The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditors. Pre-approval is generally provided for up to one year, and any such pre-approval is detailed as to the particular service or category of services. The Audit Committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent auditors and management are required periodically to report to the full Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. All of the services provided by the independent auditors during fiscal years 20192020 and 2018,2019, respectively, under the categories Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees described above were pre-approved.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR THE APPROVAL OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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—REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under Public Company Accounting Oversight Board’s (PCAOB) Auditing Standard No. 1301. In addition, the Audit Committee discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the written disclosures required by Public Company Accounting Oversight Board’s Rule 3526, and considered the compatibility of non-audit services provided by the independent auditors with the auditor’s independence.

The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 28, 201926, 2020 for filing with the SEC. The Audit Committee and the Board has re-appointed, subject to stockholder approval, Ernst & Young LLP, independent auditors, to audit the consolidated financial statements of the Company for the fiscal year ending December 26, 2020.25, 2021.

The Audit Committee is governed by a formal charter which can be accessed from the Company’s website at www.muellerindustries. com, or may be requested in print by any stockholder. The members of the Audit Committee are considered independent because they satisfy the independence requirements for Board members prescribed by the NYSE listing standards and Rule 10A-3 of the Exchange Act.

Gennaro J. Fulvio, Chairman

Scott J. Goldman

John B. Hansen

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PROPOSAL 3 ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

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PROPOSAL 3

ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, stockholders are being asked to vote on an advisory, non-binding basis, on the compensation of the Company’s named executive officers. Specifically, the following resolution will be submitted for a stockholder vote at the Annual Meeting, the approval of which will require the affirmative vote of a majority of the outstanding shares of the Company present in person or by proxy at the Annual Meeting and entitled to vote thereon:

“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers listed in the 20192020 Summary Compensation Table included in the proxy statement for the 20202021 Annual Meeting, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the section titled “Compensation Discussion and Analysis,” as well as the compensation tables and other narrative executive compensation disclosures thereafter.”

Although the stockholder vote is not binding on either the Board of Directors or the Company, the views of stockholders on these matters are valued and will be taken into account in addressing future compensation policies and decisions.

The Company’s Compensation and Stock Option Committee is comprised of knowledgeable and experienced independent directors, who are committed to regular review and effective oversight of our compensation programs. The Company’s executive compensation program is grounded in a pay for performance philosophy, and accordingly, has been designed to motivate the Company’s key employees to achieve the Company’s strategic and financial goals, and to support the creation of long-term value for stockholders. Moreover, given the particularly competitive markets in which we operate and nature of our business, a principal goal underlying the Company’s long-term incentive compensation program specifically is the long-term retention and motivation of critical executives and business leaders. The Company’s success depends upon their leadership, judgment and experience, and as such, our compensation program is designed to promote their enduring commitment to the Company. We encourage stockholders to read the Executive Compensation section of this proxy statement, including the Compensation Discussion and Analysis (CD&A) and compensation tables, for a more detailed discussion of the Company’s compensation programs and policies, and how they are appropriate and effective in promoting growth, creating value, and retaining key members of our team.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERSVOTETHEIR SHARESFORTHE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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COMPENSATION DISCUSSION AND ANALYSIS

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COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

—EXECUTIVE SUMMARY

This Compensation Discussion and Analysis (“CD&A”) provides an overview of how our named executive officers were compensated in 2019,2020, as well as how this compensation furthers our established compensation philosophy and objectives.

Our Named Executive Officers

The Company’s NEOs for fiscal year 20192020 were:

(1)  Effective, January 1, 2020, Mr. Moss assumed the title of President – New Business Development. 

Our Compensation Philosophy and Guiding Principles

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 -termshort-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 2019,2020, we continued to reward named executive officers in a manner consistent with this philosophy by setting annual incentive targets based on the Company’s achievement of certain levels of operating income. While also rooted in a pay for performance philosophy, our long-term equity incentive compensation focused primarily on promoting the retention of key executives and business leaders in our industry, where the competition for leadership talent is a foremost concern. Accordingly, we continued to grant equity awards, such that any long-term compensation opportunity will be directly tied to stock performance, and will only be received by key executives and business leaders who remain with and make long-term commitments to the Company’s success. The Compensation and Stock Option Committee (hereinafter referred to as “the Committee” for purposes of this CD&A section) evaluates, on an annual basis, the overall structure and design of our program, and believes it has and continues to reflect the best balance of the Company’s priorities.

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OUR COMPENSATION PHILOSOPHY AND GUIDING PRINCIPLES

Our Compensation Practices At a Glance

Our pay and equity programs are designed to align executives’ interests with those of our stockholders, and to motivate and retain critical leaders. Below is a snapshot of our compensation practices:

	WHAT WE DO				WHAT WE DON’T DO
	We maintain a fully independent Compensation and Stock Option Committee.			We do not provide for single trigger severance upon a change in control.
	A higher percentage of our executives’ compensation is variable than fixed.			We do not permit gross-up payments to cover excise taxes or perquisites.taxes.
	We utilize varying performance metrics under our short-term and long-term incentive plans.			We do not permit the pledging or hedging of our common stock.
	Our annual incentive program is based on earnings performance and capped for maximum payouts.			We do not support compensation programs or policies that reward material or excessive risk taking.
	Our equity awards include extended vesting schedules and performance-based criteria.			We do not maintain any supplemental executive retirement plans.
	We have a clawback policy applicable to all senior employees, including all President and Vice President level personnel.

2019

2020 Say-on-Pay Vote and Stockholder Engagement

At our 20192020 Annual Meeting, we held our annual non-binding stockholder advisory vote on executive compensation. Approximately 73%77% 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 20192020 Annual Meeting.

In

Last year, in response to stockholder feedback, the resultsCompany not only endeavored to more clearly and fully present its compensation program, but also to dramatically revamp the look, format and substance of the 2019 say-on-pay2020 proxy statement. Our goal in doing so was to provide a more useful tool to assist stockholders in evaluating our compensation program, including pay-for-performance alignment and whether it serves the vital strategic goal of attracting and retaining key executives in the competitive markets in which we participate. We were gratified that last year’s stockholder advisory vote the Company’s management and Committee Chairman held in-person meetingson executive compensation reflected an improvement in support, but it was clear that there was more work to do in this regard.

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Accordingly, we continued to engage with various stockholders to discussregarding the Company’s compensation practices and the philosophies underlying them. Those discussions afforded stockholders the opportunity to raise questions and concerns regarding the executive compensation program as presented in last year’s proxy solicitation. Through productive and informative engagement with its stockholders, the Company learned that the manner in which the Company had historically communicated

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and presented its executive compensation program in its proxy solicitations was unclear, and did not adequately convey the Company’s compensation philosophy, priorities and the market and strategic considerations that support them. One specific aspect of the compensation program for which thisthat was particularly truea particular focus was the Company’sour long-term equity incentive awards,program, and how the performance-based criterion underlying those equity awards were chosen to emphasize long-term strategic growth and to serve as a complement to the Company’s ambitious targets underlying its annual cash incentive program in an effort to create a balanced and well-rounded incentive structure. In response to that feedback, the Company implemented two reforms in 2020:

As part of its robust response to the results of the 2019 say-on-pay vote, the Company has determined that in 2020, the long-term equity incentive awards given to its operational business leaders will, for the first time, be tied to achievement of the ambitious targets set forth in the Company’s 2024 Strategic Growth Plan. These awards will be made later in 2020 and discussed in next year’s proxy statement. We believe that this step will further align pay and performance, focus our operational leadership on long-term value creation, and be a strong motivating incentive and tool for retention.

Further, in response to feedback received from stockholders following the 2019 say-on-pay vote, the Company has not only endeavored this year to more clearly and fully present its compensation program, but to dramatically revamp the look, format and substance of this year’s proxy statement. Our goal in doing so was to provide a more useful, appealing and granular tool to assist stockholders in evaluating our compensation program, including pay-for-performance alignment and whether it serves the vital strategic goal of attracting and retaining key executives in the competitive markets in which we participate.

The Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions.

—DETERMINATION OF EXECUTIVE COMPENSATION

Guided by the philosophy and design outlined above, the Committee determines the compensation of our Chief Executive Officer. In turn, our Chief Executive Officer makes recommendations to the Committee regarding all components of our other NEOs’ compensation, including base salary, annual cash incentive compensation, and long-term equity incentive compensation. The Committee considers and acts upon those recommendations in setting the compensation of our other NEOs.

In determining compensation, we generally do not rely upon hierarchical or seniority-based levels or guidelines, nor did the Committee formally benchmark executive compensation (or any component thereof) against any particular peer group. Instead, we utilize a more flexible approach that allows us to adapt components and levels of compensation to motivate and reward individual executives within the context of our broader strategic and financial goals. This requires that we consider subjective factors including, but not limited to the following:

In making compensation decisions, the 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 and the 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.

The Committee has chosen incentive operating income targets as the metric to measure performance for each named executive officer. The compensation of Messrs. Christopher, Martin and MartinMiritello is based upon their oversight of and responsibility for the entire Company. Accordingly, their compensation levels are reflective of the scope and breadth of their management responsibility, and the performance of the Company on a consolidated basis. For Messrs. Sigloch Moss, and Westermeyer, a portion of their compensation is based upon the performance of specific business lines within their purviews. Notwithstanding the foregoing, a portion of their compensation is still based upon consolidated Company performance to discourage parochialism and align their interests with those of our stockholders.

