: Paul J. Flaherty, Gennaro J. Fulvio, Gary S. Gladstein, Scott J. Goldman, John Hansen, Terry Hermanson and Charles P. Herzog, Jr. In the course of the Board of Director’s determination regarding the independence of each non-management director, the Board considered for:

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Meetings of Non-Management Directors

Audit Committee

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Compensation and Stock Option Committeemanagement.

Anti-Pledging Policy

Independent Compensation Advisor

In November of 2017,The Corporate Governance Guidelines include amendments adopted in February 2020 that prohibit the Compensation and Stock Option Committee retained Willis Towers Watson (“Willis Towers”) to review and advise regarding various provisions of the employment agreement between the Company and its Chief Executive Officer. The engagement of the independent advisory services of Willis Towers was made at the direction of the Compensation and Stock Option Committee in partial response to the results of the 2017 stockholder advisory vote on the compensationfuture pledging of the Company’s namedcommon stock as security under any obligation by our directors and executive officers. The Compensation and Stock Option Committee did not utilize Willis Towers’ services to benchmark executive compensation (or any component thereof) against any particular peer group.

During 2017, Willis Towers’ aggregate fees in connection with advice relating to executive compensation were $22,783. In addition to providing services related to executive compensation in 2017, Willis Towers also provided non-executive compensation consulting services to the Company. The non-executive compensation consulting services provided by Willis Towers in 2017 included retirement advice, corporate risk

Insider Trading and broking advice and health care consulting services. During 2017, Willis Towers’ fees for these additional services were $297,195. Requests for non-executive compensation consulting services are made to Willis Towers by persons below the executive officer level within the departments of our Company that have a need for such services, and those requests are made without the involvement of our senior management or other personnel who may be associated with Willis Towers’ engagement with executive compensation consulting.

Anti-Hedging Policy

The CompensationCompany maintains a policy (which was recently updated in February 2023) that mandates compliance with insider trading laws and Stock Option Committee assessedinstitutes safeguards to mitigate the independencerisk of Willis Towers and, based on this assessment,insider trading. Further, the Compensation and Stock Option Committee determined that, given the nature and scope of these additional services, these additional services did not raise a conflict of interest and did not impair Willis Towers’ ability to provide independent advice to the Compensation and Stock Option Committee concerning executive compensation matters.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business interests.

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The Nominating and Corporate Governance Committee does not consider individuals nominated by stockholders for election to the Board. The Board believes that this is an appropriate policy because the Company’s Bylaws allow a qualifying stockholder to nominate an individual for election to the Board, which proposal can be brought directly before a meeting of stockholders, as described below. In order for a qualifying stockholder to nominate an individual to the Board, written notice of such stockholder’s intent to make such nomination must be received by the Secretary of the Company at the Company’s principal place of business (8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125) not less than 120 days and not more than (i) with respect to an election to be held at an annual meeting of stockholders, 150 days prior to the anniversary date of the immediately preceding annual meeting (unless the annual meeting date is advanced by more than thirty days or delayed by more than thirty days, in which case different deadlines apply) and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than 90 days prior to the special meeting and not later than the later of (a) 60 days prior to such special meeting or (b) the tenth day following the day on which public announcement is first made of the date of the special meeting, provided that in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Company at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary of the Company not later than the tenth day following the day on which such public announcement is first made by the Company. To be a qualifying stockholder, the stockholder must be a stockholder of record at the time the notice was delivered to the Secretary of the Company. Each such notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A (or successor provisions) under

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the Exchange Act, including such person’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected; (b) as to any other business that the stockholder desires to be brought before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner and (ii) the class and number of shares of Common Stock which are owned beneficially and of record by such stockholder and such beneficial owner. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. See “Stockholder Nominations for Board Membership and Other Proposals for 2018 Annual Meeting.”

Compensation Committee Interlocks and Insider Participation

During fiscal year 2017, Gennaro J. Fulvio, Paul J. Flaherty and Scott J. Goldman served on the Compensation and Stock Option Committee. No member of the Compensation and Stock Option Committee was, during fiscal year 2017, an officer or employee of the Company from engaging in short sales, transactions in derivative securities (including put and call options), or was formerly an officerother forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts, that allow the holder to limit or eliminate the risk of a decrease in the value of the Company. In addition, no memberCompany’s securities.

Clawback Policy

Under the Corporate Governance Guidelines, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws as a result of an executive’s (i.e., a President or Vice President level officer’s) willful, knowing or intentional misconduct or gross negligence (as determined by the Compensation and Stock Option Committee, during fiscal year 2017, hadPersonnel Development Committee), the Company may take action to recoup from the executive all or any relationship requiring disclosureportion of an incentive award received by the Company as a related party transaction under Item 404executive, the amount of Regulation S-K. No executive officer ofwhich had been determined in whole or in part upon specific performance targets relating to the restated financial results. In such an event, the Company servedshall be entitled to recoup up to the amount, if any, by which the incentive award actually received by the executive exceeded the payment that would have been received based on any boardthe restated financial results, as determined by the Compensation and Personnel Development Committee. The Company’s right of directors or compensation committee of any other company forrecoupment pursuant to this policy applies to incentive awards received during the three-year period preceding the date on which anythe Company is required to prepare the restatement, based on the determination of the Company’s directors served as an executive officer at any time during fiscal year 2017.independent registered public accounting firm.

Corporate Governance Guidelines

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Code of Business Conduct and Ethics

Policies and Procedures for Approval of Related Party Transactions—

RELATED PARTY TRANSACTIONS

Related party transactions may present potential or actual conflicts of interest, and create the appearance that Company decisions are based on considerations other than the best interests of the Company and its stockholders. Management carefully reviews all proposed related party transactions (if any), other than routine banking transactions, to determine if the transaction is on terms comparable to termsthose that could be obtained in an arms-length transaction with an unrelated third party. Management reports to the Audit Committee, and then to the Board of Directors on all proposed material related party transactions. Upon the presentation of a proposed related party transaction to the Audit Committee or the Board of Directors, the related party is excused from participation in discussion and voting on the matter.

— ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RISK MANAGEMENT AND SUSTAINABILITY

The Company assesses and manages environmental, social and governance (“ESG”) considerations that may be material to the long-term sustainability of our business. Pursuant to its charter, the Nominating and Governance Committee is responsible for reviewing and discussing with management the Company’s implementation of procedures for identifying, assessing, monitoring, managing and reporting on the ESG and sustainability risks and opportunities related to the Company’s business. In so doing, it may form subcommittees or delegate responsibility to other Board Committees or the full Board of Directors as it deems appropriate. Among other matters, we focus on such issues as workplace health and safety, environmental stewardship, business ethics and compliance, supply chain management and the development of human capital. We also focus outwardly on the communities in which we operate, including through a foundation that makes charitable contributions to various causes and organizations. ESG-related risks and opportunities are integral to our strategic decision-making. Such matters are addressed by senior management and subject to the oversight of the Nominating and Governance Committee and the full Board of Directors. The Company also prioritizes the enhanced reporting and disclosure of the ESG-related risks and opportunities relating to its business and associated metrics. Since 2021, the Company has published an annual Sustainability Report. The report is available on the Company’s website.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     18

2022 DIRECTOR COMPENSATION

Table— ELEMENTS OF DIRECTOR COMPENSATION

Our non-employee director compensation for 2022 was awarded in a combination of Contents

Directors’ Attendance at Annual Meetings of Stockholderscash and equity, as shown below:*

It is the policy of the Company’s Board of Directors to expect that all directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance with the

*In his capacity as Chairman of the Board. With the exception of Mr. Gladstein, who was excused by the Chairman, all members of the Board of Directors, attended the Company’s 2017 Annual Meeting of Stockholders.

Communication with the Board of Directors

Any stockholder or interested party who wishes to communicate with the Board of Directors, or specific individual directors, including the non-management directors as a group, may do so by directing a written request addressed to such directors or director in care of the Chairman of the Nominating and Corporate Governance Committee, Mueller Industries, Inc., 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125. Communication(s) directed to members of the Board who are not non-management directors will be relayed to the intended Board member(s) except to the extent that it is deemed unnecessary or inappropriate to do so pursuant to the procedures established by a majority of the independent directors. Communications directed to non-management directors will be relayed to the intended Board member(s) except to the extent that doing so would be contrary to the instructions of the non-management directors. Any communication so withheld will nevertheless be made available to any non-management director who wishes to review it.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis provides an overview of how our named executive officers were compensated in 2017, as well as how this compensation furthers our established compensation philosophy and objectives.