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—ELEMENTS OF COMPENSATION

As outlined below, our compensation program for our NEOs is comprised of three primary elements: (i) base salary and traditional benefits, (ii) annual incentive compensation, and (iii) long-term equity incentive compensation. Each element plays an integral role in our overall compensation strategy. Moreover, the Committee has approved certain executive perquisites and post-employment change-in-control compensation to our NEOs for purposes of motivating them and retaining their services.

Pay-for-Performance and At-Risk Compensation

Base Salary and Traditional Benefits

Base salaries paid to our NEOs are set forth in the “Summary Compensation Table for 2019.2020.” 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. In addition to base salaries, we provide traditional benefits such as group health, disability, and life insurance benefits, as well as matching contributions to our 401(k) plan.

Annual Incentive Compensation

Each of our NEOs received annual incentive compensation for 2019,2020, based upon the actual performance of the Company and, for Messrs. Moss, Sigloch and Westermeyer, the performance of the business lines which they oversee, relative to the performance targets (as described below) established by the Committee on February 4, 2019.5, 2020 (as reviewed and revised on July 31, 2020). The table below shows the target annual incentive award for each of our NEOs.

For 2019,2020, the amount of incentive compensation payable to each of our named executive officers was calculated as follows:

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INCENTIVE GRADE LEVEL FACTOR

Set forth below are the incentive grade level factors for each of our NEOs:

PERFORMANCE FACTOR

Set forth below are the corresponding payout percentages tied to various levels of achievement above or below pre -approvedpre-approved operating income performance targets. To promote alignment between pay and performance, incentive compensation amounts are not paid to NEOs when the achievement level of the operating income performance target is less than 80%.

Based on their incentive grade level factors, certain NEOs are entitled to an additional payout percentage of 10% for each additional percentage of achievement between 115%111% and 120%115% of the target, thereby resulting in a maximum payout percentage of 200%. For more information, please see the “2019“2020 Grants of Plan Based Awards Table.”

The performance factor applicable to each of the NEOs was determined based on the achievement level of the consolidated Company incentive operating income target, as shown in the following table:

The performance targets applicable to our NEOs were established by the Committee on February 5, 2020, before the onset of the COVID-19 pandemic, and reflected a continuation of the execution of our growth strategy over the last several years. However, following the onset of the COVID-19 pandemic, the Company continued to evaluate its financial performance, as well as employees’ contributions across the organization, and measured those against the key objectives of our executive compensation program, including pay for performance, alignment with stockholders’ interests, and motivation and retention of key talent, which includes maintaining a program that is a fair reflection of corporate and individual performance. Thus, in light of these key objectives, which are intended to position the Company for long term profitable growth, and the extraordinary circumstances caused by the COVID-19 pandemic, in July 2020, the Company recommended to the Committee that the incentive operating income targets that were originally established in February be adjusted to keep all employees, including our NEOs, motivated and focused on continuing to work towards advancing the Company’s long-term goals for the remainder of 2020. On that basis, the Committee determined to adjust the consolidated company and business line incentive operating income targets applicable to the NEOs down by 15%, which, in the Committee’s view, were challenging but achievable levels, such that, based on performance expectations at the time of the July adjustment (which, due in large part to the extraordinary circumstances

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caused by COVID-19 pandemic, were trending below 2019 levels) the minimum incentive payout percentage could reasonably be attained.

20192020 NEO ANNUAL INCENTIVE CALCULATIONS

As a result of 20192020 performance, the annual incentive payments for the NEOs were calculated as follows:

MR. CHRISTOPHER

MR. MARTIN

MR. MOSS

MR. SIGLOCH

MR. WESTERMEYER

Long-Term Equity Incentive Compensation Program

OVERVIEW

Our long-term equity-based incentive compensation program serves three goals:

The Committee has made the retention of executives and key employees a particular focus of the long-term equity incentive compensation program in recent years.

The Committee has decided that the best way to meet the objectives of our long-term incentive program is to award a combination of time-based restricted stock and performance-based restricted stock, allocated as shown below. To promote our goal of executive and key employee retention, time -basedtime-based restricted stock awards vest over the course of a five-year period, on one of two vesting schedules: (i) 30% after three years; 30% after four years; and 40% after five years, or (ii) 100% cliff vesting after five years. Performance-based restricted stock is also awarded, and cliff vests after periods of either three or five years, provided performance criteria are met over a five yearthe applicable performance period, cliff vests 100% after approximately four and a half years. Unvestedperiod. All unvested shares are generally forfeited if the recipient leaves the CompanyCompany’s employ prior to the vesting date.

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NEO LONG-TERM EQUITY MIX	ALL LONG-TERM EQUITY MIX

The Committee believes that the extended and cliff vesting schedules, and performance criteria described below will motivate our NEOs and key employees to remain with the Company and make long-term contributions to stockholder value generation.

FIVE-YEAR VESTING SCHEDULE FOR TIME-BASED AND PERFORMANCE-BASED RESTRICTED STOCK

To foster retention, the 20192020 time-based restricted stock awards vest over the course of a five yearfive-year period (i.e., either (i) 30% after three years; 30% after four years; and 40% after five years, or (ii) 100% after five years). For performance-based awards given to certain NEOs in 2020 (i.e., Messrs. Christopher, Martin, Sigloch and Miritello), the performance period is fivethree years, and vesting occurs three years from the grant date. For the performance-based awards given to Mr. Westermeyer and various operational business leaders in 2020, the performance period is the fiscal year ending December 28, 2024, and vesting occurs approximately four and a half years from the grant date. No portion of the equity awards granted to our executives or employees vest in less than three years. The Committee elected to use a long-term vesting schedule to promote executive retention in our competitive industry and to incentivize performance. However, given the importance of long-term equity incentive awards in our compensation program, the Committee provided for accelerated vesting in the event of death, disability or a change in control (as explained in more detail in the “2019“2020 Grant of Plan Based Awards Table”). The Committee believes that accelerated vesting would be appropriate in those circumstances to encourage our executives to focus on the potential benefits of a change in control transaction for our stockholders without harboring concerns for their financial security.

TIME-BASED RESTRICTED STOCK

Five-Year Vesting Schedule

PERFORMANCE-BASED RESTRICTED STOCK

Five-Year Vesting Schedule

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PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK

A portion of the long-term equity awards granted to our NEOsMessrs. Christopher, Martin, Sigloch and key employeesMiritello are performance-based, and vesting is contingent upon the Company’s performance on two metrics: total(i) adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), and (ii) average return on invested capital (ROIC). As discussed above in the section entitled “2020 Say-on-Pay Vote and Stockholder Engagement,” the Company adopted these operational metrics in response to stockholder return (TSR) and diluted earnings per share (EPS).outreach regarding the appropriateness of the metrics historically used by the Company. Using these two metrics ensures that performance-based awards to these NEOs will notonly vest unlessbased upon the Company achievesachievement of specified growth targets over a five-yearthree-year performance period, which for the 20192020 grants, was December 30, 201829, 2019 to December 30, 2023.31, 2022. For this purpose, total stockholder return will be determinedthe adjusted EBITDA metric means the average adjusted EBITDA achieved by dividing (i) an amount equal to the 30-day trailing average closing price of a share of stock at the endCompany during each of the performance period, minus $ 23.44 (the 30-day trailing average closing price of a share of stock as of December 30, 2018), plus the value of any dividends and distributions paidthree fiscal years during the performance period, as compared with an adjusted EBITDA target of $204.0 million. The average ROIC metric means the average ROIC achieved by (ii) $23.44,the Company during each of the three fiscal years during the performance period, as compared with an average ROIC target of 11.0%. For purposes of the average ROIC metric, ROIC means, in respect of a given fiscal year, the quotient obtained by dividing the Company’s after-tax operating income for such fiscal year by average invested capital in respect of such fiscal year (with invested capital being the average of beginning and multiplyingending long-term debt and equity in respect of such amountfiscal year).

The degree to which the performance-based equity awards granted to Messrs. Christopher, Martin, Sigloch and Miritello vest is contingent upon the Company’s actual performance as compared with the adjusted EBITDA and average ROIC targets, each weighted on a 50%-50% basis. The tables below illustrate the applicable achievement levels and corresponding vesting percentages for each metric. In both tables, the vesting percentages reflect the 50%-50% weighting of the two metrics. As for each metric, if the achievement percentage is less than 80%, the vesting percentage is 0%. Moreover, if the achievement percentage is between the specified levels, the vesting percentage is determined by 100.linear interpolation.

ADJUSTED EBITDA METRIC
Achievement Percentage	Vesting Percentage
80%	25%
110%	100%
AVERAGE ROIC METRIC
Achievement Percentage	Vesting Percentage
80%	25%
110%	100%

For the performance-based equity awards granted to Mr. Westermeyer in 2020, the performance metric is the actual combined operating income of various businesses overseen by Mr. Westermeyer, as compared to a combined operating income target of $35.0 million during the fiscal year ending December 28, 2024. This performance period aligns with the final fiscal year

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of our ambitious 2024 Strategic Growth Plan. The table below sets forth the various achievement percentages and corresponding vesting percentages. If the achievement percentage is less than 50%, the vesting percentage is 0%. Moreover, if the achievement percentage is between the specified levels, the vesting percentage is determined without linear interpolation.