We believe in a pay for performance philosophy, such that a material portion of a named executive officer’s compensation is dependent upon both the short-term and long-term strategic and financial performance of the Company, considered in light of general economic and specific Company, industry, and competitive conditions. For 2017, we continued to reward named executive officers in a manner consistent with this philosophy by setting annual incentive targets based on the Company’s

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achievement of a certain level of operating income. For the long-term component of compensation, we continued to grant equity awards, such that any long-term compensation opportunity will be directly tied to our stock performance. Moreover, as we did for the first time for awards granted in 2016, we included a performance criterion for vesting of a portion of the long term equity awards granted in 2017 to our named executive officers (other than Mr. Millerchip). This feature is aimed at ensuring that any vesting of such grants is conditioned upon the Company’s achievement of specified growth targets in either total stockholder return or diluted earnings per share.

Further, as explained in more detail below, our Compensation and Stock Option Committee engaged Willis Towers Watson during 2017 to provide advice in designing and negotiating a new employment agreement for our Chief Executive Officer that would eliminate the “single-trigger” severance feature that certain of our stockholders identified as a cause of concern. These negotiations were ultimately successful and resulted in our entry into a new employment agreement with our Chief Executive Officer on March 15, 2018 that, among other things, eliminated the single-trigger severance entitlement that existed under this prior agreement upon the occurrence of a change in control of the Company. The new employment agreement is described in more detail below.

Compensation Policies and Objectives

In light of our pay for performance philosophy, we have designed our compensation programs for our executive officers to (i) reward our executive officers for the achievement of certain strategic and financial goals, (ii) align the long-term financial interests of our executive officers with those of our stockholders, (iii) encourage our executive officers to continue their service with the Company, and (iv) provide a means to attract additional talented executive officers when necessary.

2017 Say-on-Pay Vote; Stockholder Outreach; 2017 Say-on-Pay Frequency Vote

At our 2017 Annual Meeting, we held our sixth annual non-binding stockholder advisory vote on executive compensation. Approximately 63% of our shares voted (excluding abstentions and broker non-votes) were in favor of the compensation of our named executive officers as disclosed in the proxy statement for the 2017 Annual Meeting. Following the 2017 Annual Meeting, we reached out to certain of our stockholders to better understand any concerns they had with our existing compensation practices. The most common concern that was expressed to us during

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this outreach was about the “single-trigger” severance entitlement in our Chief Executive Officer’s employment agreement and a belief by certain stockholders that this feature did not fully align the interests of management with the interests of our stockholders. We recognize and appreciate the fundamental interest that our stockholders have in the compensation of our executive officers and, to address these concerns, we eliminated the “single-trigger” severance feature in the new employment agreement with our Chief Executive Officer, as discussed further under the heading “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table—Employment Agreement with Mr. Christopher.”

Our Compensation and Stock Option Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions.

In accordance with the advisory vote on the frequency of the stockholder advisory vote on executive compensation submitted to stockholders at the Company’s annual meeting of stockholders held in May 2017, the Company will continue to hold a stockholder advisory vote on executive compensation every year until the next required advisory vote on the frequency of such votes which, in accordance with applicable law, will occur no later than the Company’s annual meeting of stockholders in 2023.

Determination of Compensation

For 2017, compensation for our Chief Executive Officer was determined by our Compensation and Stock Option Committee. For 2017, compensation decisions for our other named executive officers were made by our Compensation and Stock Option Committee after consideration of the recommendations of our Chief Executive Officer. Our Compensation and Stock Option Committee meets at least three times per year to determine all elements of our named executive officers’ compensation, including base salary, annual incentive compensation, and long-term equity awards. Each element of compensation plays an important role in our compensation program, and we make compensation decisions regarding each element in the context of its effect on total compensation.