Performance to Target	Payout Percentage
50%	25%
60%	40%
70%	55%
80%	70%
90%	85%
100%	100%

 

To be clear, the growth targets established for our long-termperformance-based equity incentive awards (i.e., a 3.5% compounded annual growth rate in TSR or EPS)grants are just one of a number of different, yet complementary performance metrics utilized by the Company in its efforts to design an overall compensation program that is appropriately balanced and furthers its underlying aims. For example, the Company’s performance-based compensation program also incorporates the ambitious short and long-term operating targets that underlie the Company’s annual cash incentive compensation program and long-term aspirations for strategic growth. Indeed, and as previously noted, the Company has determined that in 2020, the long- term equity incentive awards given to its operational business leaders will be tied to achievement of the ambitious targets set forth in the Company’s 2024 Strategic Growth Plan.

 

The Company has traditionally maintained, and will continue to maintain lofty expectations and goals with respect to stockholder value creation. Nevertheless, given the primary retention aim of the long-term equity incentive compensation program, the Committee has concluded that the performance-based criterion for the equity awards granted to our NEOs are appropriate in the context of our well-balanced overall executive compensation program.

 

TIMING OF LONG-TERM EQUITY AWARD GRANTS

 

Long-term equity incentive awards to our Chief Executive Officer and other NEOs are traditionally granted annually, typically in July, based on the determinations of the Committee. Long-term equity incentive awards to our other NEOs have traditionally been granted by the Committee (upon our Chief Executive Officer’s recommendation) following the release of the Company’s second quarter and six-month operating results.results, and are based on the determinations of the Committee. Our Chief Executive Officer makes recommendations to the Committee regarding awards for other NEOs and members of the management team. In 2019,2020, the NEOs received their annual grants in August 2019.August.

 

In granting long-term equity awards to our NEOs, the Committee applied no set formula for allocating awards, and instead made reasoned, subjective determinations based upon their performance, the importance of retaining their services, and their role in helping us achieve our long-term goals. In 2019,2020, we granted shares of restricted stock to our NEOs covering an aggregate of 217,000141,000 shares.

In addition to Mr. Christopher’s annual grant, the Committee determined to grant him a special performance-based restricted stock award (conditioned on achievement of the performance-based criteria discussed above) in July 2019, in recognition of his outstanding service, leadership and commitment to the future and well-being of the Company.

 

Perquisites

 

We offer perquisites to our NEOs, which we view as an added element of our executive compensation program designed not only to attract, retain and reward our NEOs, but also to facilitate theirthe performance of their duties on behalf of the Company. The perquisites we provided to our NEOs in fiscal year 20192020 are set forth in the “Summary Compensation Table for 2019”2020”, and included, among others, estate and tax planning, 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 NEOs to complement our various compensation elements for the purpose of ensuring the NEOs understand the complexity of the long-term equity incentives and are thereby able to maximize the value of such benefits. We maintain a Company-owned airplane primarily to provide efficient transportation for executives, employees and customers to our geographically dispersed operations. From time to time, when our plane is not being used for business purposes, we allow certain NEOs to use the plane for personal travel. We have also provided executive physicals as a risk management tool and to ensure our NEOs are mindful of their personal health. Certain club memberships are provided, and serve the primary aim of facilitating networking with business clients.customers.

 

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—COMPENSATION RISK MANAGEMENT

 

In connection with its continued appraisal of our compensation program, management, with oversight from the Committee, reviews our compensation policies and practices, and the overall compensation program with respect to our risk management practices and any potential risk-taking incentives. This assessment includes a review of the primary elements of our compensation in light of potential risks:

 

COMPENSATION PROGRAM RISK CONSIDERATIONS

 

Pay Mix	•	•Compensation program includes an appropriately balanced mix of short and long-term incentives, which mitigates the risk of undue focus on short-term targets while rewarding performance in areas that are key to our long-term success.
	success •	Base salaries are set at competitive levels to promote stability and give executives an element of compensation that is not at risk.
Performance Metrics and Goals	•	•  Distinct performance metrics are used in both our short-term and long-term incentive plans.
	•	Our annual incentive compensation program includes a payout scale (and cap) reflective of a pay for performance philosophy.
Long-term Incentives	•	•  Our long-term equity incentive program is designed to retain key executives and business leaders and to align their interests with those of our stockholders.

 

As previously detailed (see page 17), the Company has adopted a series of policies, including bans on pledging and hedging, and a clawback policy, to further mitigate risk taking behaviors. Beyond our Company clawback policy, which applies to all President and Vice President- levelPresident-level executives, our Chief Executive Officer and Chief Financial Officer are subject to clawback provisions under the Sarbanes Oxley Act of 2002. For2002.For these reasons, we believe that our compensation policies and practices are not likely to have a material adverse effect on the Company.

 

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.” 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 deduction limit effective as of January 1, 2018. As a result, as of 2018, compensation paid to certain executive officers in excess of $1,000,000 is 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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—

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

 

The Compensation and Stock Option Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation and Stock Option Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

 

Gary S. Gladstein, Chairman

Scott J. Goldman

Charles P. Herzog, Jr.

	Gary S. Gladstein, Chairman
	Scott J. Goldman
	Charles P. Herzog, Jr.

—

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

During fiscal year 2019,2020, Gennaro J. Fulvio, Scott J. Goldman and Charles P. Herzog, Jr. served on the Compensation and Stock Option Committee. No member of the Compensation and Stock Option Committee was, during fiscal year 2019,2020, an officer or employee of the Company or was formerly an officer of the Company. In addition, no member of the Compensation and Stock Option Committee, during fiscal year 2019,2020, had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of the Company’s directors served as an executive officer at any time during fiscal year 2019.2020.

 

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     3334

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EXECUTIVE COMPENSATION TABLES

 

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EXECUTIVE COMPENSATION TABLES

—SUMMARY COMPENSATION TABLE FOR 20192020

 

The following table shows compensation of our principal executive officer, our principal financial officer, and other named executive officers for the 2020, 2019 2018 and 20172018 fiscal years, as applicable.

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
Gregory L. Christopher		2019			1,250,000	(2)		—			4,168,400	(3)		2,031,250			615,056	(4)		8,064,706
Chief Executive Officer		2018			1,117,308			—			3,873,600			1,815,625			543,480			7,350,013
& Chairman
		2017			1,100,000			—			2,105,280			962,500			445,812			4,613,592
Jeffrey A. Martin		2019			390,462	(2)		—			490,770			456,840			202,895	(5)		1,540,967
Chief Financial Officer		2018			359,873			—			581,040			421,052			68,553			1,430,518
& Treasurer
		2017			335,000			—			526,320			211,050			58,519			1,130,889
Nicholas W. Moss		2019			390,502	(2)		—			545,300			443,708			332,033	(7)		1,711,543
President – B&K LLC(6)		2018			387,205			26,136			710,160			313,637			173,294			1,610,432
		2017			378,967			—			774,000			185,031			154,518			1,492,516
Steffen Sigloch		2019			339,085	(2)		—			627,095			326,921			242,766	(8)		1,535,867
Chief Manufacturing Officer		2018			328,693			—			807,000			384,571			227,048			1,747,312
		2017			321,906			—			774,000			179,623			114,222			1,389,751
Gary Westermeyer
President – Refrigeration(9)		2019			263,558	(2)		60,000	(10)		272,650			195,197			17,015	(11)		808,420

Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Gregory L. Christopher		2020		1,250,000	(2)	300,000	(3)	2,220,750		3,125,000		337,398	(4)	7,233,148
Chief Executive Officer & Chairman		2019		1,250,000		—		4,168,400		2,031,250		615,056		8,064,706
		2018		1,117,308		—		3,873,600		1,815,625		543,480		7,350,013
Jeffrey A. Martin		2020		400,125	(2)	300,000	(3)	681,030		720,225		85,802	(5)	2,187,182
Chief Financial Officer & Treasurer		2019		390,462		—		490,770		456,840		202,895		1,540,967
		2018		359,873		—		581,040		421,052		68,553		1,430,518
Steffen Sigloch		2020		344,177	(2)	—		651,420		516,266		127,321	(6)	1,639,184
Chief Manufacturing Officer		2019		339,085		—		627,095		326,921		242,766		1,535,867
		2018		328,693		—		807,000		384,571		227,048		1,747,312
Christopher J. Miritello
Vice President, General Counsel & Secretary(7)		2020		330,000	(2)	325,000	(3)	177,660		495,000		34,680	(8)	1,362,340
Gary Westermeyer		2020		265,000	(2)	—		444,150		268,313		15,180	(10)	992,643
President – Refrigeration(9)		2019		263,558		60,000		272,650		195,197		17,015		808,420

 

(1)	This column represents the aggregate grant date fair value of awards granted to our NEOs and assuming, for purposes of any awards subject to performance-based vesting criteria, the probable outcome of the performance conditions. For information on the valuation assumptions with respect to these awards, refer to Note 17 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 28, 2019.26, 2020. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value the named executive officers will recognize.
(2)	Effective May 13, 2019,December 21, 2020, Mr. Martin’s, Mr. Sigloch’s and Mr. Sigloch’sWestermeyer’s base salaries were increased by 6.7%6.3%, 6.1% and 4.0%5.7% respectively. Mr. Westemeyer’sMiritello’s base salary was increased by 10.4%10.0% effective January 14, 2019. Neither1, 2020. Mr. Christopher nor Mr. Moss receiveddid not receive any base salary increasesincrease in 2019.2020.
(3)	The reported amount includes the aggregate grant date fair value of a special award of 50,000 shares of performance-based restricted stock grantedRepresents cash bonuses awarded to Mr.Messrs. Christopher, in 2019Martin and Miritello in recognition of their outstanding leadership and service, particularly as it related to the Company and leadership.Company’s successful claim in the Deepwater Horizon settlement, which resulted in the Company’s collection of an approximately $22.1 million award.
(4)	Mr. Christopher’s other compensation includes $503,823$230,480 in restricted stock dividends, including the Special Dividend (as discussed below) in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2019.2020. Other compensation also includes $18,315 in premiums on a life insurance policy maintained on his behalf; a $20,902$15,803 reimbursement of the income tax liabilities associated with certain perquisites; $17,656$9,774 in club memberships; $5,245$12,253 in personal tax and estate planning; a $1,431$191 executive health physical; $15,143$3,238 in travel expenses for Company-sponsored events; and an $11,200$11,400 matching contribution to the Company’s 401(k) Plan.plan. In addition, Mr. Christopher’s other compensation includes the incremental cost of $21,341$35,944 incurred by the Company in connection with Mr. Christopher’s personal use of the Company aircraft, calculated based on the cost of fuel, crew travel, trip-related maintenance and other similar variable costs. Fixed costs, which do not change based on usage, are excluded as the Company’s aircraft is used predominantly for business purposes.
(5)	Mr. Martin’s other compensation includes $166,382 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time of the Special Dividend was declared and that vested in 2019. Other compensation includes a $8,017 reimbursement of the income tax liabilities associated with certain perquisites; an $11,200 matching contribution to the Company’s 401(k) Plan; $12,356 in travel expenses for Company-sponsored events; and $4,940 in club memberships and personal tax and estate planning.
(6)	Effective January 1, 2020, Mr. Moss assumed the title of President – New Business Development.
(7)	Mr. Moss’s other compensation includes $309,183$73,105 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2019.2020. Other compensation also includes a $2,400 executive health physical;$511 reimbursement of the income tax liabilities associated with certain perquisites; an $11,200$11,400 matching contribution to the Company’s 401(k) Plan;plan; and $9,250the incremental cost of $787 incurred by the Company in connection with Mr. Martin’s personal tax and estate planning.use of the Company aircraft (see Note 4 above for an explanation of the calculation of such cost).

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(8)(6)	Mr. Sigloch’s other compensation includes $230,991 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time of the Special Dividend was declared and that vested in 2019. Other compensation includes an $11,200 matching contribution to the Company’s 401(k) Plan, and $575 in personal tax and estate planning.
(9)	Mr. Westermeyer was not a NEO in 2017 or 2018. Accordingly, only his compensation for 2019 is listed on this table.
(10)	Represents a discretionary cash bonus awarded to Mr. Westermeyer in recognition of his outstanding leadership and service.
(11)	Mr. Westermeyer’s other compensation includes $5,815$106,445 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2019.2020. Other compensation also includes an $11,200$11,400 matching contribution to the Company’s 401(k) Plan.plan, $5,700 in relocation expenses and a $3,729 reimbursement of the income tax liabilities associated with certain perquisites.

 

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(7)	Mr. Miritello was not a NEO in 2018 or 2019. Accordingly, only his compensation for 2020 is listed on this table.
(8)	Mr. Miritello’s other compensation includes $23,280 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020. Other compensation also includes an $11,400 matching contribution to the Company’s 401(k) plan.
(9)	Mr. Westermeyer was not a NEO in 2018. Accordingly, only his compensation for 2019 and 2020 is listed on this table.
(10)	Mr. Westermeyer’s other compensation includes $3,780 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020. Other compensation also includes an $11,400 matching contribution to the Company’s 401(k) plan.

Pay Ratio

 

In 2019,2020, the total compensation of Mr. Christopher, our Chief Executive Officer, was $8,064,706,$7,233,148, as reported in the “Summary Compensation Table for 2019.2020.” Based on the methodology described below, we determined that the median employee in terms of total 20192020 compensation of all of our employees (other than Mr. Christopher) received an estimated $36,709$36,810 in total compensation for 2019.2020. Therefore, the estimated ratio of 20192020 total compensation of Mr. Christopher to the median employee was 220:197:1.

 

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 Companycompany retirement plan contributions, incentive awards for 20192020 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:

 

•	We identified our employee population as of December 28, 2019,26, 2020, which consisted of approximately 4,9645,007 employees.
•	For each employee (other than Mr. Christopher), we determined the sum of his or her base salary for 2019,2020, and incentive awards for 2019.2020. Comparing the sums, we identified an employee whose compensation best reflects the Company employees’ median 20192020 compensation, taking into account whether their compensation likely would reflect median employee compensation in future years.
•	In accordance with SEC rules, we then determined that employee’s 20192020 total compensation was $36,709$36,810 using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table.

 

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     3536

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—20192020 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 28, 2019.26, 2020.

									All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock Awards ($)
		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)				Estimated Future Payouts Under Equity Incentive Plan Awards(2)
		Threshold	Target	Maximum		Threshold	Target	Maximum
Name	Grant Date	($)	($)	($)		(#)	(#)	(#)
Gregory L. Christopher	—	625,000	1,562,500	3,125,000		—	—	—	—	—
	7/25/2019	—	—	—		—	66,000	—	70,000	4,168,400
Jeffrey A. Martin	—	140,566	351,416	702,832		—	—	—	—	—
	8/8/2019	—	—	—		—	6,000	—	12,000	490,770
Nicholas W. Moss	—	140,581	351,452	702,904		—	—	—	—	—
	8/8/2019	—	—	—		—	10,000	—	10,000	545,300
Steffen Sigloch	—	122,071	305,177	610,353		—	—	—	—	—
	8/8/2019	—	—	—		—	10,000	—	13,000	627,095
Gary Westermeyer	—	79,067	197,668	296,503		—	—	—	—	—
	8/8/2019	—	—	—		—	5,000	—	5,000	272,650

				Estimated Future Payouts  Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts  Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock		Grant Date Fair Value of
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)(3)		Stock Awards ($)
Gregory L. Christopher		—		625,000		1,562,500		3,125,000		—		—		—		—		—
		8/7/2020		—		—		—		—		30,000		—		45,000		2,220,750
Jeffrey A. Martin		—		144,045		360,113		720,225		—		—		—		—		—
		8/7/2020		—		—		—		—		8,000		—		15,000		681,030
Steffen Sigloch		—		123,904		309,759		619,519		—		—		—		—		—
		8/7/2020		—		—		—		—		10,000		—		12,000		651,420
Christopher J. Miritello		—		99,900		247,500		495,000		—		—		—		—		—
		8/7/2020		—		—		—		—		2,000		—		4,000		177,660
Gary Westermeyer		—		79,500		198,750		298,125		—		—		—		—		—
		8/7/2020		—		—		—		—		10,000		—		5,000		444,150

(1)

Represents annual cash incentive awards that could have been earned based on performance in 2019.2020. These columns show awards that were possible at the threshold, target and maximum levels of performance for each NEO in 2019,2020, determined by multiplying each named executive officer’s actual base salary paid during 2019,2020, by the named executive officer’s incentive grade level factor, and then by a performance factor of 40% for the threshold level (for 80% achievement of the applicable performance criteria), 100% for the target level (for 100% achievement of the applicable performance criteria), capped at 200% (or, in the case of Mr. Westermeyer, 150%) for the maximum level (for 120%115% achievement of the applicable performance criteria).

(2)

SharesThe vesting of shares of performance-based restricted stock will vest 100% on February 28, 2024,granted to Messrs. Christopher, Martin, Sigloch and Miritello in 2020 is conditioned upon the Company’s achievement ofactual performance as compared with certain adjusted EBITDA and average ROIC targets, each weighted on a 3.5% compounded annual growth rate in total shareholder return or diluted earnings per share50%-50% basis, over thea three-year reference period (December 30, 201829, 2019 to December 31, 2022). Subject to this performance condition, these shares will vest on July 20, 2023. The vesting of shares of performance-based restricted stock granted to Mr. Westermeyer in 2020 is conditioned upon the last dayoperating income performance of the 2023 fiscal year) and are subjectvarious businesses overseen by Mr. Westermeyer as compared to earlier vesting in connection with a change in control or a termination of employment due to death, disability or a qualifying retirement (subject, in the case of a qualifying retirement, to achievement of the performance criteria, measured through the last day ofan operating income target during the fiscal year precedingending December 28, 2024. Subject to this performance condition, these shares will vest on February 28, 2025. For more information on the year in which such qualifying retirement occurs). Amounts reported representperformance-based criteria, please see the target (which also represents the threshold and maximum) number of performance-based shares of restricted stock that have the potential to vest pursuant to the foregoing vesting schedule.section entitled “Performance Criteria for Performance-Based Restricted Stock.”