In determining the levels of compensation, we generally do not rely on formulaic guidelines but rather maintain a flexible compensation program that allows us to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to attain certain strategic and financial

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goals and control cost. This requires that we consider subjective factors including (i) an executive officer’s performance against corporate objectives in recent years, (ii) the value of the executive officer’s skills and capabilities in supporting the long-term performance of the Company, (iii) performance of each executive officer’s specific management responsibilities, (iv) each executive officer’s contribution as a member of the executive management team, and (v) whether each executive officer’s total compensation potential and structure is sufficient to ensure the retention of the executive officer when considering the compensation potential that may be available elsewhere. As such, we make reasoned subjective determinations about compensation levels.

In making compensation decisions, our Compensation and Stock Option Committee relies on the members’ general knowledge of our industry, supplemented by advice from our Chief Executive Officer based on his knowledge of our industry in markets in which we participate. From time to time, we conduct informal analyses of compensation practices and our Compensation and Stock Option Committee may review broad-based third-party surveys to obtain a general understanding of current compensation practices.

In 2017, Mr. Christopher’s compensation was determined based on his management of the day-to-day activities of the Company and its subsidiaries. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

In 2017, Mr. Martin’s compensation was determined based on his day-to-day management of corporate accounting, finance, credit, tax, and investor relations. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

In 2017, Mr. Millerchip’s compensation was determined based on his management of the Company’s European operations. His incentive compensation was determined by the Company meeting certain adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

In 2017, Mr. Moss’s compensation was determined based on his management of our Trading products business. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

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In 2017, Mr. Sigloch’s compensation was determined based on his strategic leadership of the Company’s manufacturing activities, particularly its core brass rod and copper tube manufacturing. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

Elements of Compensation

Our compensation program for our named executive officers is composed of six elements: (i) base salary, (ii) traditional benefits, (iii) annual incentive compensation, (iv) long-term equity incentive compensation, (v) perquisites, and (vi) post-employment and change-in-control compensation. Each element of compensation plays an important part in our overall compensation policies and objectives.

Base Salary and Traditional Benefits

We provide base salary and traditional benefits such as group health, disability, and life insurance benefits, as well as matching contributions to our 401(k) plan, as a means of providing a base level of compensation for services performed, to encourage the continued service of our executive officers and to attract additional talented executive officers when necessary. Salaries paid to our named executive officers are set forth in the Summary Compensation Table for 2017. Base salary adjustments are determined by making reasoned subjective determinations about current economic conditions such as general wage inflation as well as the executive’s qualifications, experience, responsibilities, and past performance. For 2017, Messrs. Moss and Sigloch’s, and base salaries were increased by 2.0% and 3.0% respectively effective April 3, 2017. Mr. Millerchip’s base salary was increased by 2.5% effective April 15, 2017.

Annual Incentive Compensation

Each of our named executive officers received annual incentive compensation in 2017, based upon the Company’s actual performance for 2017 relative to the performance targets (as described below) established by the Compensation and Stock Option Committee on February 17, 2017. The Compensation Committee’s intent was for the incentive compensation payable to Messrs. Christopher, Moss, and Sigloch to constitute qualifying performance-based compensation under Section 162(m) of the Internal Revenue Code, with their awards being made under the Company’s 2014 Incentive Plan.

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For 2017, the amount of incentive compensation payable to each of our named executive officers was determined by multiplying (i) the named executive officer’s actual base salary paid during 2017, (ii) the named executive officer’s incentive grade level factor (125% for Mr. Christopher; 90% for each of Messrs. Martin, Moss and Sigloch; and 75% for Mr. Millerchip), and (iii) the named executive officer’s performance factor. The performance factor applicable to each of the named executive officers was determined based on the achievement level of the consolidated Company adjusted operating income target, as shown in the following table:

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As a result of 2017 performance, the annual incentive payments for the named executive officers, which are set forth in the Summary Compensation Table for 2017, equal the following percentages of each named executive officer’s actual base salary paid during 2017: 87.5% for Mr. Christopher (125% grade level factor times a 70% performance factor); 63% for Mr. Martin (90% grade level factor times a 70% performance factor); 48.8% for Mr. Moss (90% grade level factor times performance factors of 70%, 37% and 40% weighted on a 50%-25%-25% basis respectively); 55.8% for Mr. Sigloch (90% grade level factor times performance factors of 70% and 54% weighted on a 50%-50% basis respectively); and 113% for Mr. Millerchip (75% grade level factor times a 150% performance factor).