(3)

Shares of time-based restricted stock granted to Messrs. Christopher and Martin will vest 30% on each of July 30, 20222023 and July 30, 2023,2024, and 40% on July 30, 2024 (or in the case2025. Shares of Mr.time-based restricted stock granted to Messrs. Sigloch, Miritello and Westermeyer will vest 100% on July 30, 2024).2025. They are subject to earlier vesting in connection with a change in control, or a termination of employment due to death or disability. Mr. Christopher’s grants also vest upon a termination of employment without cause or resignation for good reason.

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 “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 Employment Agreement replaced Mr. Christopher’s prior employment agreement and, in so doing, eliminated the “single-trigger” severance to which Mr. Christopher would have been entitled upon the occurrence of a change in control of the Company.

The 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. 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. The actual annual bonus payable to Mr. Christopher will be based upon the actual level of achievement of annual Company and individual performance objectives for the applicable year, as determined by the Committee. In addition, during the term of Mr. Christopher’s employment, the Company will maintain a term life insurance policy for him 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 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: (i) any accrued but unpaid compensation and benefits; (ii) any unpaid annual bonus with

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     3637

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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 70^th birthday, his spouse’s 70th 70^th birthday, and the 3rd 3^rd 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 Employment Agreement), and there has not been a “change in control” (as defined in the Employment Agreement) in the past 24 months, Mr. Christopher will, subject to the Conditions, be entitled to (i) continued payment of his base salary for 36 months; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus in respect of the fiscal year in which such termination occurs (or prior fiscal year, if greater), such amount to be paid in equal installments over the 3 -year3-year period following such termination at the same time such amounts would otherwise have been paid had no termination occurred. If Mr. Christopher’s employment is terminated by the Company without “cause” or by Mr. Christopher for “good reason” within 24 months of a “change in control,” Mr. Christopher will, subject to the Conditions, be entitled to (i) payment of his base salary for 36 months in a lump sum on the first regularly-scheduled payroll date following the 60th 60^th day following such termination; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus in respect of the fiscal year in which such termination occurs (or prior fiscal year, if greater), paid in a lump sum on the first regularly-scheduled payroll date following the 60th 60^th day following such termination. The Employment Agreement does not provide for any “single-trigger” severance payments or benefits.

The Employment Agreement does not provide any gross-up or tax assistance on the severance benefits. Instead, the Employment Agreement contains a “modified cutback” provision, which would act to reduce the benefits payable to Mr. Christopher to the extent necessary to avoid a “golden parachute excise tax,” but only if such reduction would result in Mr. Christopher retaining a larger after-tax amount.

Mr. Christopher is 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 Mssrs.Messrs. Martin, MossSigloch and SiglochMiritello

On July 26, 2016, the Company entered into change in control agreements with certain key members of the management team, including Messrs. Martin Moss and Sigloch. The Company entered into a substantially similar change in control agreement with Mr. Miritello on January 3, 2017. 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 will 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, MossSigloch and SiglochMiritello will receive (subject to the executive’s election of COBRA continuation coverage under the Company’s 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. We are not party to an employment or change in control agreement with Mr. Westermeyer.

2019 and 2014 Incentive Plans

In 2019,2020, we maintained the 2019 Incentive Plan and 2014 Incentive Plan (together, the “Plans”), which were approved by our stockholders at our Annual Meetings held in May 2019 and May 2014 respectively. The Committee administers the Plans 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 Plans and award agreements issued pursuant thereto. The 2014 Incentive Plan reserved 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. The 2019 Plan reserved 2,000,000 shares of our Common Stock for issuance, subject to adjustments under similar circumstances. A previously authorized 2009 Incentive Plan expired in February 2019. No remaining shares are authorized to be issued under that 2009 Incentive Plan.

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     3738

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—OUTSTANDING EQUITY AWARDS AT FISCAL 20192020 YEAR-END

The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 28, 2019.26, 2020.

			Option Awards(1)					Stock Awards
									Equity
									Incentive	Equity Incentive
									Plan Awards:	Plan Awards:
								Market	Number of	Market or
								Value of	Unearned	Payout Value
		Number of	Number of				Number of	Shares or	Shares, Units	of Unearned
		Securities	Securities				Shares or	Units of	or Other	Shares, Units,
		Underlying	Underlying	Option			Units of Stock	Stock That	Rights That	or Other Rights
		Unexercised	Unexercised	Exercise	Option		That Have	Have Not	Have Not	That Have Not
Name		Options (#)	Options (#)	Price	Expiration		Not Vested	Vested	Vested	Vested
	Grant Date	Exercisable	Unexercisable	($)	Date		(#)	($)	(#)(2)	($)
Gregory L.	07/24/2015	—	—	—	—		25,600	812,800	—	—
Christopher(3)	07/28/2016	—	—	—	—		42,000	1,333,500	10,000	317,500
	07/27/2017	—	—	—	—		60,000	1,905,000	8,000	254,000
	07/26/2018	—	—	—	—		70,000	2,222,500	50,000	1,587,500
	07/25/2019	—	—	—	—		70,000	2,222,500	66,000	2,095,500
Jeffrey A.	07/23/2010	8,800	—	10.01	07/23/2020		—	—	—	—
Martin	07/25/2014(4)	—	—	—	—		7,000	222,250	—	—
	07/24/2015(6)	—	—	—	—		10,600	336,550	—	—
	07/28/2016(7)	—	—	—	—		7,000	222,250	8,000	254,000
	07/27/2017(8)	—	—	—	—		10,000	317,500	7,000	222,250
	07/26/2018(9)	—	—	—	—		12,000	381,000	6,000	190,500
	08/08/2019(10)	—	—	—	—		12,000	381,000	6,000	190,500
Nicholas W.	07/23/2010	24,445	—	10.01	07/23/2020		—	—	—	—
Moss	07/24/2015(6)	—	—	—	—		10,000	317,500	—	—
	07/28/2016(7)	—	—	—	—		16,100	511,175	4,000	127,000
	07/27/2017(8)	—	—	—	—		21,000	666,750	4,000	127,000
	07/26/2018(9)	—	—	—	—		18,000	571,500	4,000	127,000
	08/08/2019(10)	—	—	—	—		10,000	317,500	10,000	317,500
Steffen	07/25/2014(4)	—	—	—	—		9,000	285,750	—	—
Sigloch	07/24/2015(6)	—	—	—	—		15,400	488,950	—	—
	07/28/2016(7)	—	—	—	—		10,500	333,375	12,000	381,000
	07/27/2017(8)	—	—	—	—		15,000	476,250	10,000	317,500
	07/26/2018(9)	—	—	—	—		15,000	476,250	10,000	317,500
	08/08/2019(10)	—	—	—	—		13,000	412,750	10,000	317,500
Gary	07/25/2014	6,111	—	23.56	07/25/2014		—	—	—	—
Westermeyer	07/24/2015	3,667	2,444	26.52	07/24/2025		—	—	—	—
	11/22/2016(7)	—	—	—	—		3,400	107,950	—	—
	07/27/2017(8)	—	—	—	—		3,000	95,250	3,000	95,250
	07/26/2018(9)	—	—	—	—		4,000	127,000	3,000	95,250
	08/08/2019(10)	—	—	—	—		5,000	158,750	5,000	158,750

				Option Awards(1)								Stock Awards
Name		Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Gregory L.		07/28/2016		—		—		—		—		24,000		837,840		10,000		349,100
Christopher(4)		07/27/2017		—		—		—		—		42,000		1,466,220		8,000		279,280
		07/26/2018		—		—		—		—		70,000		2,443,700		50,000		1,745,500
		07/25/2019		—		—		—		—		70,000		2,443,700		66,000		2,304,060
		08/07/2020		—		—		—		—		45,000		1,570,950		30,000		1,047,300
Jeffrey A.		07/24/2015(5)		—		—		—		—		7,000		244,370		—		—
Martin		07/28/2016(6)		—		—		—		—		4,000		139,640		8,000		279,280
		07/27/2017(7)		—		—		—		—		7,000		244,370		7,000		244,370
		07/26/2018(8)		—		—		—		—		12,000		418,920		6,000		209,460
		08/08/2019(10)		—		—		—		—		12,000		418,920		6,000		209,460
		08/07/2020(12)		—		—		—		—		15,000		523,650		8,000		279,280
Steffen		07/24/2015(5)		—		—		—		—		9,000		314,190		—		—
Sigloch		07/28/2016(6)		—		—		—		—		6,000		209,460		12,000		418,920
		07/27/2017(7)		—		—		—		—		10,500		366,555		10,000		349,100
		07/26/2018(8)		—		—		—		—		15,000		523,650		10,000		349,100
		08/08/2019(10)		—		—		—		—		13,000		453,830		10,000		349,100
		08/07/2020(13)		—		—		—		—		12,000		418,920		10,000		349,100
Christopher		09/14/2015		14,666		—		24.58		09/14/2025		—		—		—		—
J. Miritello		07/28/2016(6)		—		—		—		—		800		27,928		2,000		69,820
		07/27/2017(7)		—		—		—		—		1,400		48,874		2,000		69,820
		07/26/2018(9)		—		—		—		—		4,500		157,095		—		—
		08/08/2019(11)		—		—		—		—		2,500		87,275		2,500		87,275
		08/07/2020(13)		—		—		—		—		4,000		139,640		2,000		69,820
Gary		07/25/2014		6,111		—		23.56		07/25/2024		—		—		—		—
Westermeyer		07/24/2015		6,111		—		26.52		07/24/2025		—		—		—		—
		11/22/2016(6)		—		—		—		—		2,800		97,748		—		—
		07/27/2017(7)		—		—		—		—		2,100		73,311		3,000		104,730
		07/26/2018(8)		—		—		—		—		4,000		139,640		3,000		104,730
		08/08/2019(11)		—		—		—		—		5,000		174,550		5,000		174,550
		08/07/2020(13)										5,000		174,550		10,000		349,100

(1)

The options granted to Messrs. MartinMr. Miritello in 2015, and Moss in 2010 are fully vested. The optionsthose granted to Mr. Westermeyer in 2014 and 2015 are fully vested, and of those granted to him in 2015, 2,444 are scheduled to vest on July 24, 2020.vested. All outstanding vested options are exercisable until they expire on the tenth anniversary of the grant date, subject to earlier cancellation. All outstanding options were adjusted in March 2017 due to payment of the Special Dividend. The amount of outstanding options and the exercise prices shown in the above table are post-adjustment.