Long-Term Equity-Based Incentive Program

Our long-term equity-based incentive compensation rewards our named executive officers for achievement of our long-term financial success as measured by our stock price. As such, it aligns the financial interests of our named executive officers with our stockholders and rewards our named executive officers for increased stockholder value. Historically, we have granted restricted stock to our named executive officers, as discussed below. Generally, our equity incentive awards have been granted subject to three- or five-year vesting schedules, which we believe rewards outstanding service by our named executive officers and provides us with an effective mechanism to incentivize our named executive officers to achieve long-term financial success for the Company, to provide a strong retention incentive, and to align the interests of our named executive officers with the long-term interest of our stockholders.

Moreover, since 2016, we have added a performance criterion for vesting of a portion of the long term equity awards granted to Messrs. Christopher, Martin, Moss and Sigloch. The introduction of this feature was aimed at ensuring that any vesting of such grants is conditioned upon the Company’s achievement of specified growth targets in either total stockholder return or diluted earnings per share over the reference period, which for the 2017 grants, was December 31, 2016 to the last day of the 2022 fiscal year. For this purpose, total stockholder return will be determined by dividing (i) an amount equal to the 30-day trailing average closing price of a share of stock as of the applicable reference date, minus $39.91 (the 30-day trailing average closing price of a share of stock as of December 31, 2016), plus the value of any dividends and distributions paid during the reference period, by (ii) $39.91, and multiplying such amount by 100.

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Long-term equity incentive awards to our named executive officers, other than our Chief Executive Officer, (and in the case of Mr. Millerchip due to his residency in the United Kingdom, stock appreciation rights, which are treated as phantom shares for purposes of this Proxy Statement) are typically granted annually by our Compensation and Stock Option Committee based on the recommendations of our Chief Executive Officer. Long-term equity incentive awards to our Chief Executive Officer are granted annually based on the determinations of our Compensation and Stock Option Committee. In recent years, it has been the Company’s practice to issue long-term equity incentive awards to certain executives and other employees in late July following release of the Company’s second quarter and six-month operating results. In 2017, consistent with our historical practices, the named executive officers received annual grants in July 2017. The Compensation and Stock Option Committee has concluded that restricted stock awards (i) encourage key personnel to focus on sustainable long-term performance, (ii) strengthen the relationship between compensation and growth in the market price of the Company’s common stock and thereby align management’s financial interests with those of the stockholders and (iii) help attract and retain talented management personnel. In determining which named executive officers should receive restricted stock awards during 2017, and the size of these awards, our Compensation and Stock Option Committee made reasoned subjective determinations based upon the performance of the named executive officers, the importance of retaining their services, and their role in helping us work toward our long-term goals. There was no set formula for the granting of annual restricted stock awards to individual named executive officers or phantom shares to Mr. Millerchip. In 2017, we granted shares of restricted stock to Messrs. Christopher, Martin, Moss and Sigloch covering an aggregate of 135,000 shares. In lieu of restricted stock, Mr. Millerchip received 12,000 phantom shares, which represent the right to receive a lump sum cash payment, as soon as administratively practicable following July 31, 2022, in an amount equal to (i) the product of (x) 12,000 and (y) the average of the highest and lowest trading prices for one share of the Company’s common stock on July 31, 2022 (or, if July 31, 2022 is not a trading day, the trading day immediately preceding July 31, 2022) as reported on the principal national securities exchange on which the common stock is listed and traded on such date, plus (ii) the cash equivalent of any dividends paid in respect of 12,000 shares of common stock during the period commencing on August 1, 2017 and ending on July 31, 2022.

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To foster retention, the 2017 equity-based awards generally vest over a five year period, subject to accelerated vesting on certain involuntary terminations and upon a change in control (as explained in more detail in the Grant of Plan Based Awards table below). The Compensation and Stock Option Committee elected to use a long-term vesting schedule, and introduced a performance based criterion for vesting with respect to certain of the awards granted to the named executive officers in 2017 to promote retention and to incentivize performance. Further, because total shareholder return and diluted earnings per share are metrics generally associated with stockholder value and long-term growth, the Compensation and Stock Option Committee determined to use those metrics as the underlying criteria for vesting of the performance-based long-term incentive awards. In addition, given the importance of long-term equity incentive awards in our compensation program, the Compensation and Stock Option Committee determined to provide for accelerated vesting to compensate our executive officers for their contributions to the Company and to provide them with assurance that they will not be disadvantaged with respect to their equity awards in the event of a change in control or in connection with certain involuntary terminations of employment.

Perquisites

We offer certain perquisites to our named executive officers, which we view as an added element of our executive compensation program designed to attract, retain and reward our named executive officers. The perquisites we provided in fiscal year 2017 were as follows: estate and tax planning, certain club memberships, Company incentive trips, personal use of our Company airplane, and reimbursement of the income tax liabilities associated with certain perquisites. Estate and tax planning is provided to certain named executive officers to complement our various compensation elements for the purpose of ensuring the named executive officers understand the complexity of the long-term equity incentives and are thereby able to maximize the value of such benefits. We provide certain club memberships in part to facilitate networking with and entertainment of our business clients. Because of the nature of such memberships, our named executive officers gain some personal benefits. We offer Company incentive trips to reward top achievers in our organization. We maintain a Company-owned airplane primarily to provide efficient transportation to certain employees and customers for business travel. From time to time, when our plane is not being used for business purposes, we allow certain named executive officers to use the plane for personal travel.

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2018 Compensation Decisions

As noted above, the Compensation and Stock Option Committee retained Willis Towers in November 2017 to review and advise regarding various provisions of the employment agreement between the Company and Mr. Christopher. The engagement of the independent advisory services of Willis Towers was made at the direction of the Compensation and Stock Option Committee in partial response to the results of the 2017 stockholder advisory vote on the compensation of the Company’s named executive officers. The Compensation and Stock Option Committee did not utilize Willis Towers’ services to benchmark executive compensation (or any component thereof) against any particular peer group.

On March 15, 2018, in response to the feedback we have received from our stockholders, we entered into an indefinite term employment agreement (the “New Employment Agreement”) with Mr. Christopher, pursuant to which he will continue to serve as the Company’s Chief Executive Officer, reporting directly to the Board. The New Employment Agreement replaced Mr. Christopher’s prior employment agreement and, in so doing, eliminates the “single-trigger” severance to which Mr.  Christopher would have been entitled upon the occurrence of a change in control of the Company under the existing employment agreement. In consideration for the payments and benefits provided under the New Employment Agreement, Mr.  Christopher agreed to be subject to certain restrictive covenants during the term of his employment and thereafter, including customary non-compete restrictions that apply for one year post-termination and customary non-solicitation restrictions with respect to current and prospective employees that apply for one year post-termination. In addition, during the term of his employment and for one year thereafter, Mr.  Christopher is prohibited from contacting any customer or prospective customer of the Company, or any representative of the same, for the purpose of providing any service or product competitive with any service or product sold or provided by the Company.

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Tax Considerations

Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to certain executive officers, subject historically to an exception for qualifying “performance-based compensation.” In 2017, we attempted to structure our annual cash incentive compensation payable to our named executive officers who were subject to Section 162(m) of the Code to fit within the qualifying performance-based compensation exception, but certain of our other compensation was not designed to fit within this exception. The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) of the Code and, among other things, eliminated the performance-based exception to the $1,000,000 million deduction limit effective as of January 1, 2018. As a result, beginning in 2018, compensation paid to certain executive officers in excess of $1,000,000 million will generally be nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the executive officers subject to Section 162(m) of the Code (the “Covered Employees”) will include any individual who served as the Chief Executive Officer and Chief Financial Officer at any time during the taxable year and the three other most highly compensated officers (other than the Chief Executive Officer and Chief Financial Officer) for the taxable year, and once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment.

The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) of the Code described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to our existing contracts and awards, we may avail ourselves of this transition rule. However, because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, will meet the requirements of the transition rule. Moreover, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the company, we do not limit our actions with respect to executive compensation to preserve deductibility under Section 162(m) of the Code if we determine that doing so is in the best interests of the Company and its stockholders.