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     3839

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(2)

SharesThe vesting of shares of performance-based restricted stock aregranted to all NEOs during 2016 through 2019 is conditioned upon the Company’s achievement of a 3.5% compounded annual growth rate in total stockholder return or diluted earnings per share over a defined reference period, and subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability or a qualifying retirement (subject, in the case of a qualifying retirement, to achievement of the performance criteria, measured through the last day of the fiscal year preceding the year in which such qualifying retirement occurs). For the performance-based restricted stock granted to these executives on July 28, 2016, the vesting date is February 28, 2022, and the reference period is December 26, 2015 to the last day of the 2021 fiscal year. For the performance-based restricted sock granted to these executives on July 27, 2017, the vesting date is February 28, 2023, and the reference period is December 31, 2016 to the last day of the 2022 fiscal year. For the performance-based restricted stock granted to these executives on July 26, 2018, the vesting date is February 28, 2023, and the reference period is December 30, 2017 to the last day of the 2022 fiscal year. For the performance-based restricted stock granted to these executives on August 8, 2019 (or in the case of Mr. Christopher, July 25, 2019), the vesting date is February 28, 2024, and the reference period is December 30, 2018 to the last day of the 2023 fiscal year.

(3)	The vesting of shares of performance-based restricted stock granted to Messrs. Christopher, Martin, Sigloch and Miritello in 2020 is conditioned upon the Company’s actual performance as compared with certain adjusted EBITDA and average ROIC targets, each weighted on a 50%-50% basis, over a three-year reference period (December 29, 2019 to December 31, 2022). Subject to this performance condition, these shares will vest on July 20, 2023. The vesting of shares of performance-based restricted stock granted to Mr. Westermeyer in 2020 is conditioned upon the operating income performance of various businesses overseen by Mr. Westermeyer as compared to an operating income target during the fiscal year ending December 28, 2024. Subject to this performance condition, these shares will vest on February 28, 2025. For more information on the performance-based criteria, please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.”
(4)	Shares of time-based restricted stock granted to Mr. Christopher will vest either (i) 20% per year on each of the first five anniversaries of the date of grant, or (ii) 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30 2015, July 30, 2016, July 30, 2017, July 30, 2018, or July 30, 2019, asof the case may be)year of grant), and 40% on the fifth anniversary of the vesting commencement date, in each case, subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability, by us without cause or by Mr. Christopher for good reason.

	(4)
(5)	Shares of time-based restricted stock will vest either (i) 20% per year30% on each of the first five anniversaries of the date of grant, or (ii) 100%July 30, 2018, and July 30, 2019, and 40% on December 31,July 30, 2020, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

	(5)
(6)	Shares of time-based restricted stock will vest 20% per year30% on each of the first five anniversaries of the date of grant,July 30, 2019, and July 30, 2020, and 40% on July 30, 2023, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

(6)

(7)

Shares of time-based restricted stock will vest either (i) 30% on each of the thirdJuly 30, 2020, and fourth anniversaries of the vesting commencement date (JulyJuly 30, 2015),2021, and 40% on the fifth anniversary of the vesting commencement date, or (ii) 100% on December 31, 2021,July 30, 2022, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

	(7)
(8)	Shares of time-based restricted stock will vest 30% on each of the thirdJuly 30, 2021, and fourth anniversaries of the vesting commencement date (JulyJuly 30, 2016),2022, and 40% on the fifth anniversary of the vesting commencement date,July 30, 2023, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

	(8)
(9)	Shares of time-based restricted stock will vest 30%100% on each of the third and fourth anniversaries of the vesting commencement date (JulyJuly 30, 2017), and 40% on the fifth anniversary of the vesting commencement date,2023, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

(9)

Shares of restricted stock will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2018), and 40% on the fifth anniversary of the vesting commence date, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

	(10)	Shares of time-based restricted stock will vest 30% on each of July 30, 2022, and July 30, 2023, and 40% on July 30, 2024, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.
(11)	Shares of time-based restricted stock will vest 100% on July 30, 2024, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.
(12)	Shares of time-based restricted stock will vest 30% on each of July 30, 2023, and July 30, 2024, and 40% on July 30, 2025, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.
(13)	Shares of time-based restricted stock will vest 100% on July 30, 2025, subject to earlier vesting in connection with a termination of employment due to death or disability. Shares of time-based restricted stock granted to Messrs. Sigloch and Miritello are also subject to earlier vesting in connection with a change in control.

—2019

—	2020 STOCK VESTED AND OPTIONS EXERCISED

The following table sets forth the value realized by each of our named executive officers as a result of the vesting of restricted stock and exercise of stock options during the fiscal year ended December 28, 2019.26, 2020.

	Option Awards			Stock Awards
	Number of Shares	Value Realized on		Number of Shares	Value Realized
Name	Acquired on Exercise	Exercise		Acquired on Vesting	on Vesting
	(#)	($)(1)		(#)	($)(2)
Gregory L. Christopher	—	—		50,000	1,518,500
Jeffrey A. Martin	5,899	164,593		16,320	429,251
Nicholas W. Moss	—	—		30,434	843,070
Steffen Sigloch	—	—		22,696	614,235
Gary Westermeyer	—	—		600	18,222

		Option Awards				Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Gregory L. Christopher		—		—		61,600		1,739,584
Jeffrey A. Martin		5,533		149,116		16,600		520,444
Steffen Sigloch		—		—		24,400		755,476
Christopher J. Miritello		—		—		5,200		149,688
Gary Westermeyer		—		—		1,500		42,360

(1)

The amounts shown in the Value Realized on Exercise Column equals the number of options exercised multiplied by the market value of the Company’s stock on the exercise date less the option exercise price.

(2)	The amounts shown in the Value Realized on Vesting Column equal the number of shares vested multiplied by the market value of the Company’s stock on the vesting date.

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     3940

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—	POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE ENDOF 2020

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—POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2019

Pursuant to the employment agreement with our Chief Executive Officer, and the equity award and change in control agreements with our other named executive officers (other than Mr. Westermeyer), upon a change in control or certain terminations of employment, our named executive officers are entitled to payments of compensation and benefits and/or accelerated vesting of equity awards, in each case as described below. The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of (i) a change in control, (ii) an involuntary termination without cause or a resignation for good reason (specifically, for Messrs. Martin, Moss,Sigloch and Sigloch,Miritello, the occurrence of such a termination upon or within two years following a change in control), and (iii) a termination by reason of death or disability. The named executive officers are not entitled to any payments in connection with a termination for cause.

The amounts shown assume the applicable triggering event occurred on December 28, 2019,26, 2020, and are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event.