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Compensation Risk Management

In establishing compensation programs for the Company’s executive officers and non-executive employees, the Compensation and Stock Option Committee and senior management of the Company, respectively, consider the potential effect(s) of such programs on the Company, as well as whether such programs create appropriate incentives. The only component of employee compensation that might pose a risk of having an adverse effect is annual cash incentive compensation, which is intended to incentivize our employees to achieve short-term financial performance objectives, and ties a portion of an employee’s compensation to the achievement of such objectives. While annual cash incentive compensation encourages risk taking on the part of the Company’s employees in their efforts to achieve these objectives, the Company believes that the risk is well managed and the level of risk is acceptable. Moreover, certain senior management members have a substantial portion of their compensation in the form of equity-based awards that are long-term in nature, including equity awards that are subject to achievement of long-term financial performance objectives. We believe this counter balances any motivation to unduly favor excessive short-term risk taking. We also believe that the applicable performance objectives create appropriate incentives for our employees from year-to-year. Risk is further reduced by the fact that annual cash incentives are awarded on a discretionary basis; any known excessive risk taking could result in a reduction or elimination of the annual payment. Furthermore, our Chief Executive Officer and Chief Financial Officer are subject to clawback provisions under the Sarbanes-Oxley Act of 2002.

For these reasons we believe that our compensation policies and practices are not likely to have a material adverse effect on the Company.

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SUMMARY COMPENSATION TABLE FOR 2017

The following table shows compensation of our principal executive officer, our principal financial officer, and other named executive officers for the 2017, 2016 and 2015 fiscal years, as applicable.

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Pay Ratio

In 2017, the total compensation of Mr.  Christopher, our Chief Executive Officer, was $4,613,592, as reported in the “Summary Compensation Table for 2017.” Based on the methodology described below, we determined that the median employee in terms of total 2017 compensation of all of our employees (other than Mr.  Christopher) received an estimated $38,347 in total compensation for 2017. Therefore, the estimated ratio of 2017 total compensation of Mr. Christopher to the median employee was 120.3:1.

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In general, we offer employees base salary, company retirement plan contributions, the opportunity to receive incentive awards for performance, and other benefits. In accordance with SEC rules, the median employee compensation provided above reflects company retirement plan contributions, incentive awards for 2017 performance and other benefits, but does not reflect benefits relating to group life or health plans generally available to all salaried employees.

To determine median employee compensation, we took the following steps:

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2017 GRANTS OF PLAN BASED AWARDS TABLE

The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers for the fiscal year ended December 30, 2017.

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Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table

Employment Agreement with Mr. Christopher

On March 15, 2018, we entered into an indefinite term employment agreement (the “New Employment Agreement”) with Mr. Christopher, pursuant to which he will continue to serve as the Company’s Chief Executive Officer, reporting directly to the Board. The New Employment Agreement replaced Mr. Christopher’s prior employment agreement and, in so doing, eliminates the “single-trigger” severance to which Mr. Christopher would have been entitled upon the occurrence of a change in control of the Company under the existing employment agreement.

The New Employment Agreement provides that Mr. Christopher will receive a base salary of not less than $1,100,000 per year and will be eligible to receive an annual bonus award determined by the Compensation and Stock Option Committee. For each fiscal year, Mr. Christopher’s target annual bonus will be 125% of his base salary upon achievement of target performance levels and he will be eligible for a maximum annual bonus of 250% of base salary when performance equals or exceeds 125% of the applicable performance objectives, with the actual annual bonus payable being based upon the actual level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by the Compensation and Stock Option Committee. In addition, during the term of

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Mr. Christopher’s employment, the Company will maintain a term life insurance policy for Mr. Christopher with a face value of at least $5 million, and Mr. Christopher will have the right to name the beneficiary of such term life insurance policy.

In the event that Mr. Christopher’s employment is terminated for any reason (other than by the Company for “cause” (as defined in the New Employment Agreement)), he will, subject to his execution of a general release in favor of the Company and his continued compliance with certain restrictive covenants (the “Conditions”), be entitled to receive the following payments and benefits: (i) any accrued but unpaid compensation and benefits; (ii) any unpaid annual bonus with respect to the previously completed fiscal year; (iii) subject to achievement of the applicable performance objectives for the fiscal year in which the termination occurs, payment of a prorated annual bonus for such fiscal year; and (iv) continued medical, dental and hospitalization coverage (or payment in lieu of coverage if coverage is not permitted by applicable law or the terms of the applicable plan) for Mr. Christopher, his spouse and covered dependents until the latest of Mr. Christopher’s 70th birthday, his spouse’s 70th birthday, and the 3rd anniversary of such termination.

Additionally, if Mr. Christopher’s employment is terminated by the Company without “cause” or by Mr. Christopher for “good reason” (as defined in the New Employment Agreement), Mr. Christopher will, subject to the Conditions, be entitled to (i) continued payment of his base salary for 36 months; except that if such termination occurs during the 24-months immediately following a “change in control” (as defined in the New Employment Agreement), such amount will be paid in a lump sum on the first regularly scheduled payroll date following the 60th day following such termination; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus, such amount to be paid in equal installments over the 3-year period following such termination at the same time such amounts would otherwise have been paid to Mr. Christopher had no termination occurred; provided that if Mr. Christopher’s termination of employment occurs during the 24-month period following the consummation of a “change in control,” such amount will be paid in a lump sum on the first regularly scheduled payroll date following the 60th day following such termination. The New Employment Agreement does not provide for any “single-trigger” severance payments or benefits.

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The New Employment Agreement does not provide any gross-up or tax assistance on the severance benefits. Instead, the New Employment Agreement contains a “modified cutback” provision, which would act to reduce the benefits payable to Mr. Christopher to the extent necessary so that no “golden parachute excise tax” would be imposed on the benefits paid, but only if doing so would result in Mr. Christopher retaining a larger after-tax amount.

In consideration for the payments and benefits provided under the New Employment Agreement, Mr. Christopher agreed to be subject to certain restrictive covenants during the term of his employment and thereafter, including customary non-compete restrictions that apply for one year post-termination and customary non-solicitation restrictions with respect to current and prospective employees that apply for one year post-termination. In addition, during the term of his employment and for one year thereafter, Mr. Christopher is prohibited from contacting any customer or prospective customer of the Company, or any representative of the same, for the purpose of providing any service or product competitive with any service or product sold or provided by the Company.

Change in Control Agreements with Messrs. Martin, Moss, Sigloch and Millerchip

On July 26, 2016, the Company entered into change in control agreements with certain key members of the management team, including Messrs. Martin, Moss, Sigloch and Millerchip. Pursuant to those agreements, if, upon or within two years following a “change in control”, the executive’s employment is terminated by the Company without “cause” (other than on account of death or Disability), or by the executive for “good reason”, subject to execution of a general release of claims, the executive shall be entitled to: (i) an amount equal to two times the executive’s base salary (as in effect immediately prior to the change in control or, if greater, the date of such termination); and (ii) an amount equal to two times the average annual bonus paid to the executive (including, for this purpose only, any amounts deferred) in respect of the three calendar years immediately preceding the calendar year in which the change in control occurs (or the three calendar years immediately preceding the calendar year of such termination, if greater). The terms “change in control” and “cause” are defined in the 2014 Incentive Plan and the term “good reason” is defined in each executive’s change in control agreement. The agreements also provide that for two years following termination under the circumstances described above, each of Messrs. Martin, Moss and Sigloch will receive (subject to the executive’s election of COBRA continuation coverage under the Company’s

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group health plan) continued coverage under the Company’s group health plan at the Company’s cost (or at the direction of the Company, reimbursement for COBRA premiums) for two years following such termination. In the case of Mr. Millerchip, he will receive the cost of private health care, based upon costs incurred by the Company in the applicable year of termination, for two years following such termination.

2009 Stock Incentive Plan

In 2017, we maintained the 2009 Stock Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2009. Our Compensation and Stock Option Committee administers the 2009 Stock Incentive Plan and is authorized to, among other things, designate participants, grant awards, determine the number of shares of Common Stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2009 Stock Incentive Plan and related award agreements. The 2009 Stock Incentive Plan reserves 1,500,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event.

2014 Incentive Plan

In 2017, we maintained the 2014 Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2014. Our Compensation and Stock Option Committee administers the 2014 Incentive Plan and is authorized to, among other things, designate participants, grant awards, including cash-based awards that historically were intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code, determine the number of shares of Common Stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2014 Incentive Plan and related award agreements. The 2014 Incentive Plan reserves 1,500,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event.

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OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR-END

The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 30, 2017.