Name		Triggering Event		Salary & Bonus ($)			Benefits ($)			Accelerated Vesting of Equity Awards ($)			Total ($)
Gregory L.		Termination Without Cause or for Good Reason		11,562,500	(1)		296,257	(3)		9,417,627	(4)		21,276,384
Christopher		Termination Due to Death or Disability		3,125,000	(2)		296,257	(3)		15,142,867	(4)		18,564,124
		Change in Control		—			—			15,142,867	(4)		15,142,867
		Termination Without Good Reason		—			296,257	(3)		—			296,257
Jeffrey A. Martin		Termination Without Cause or for Good Reason		1,915,411	(5)		36,544	(5)		3,477,712	(4)		5,429,667
		following a Change in Control
		Termination Due to Death or Disability		—			—			3,477,712	(4)		3,477,712
		Change in Control		—			—			3,477,712	(4)		3,477,712
Steffen Sigloch		Termination Without Cause or for Good Reason following a Change in Control		1,548,505	(5)		36,544	(5)		4,475,550	(4)		6,060,599
		Termination Due to Death or Disability		—			—			4,475,550	(4)		4,475,550
		Change in Control		—			—			4,475,550	(4)		4,475,550
Christopher J.		Termination Without Cause or for Good Reason		1,310,657	(5)		15,945	(5)		801,364	(4)		2,127,966
Miritello		following a Change in Control
		Termination Due to Death or Disability								801,364	(4)		801,364
		Change in Control								801,364	(4)		801,364
Gary Westermeyer(6)		Termination Without Cause or for Good Reason following a Change in Control		—			—			1,537,429	(4)		1,537,429
		Termination Due to Death or Disability		—			—			1,537,429	(4)		1,537,429
		Change in Control		—			—			1,537,429	(4)		1,537,429

Name	Triggering Event	Salary & Bonus ($)	Benefits ($)	Accelerated Vesting of Equity Awards ($)	Total ($)
Gregory L.	Termination Without Cause or for Good Reason	10,468,750(1)	317,424(3)	9,419,293(4)	20,205,467
Christopher	Termination Due to Death or Disability	2,031,250(2)	317,424(3)	13,673,793(4)	16,022,467
	Change in Control	—	—	13,673,793(4)	13,673,793
	Termination Without Good Reason	—	317,424(3)	—	317,424
Jeffrey A. Martin	Termination Without Cause or for Good Reason following a Change in Control	1,526,211(5)	36,886(5)	3,079,518(4)	4,642,616
	Termination Due to Death or Disability	—	—	3,079,518(4)	3,079,518
	Change in Control	—	—	3,079,518(4)	3,079,518
Nicholas W. Moss	Termination Without Cause or for Good Reason following a Change in Control	1,426,679(5)	50,313(5)	3,424,179(4)	4,901,171
	Termination Due to Death or Disability	—	—	3,424,179(4)	3,424,179
	Change in Control	—	—	3,424,179(4)	3,424,179
Steffen Sigloch	Termination Without Cause or for Good Reason following a Change in Control	1,282,431(5)	36,886(5)	4,326,319(4)	5,645,636
	Termination Due to Death or Disability	—	—	4,326,319(4)	4,326,319
	Change in Control	—	—	4,326,319(4)	4,326,319
Gary Westermeyer	Termination Without Cause or for Good Reason following a Change in Control	—	—	965,285(4)	965,285
	Termination Due to Death or Disability	—	—	965,285(4)	965,285
	Change in Control	—	—	965,285(4)	965,285

(1)

Includes the value of continuation of base salary and annual incentive compensation (determined based upon Mr. Christopher’s 20192020 target bonus) for three years post-termination. Also includes the value of a pro-rata bonus for the year of termination, determined based on actual performance, which is payable upon a termination for any reason (other than by the Company for cause). The pro-rata bonus amount listed represents Mr. Christopher’s 20192020 bonus paid pursuant to our 20192020 annual incentive program. If Mr. Christopher is terminated without cause or resigns for good reason during the 24 month24-month period following a change in control, the amounts will be paid in a lump sum within 60 days following termination.

(2)	Includes the value of a pro-rata bonus for the year of termination. The pro-rata bonus amount listed represents Mr. Christopher’s 20192020 bonus paid pursuant to our 20192020 annual incentive program.

(3)	Includes the value of continued participation in the Company’s benefit plans following termination of employment until Mr. Christopher’s spouse’s 70th birthday, which Mr. Christopher is entitled to following a termination for any reason (other than by the Company for cause).

(4)

Includes the value of accelerated vesting of unvested shares of restricted stock as of December 28, 2019,26, 2020, based on a per share value of $31.75.$34.91. Unvested shares of restricted stock granted to NEOs will vest automatically in connection with a termination due to death or disability or a change in control. Mr. Christopher is also entitled to accelerated vesting of certain of his awards upon an involuntary termination without cause or a resignation for good reason. Payments to which named executive officers are entitled upon the accelerated vesting of restricted stock included payments associated with declared dividends and interest.

(5)	Includes the value of: (i) two times the executive’s base salary as in effect on December 28, 2019;26, 2020; (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 28, 2019;26, 2020; and (iii) the value of continued participation in Company’s group health plan for a period of two years. All amounts are payable on an involuntary termination without cause or upon a resignation by the executive for good reason that occurs upon or within two years following a change in control. Messrs. Martin, Moss,Sigloch and SiglochMiritello are not entitled to any amounts in connection with such an involuntary termination that occurs outside of this two-year, post-change in control window.
(6)	Mr. Westermeyer is not party to a change in control agreement or an employment agreement.

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     4041

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PRINCIPAL STOCKHOLDERS

As of March 20, 2020,19, 2021, the following parties were known by the Company to be the “beneficial owner” of more than five percent of the Common Stock:

Name and Address of Beneficial Owner		Shares Beneficially Owned			Percent of Class
BlackRock, Inc. 55 East 52nd  Street New York, NY 10055		8,682,635	(1)		15.2%	(2)
GAMCO Investors, Inc. One Corporate Center Rye, NY 10580		5,777,728	(3)		10.1%	(2)
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355		5,747,985	(4)		10.0%	(2)
Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163		4,099,287	(5)		7.2%	(2)

Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Class
Blackrock, Inc.
55 East 52nd  Street
New York, NY 10055	8,493,358(1)	14.9%(2)
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580	6,388,750(3)	11.2%(2)
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355	5,799,081(4)	10.2%(2)
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94163	3,240,066(5)	5.7%(2)
Wellington Management Group LLP
280 Congress Street
Boston, MA 02210	3,121,354(6)	5.5%(2)

(1)

This information is based on a Schedule 13G/A filed by BlackRock, Inc. with the Securities and Exchange Commission (“SEC”) on February 4, 2020.January 26, 2021. BlackRock filed this Schedule 13G/A on its own behalf and on behalf of certain of its subsidiaries. The Schedule 13G/A reported that BlackRock has sole voting and dispositive power with respect to 8,366,4468,580,344 and 8,493,358,8,682,635, respectively, of the shares shown. The Schedule 13G/A also reported that BlackRock Fund Advisors owned 5% or greater of the security class being reported on the Schedule 13G/A.

(2)	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 28, 2019.26, 2020. The difference in the total number of shares outstanding on December 28, 201926, 2020 and March 20, 202019, 2021 does not materially affect the percentage of ownership of the class.

(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.August 25, 2020. The Schedule 13D/A reported that GAMCO Asset Management, Inc. (“GAMCO”) beneficially owns 4,144,6503,440,528 of the shares reported; Gabelli Funds, LLC (“Gabelli Funds”) beneficially owns 2,142,1002,203,500 of the shares reported; Gabelli & Company Investment Advisers, Inc. beneficially owns 3,000 of the shares reported; GGCP, Inc. beneficially owns 15,00022,000 of shares reported; Mario J. Gabelli (“Gabelli”) beneficially owns 73,500500 of the shares reported; Gabelli Foundation, Inc. beneficially owns 8,0007,000 of the shares reported; MJG Associates, Inc. beneficially owns 1,00097,200 of the shares reported; and Associated Capital Group, Inc. 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 246,176256,800 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, 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 12, 2020.March 10, 2021. According to the Schedule 13G/A, VGI has sole voting and dispositive power with respect to 87,365 and 5,704,741, respectively,5,645,950 of the shares shown. VGI also has shared voting power with respect to 13,21356,923 of the shares shown, and shared dispositive power with respect to 94,340102,035 of the shares shown. In addition, the Schedule 13G/A reported that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of VGI, is the beneficial owner of 81,127 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., a wholly-owned subsidiary of VGI, is the beneficial owner of 19,451 of the shares shown as a result of its serving as investment manager of Australian investment offerings.

(5)

This information is based on a Schedule 13G filing by Wells Fargo & Company on February 4, 2020.12, 2021. Wells Fargo filed this Schedule 13G on its own behalf and on behalf of certain of its subsidiaries. The Schedule 13G reported that Wells Fargo has sole voting and dispositive power with respect to 73,653137,841 of the shares shown. The Schedule 13G also reported that Wells Fargo has shared voting and shared dispositive power with respect to 440,167722,965 and 3,166,413,3,961,446, respectively, of the shares shown. Further, the Schedule 13G reported that Wells Capital Management Incorporated owned 5% or greater of the security class being reported on the Schedule 13G.

(6)

This information is based on a Schedule 13G/A filing by Wellington Management Group, LLP, in its capacity as an investment advisor on January 28, 2020. According to the Schedule 13G/A, Wellington has shared voting and dispositive power with respect to 2,799,996 and 3,121,354, respectively, of the shares shown. In addition, the Schedule 13G/A reported that the securities as to which the Schedule 13G/A relates are owned of record by clients of one or more Wellington-affiliated investment advisers directly, or indirectly owned by Wellington. The Schedule 13G/A discloses that (i) those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities and (ii) no client is known to have such right or power with respect to more than five percent of this class of securities.

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     4142

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BENEFICIAL OWNERSHIP OF

BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS

The following table sets forth, as of the close of business on March 20, 2020,19, 2021, information about the 1,634,1071,674,471 shares of Common Stock (calculated based on 56,754,99057,120,304 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 2019”2020” 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.

	Common Stock
	Beneficially Owned
Principal Occupation, Employment, etc.	as of March 20, 2020	Percent of Class
Chairman and Chief Executive Officer
Gregory L. Christopher(1)	686,458	1.2%
Independent Directors
Elizabeth Donovan(2)	9,000	*
Paul J. Flaherty(3)	56,406	*
Gennaro J. Fulvio(4)	58,754	*
Gary S. Gladstein(5)	154,296	*
Scott J. Goldman(6)	49,744	*
John B. Hansen(7)	80,885	*
Terry Hermanson(8)	43,126	*
Charles P. Herzog, Jr.(9)	23,024	*
Section 16 Officers
Devin Malone	25,617	*
President - Streamline since January 1, 2019; age 38(10)
Jeffrey A. Martin	154,956	*
Chief Financial Officer and Treasurer since February 14, 2013; age 53(11)
Mark Millerchip	—	—
Executive Director – European Operations since May 28, 2010; age 53(12)
Christopher J. Miritello	30,201	*
Vice President, General Counsel and Secretary since January 1, 2017; age 37(13)
Christopher A. Mitchell	18,000	*
President – Brass & Aluminum since January 1, 2020; age 46(14)
Steffen Sigloch	170,470	*
Chief Manufacturing Officer since May 4, 2017; age 51(15)
Anthony J. Steinriede	24,781	*
Vice President – Corporate Controller since April 23, 2015; age 43(16)
Gary Westermeyer	48,389	*
President – Refrigeration of the Company since May 4, 2017; age 55(17)
SECTION 16 OFFICERS AND DIRECTORS AS A GROUP	1,634,107	2.9%**

Principal Occupation, Employment, etc.		Common Stock Beneficially Owned as of March 19, 2021		Percent of Class
Chairman and Chief Executive Officer
Gregory L. Christopher(1)		689,965		1.2%
Independent Directors
Elizabeth Donovan(2)		14,000		*
Gennaro J. Fulvio(3)		64,754		*
Gary S. Gladstein(4)		160,296		*
Scott J. Goldman(5)		55,544		*
John B. Hansen(6)		84,885		*
Terry Hermanson(7)		49,126		*
Charles P. Herzog, Jr.(8)		31,048		*
Section 16 Officers
Devin Malone		37,083		*
President - Streamline since January 1, 2019; age 39(9)
Jeffrey A. Martin		166,246		*
Chief Financial Officer and Treasurer since February 14, 2013; age 54(10)
Mark Millerchip		—		—
Executive Director – European Operations since May 28, 2010; age 54(11)
Christopher J. Miritello		41,340		*
Vice President, General Counsel and Secretary since January 1, 2017; age 38(12)
Christopher A. Mitchell		27,000		*
President – Brass & Aluminum since January 1, 2020; age 47(13)
Steffen Sigloch		159,846		*
Chief Manufacturing Officer since May 4, 2017; age 52(14)
Anthony J. Steinriede		27,725		*
Vice President – Corporate Controller since April 23, 2015; age 44(15)
Gary Westermeyer		65,613		*
President – Refrigeration of the Company since May 4, 2017; age 56(16)
SECTION 16 OFFICERS AND DIRECTORS AS A GROUP		1,674,471		2.9%**

*

Less than 1%

**	Includes 244,686226,830 shares of Common Stock which are subject to currently exercisable stock options and 715,700767,400 shares of non-vested restricted stock held by executive officers and directors of the Company.

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     4243

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(1)

The number of shares of Common Stock beneficially owned by Mr. Christopher includes (i) 401,600415,000 shares of non-vested restricted stock, (ii) 123,500 shares owned by a trust in which his wife is beneficiary, (iii) 83,500 shares owned by a trust in which he is beneficiary and (iv) 6,800 shares of Common Stock which are owned by Mr. Christopher’s children.

(2)	The number of shares of Common Stock beneficially owned by Ms. Donovan includes (i) 6,00010,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 1,0002,000 shares of Common stock which are owned by Ms. Donovan’s spouse and (iii) 2,000 shares of non-vested restricted stock.

(3)	The number of shares of Common Stock beneficially owned by Mr. FlahertyFulvio includes (i) 41,33335,555 shares of Common Stock which are subject to currently exercisable stock options, (ii) 27,199 shares of Common Stock which are owned by Mr. Fulvio’s spouse and (iii) 2,000 shares of non-vested restricted stock.
	On June 27, 2017, pursuant to an Offer of Settlement, and without admitting or denying the findings contained therein, the PCAOB issued an Order Instituting Disciplinary Proceedings, Making Findings and Imposing Sanctions against Fulvio & Associates LLP (the “Firm”), Mr. Fulvio and certain other named affiliates of the Firm (collectively, “Respondents”) for Respondents’ having allegedly “violated PCAOB rules and standards in connection with their audit and examination engagement for a broker-dealer client, for the fiscal year ending June 30, 2014.” See PCAOB Release No. 105-2017-029 dated June 27, 2017. The Firm is currently registered with the PCAOB, and Mr. Fulvio may participate in audits pursuant to PCAOB standards.
(4)	The number of shares of Common Stock beneficially owned by Mr. Gladstein includes (i) 45,333 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.

(4)

The number of shares of Common Stock beneficially owned by Mr. Fulvio includes (i) 31,555 shares of Common Stock which are subject to currently exercisable stock options, (ii) 25,199 shares of Common Stock which are owned by Mr. Fulvio’s spouse and (iii) 2,000 shares of non-vested restricted stock.

On June 27, 2017, pursuant to an Offer of Settlement, and without admitting or denying the findings contained therein, the PCAOB issued an Order Instituting Disciplinary Proceedings, Making Findings and Imposing Sanctions against Fulvio & Associates LLP (the “Firm”), Mr. Fulvio and certain other named affiliates of the Firm (collectively, “Respondents”) for Respondents’ having allegedly “violated PCAOB rules and standards in connection with their audit and examination engagement for a broker-dealer client, for the fiscal year ending June 30, 2014.” See PCAOB Release No. 105-2017-029 dated June 27, 2017. The Firm is currently registered with the PCAOB, and Mr. Fulvio may participate in audits pursuant to PCAOB standards.

(5)

The number of shares of Common Stock beneficially owned by Mr. GladsteinGoldman includes (i) 41,33340,444 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.

(6)

The number of shares of Common Stock beneficially owned by Mr. Goldman includes (i) 36,444 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.

(7)(6)

The number of shares of Common Stock beneficially owned by Mr. Hansen includes (i) 21,77825,778 shares of Common Stock which are subject to currently exercisable stock options, (ii) 15,00013,000 shares of Common Stock owned by a trust where his wife and children serve as beneficiaries and (iii) 2,000 shares of non-vested restricted stock.

	(8)
(7)	The number of shares of Common Stock beneficially owned by Mr. Hermanson includes (i) 12,00016,000 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.

(9)

(8)

The number of shares of Common Stock beneficially owned by Mr. Herzog includes (i) 10,00014,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 5,0009,000 shares of Common Stock owned by a trust of which Mr. Herzog’s children are beneficiaries; (iii) 2,000 shares of Common Stock owned by a trust of which Mr. Herzog’s spouse is the beneficiary, and (iv)(iii) 2,000 shares of non-vested restricted stock.

(10)

(9)

Mr. Malone served (i) as Director of Marketing – Copper Tube and Line Sets from January 1, 2013 until February 3, 2015, (ii) as General Manager of Howell Metal Company from February 3, 2015 until July 4, 2017, and (iii) as Vice President-General Manager of Streamline from July 4, 2017 until January 1, 2019. The number of shares of Common Stock beneficially owned by Mr. Malone includes (i) 5,8665,499 shares of Common Stock which are subject to currently exercisable stock options, and (ii) 19,30029,300 shares of non-vested restricted stock.

(11)

(10)

Mr. Martin served (i) as Interim Chief Financial Officer of the Company from October 26, 2012 until February 14, 2013, (ii) as Vice President - Corporate Development of the Company from January 11, 2011 until October 26, 2012, (iii) as Vice President-Finance & Corporate Development from August 1, 2008 until January 11, 2011, and (iv) as Vice President-Operations, Standard Products Division prior to August 1, 2008. The number of shares of Common Stock beneficially owned by Mr. Martin includes (i) 8,800 shares which are subject to currently exercisable stock options, (ii) 60,55674,246 shares of Common Stock owned jointly between Mr. Martin and his wife and (iii) 85,600(ii) 92,000 shares of non-vested restricted stock.

	(12)
(11)	Mr. Millerchip served as Managing Director – Mueller Primaflow Limited prior to May 28, 2010.

(13)

(12)

Mr. Miritello served as Deputy General Counsel of the Company from September 15, 2015 to December 31, 2016. Prior to joining the Company, he was associated with the New York office of Willkie Farr & Gallagher LLP. The number of shares of Common Stock owned by Mr. Miritello includes (i) 8,80014,666 shares of Common Stock which are subject to currently exercisable stock options and (ii) 20,90021,700 shares of non-vested restricted stock.

	(14)
(13)	Mr. Mitchell served (i) as Vice President-General Manager of Great Lakes Copper, Inc. (n/k/a Great Lakes Copper Ltd.) from July 1, 2013 until January 1, 2019 and (ii) as President – Canadian Operations from January 1, 2019 until October 22, 2019. The number of shares of Common Stock beneficially owned by Mr. Mitchell includes 18,00027,000 shares of non-vested restricted stock.

(15)

(14)

Mr. Sigloch served as (i) President – Piping Systems North America of the Company from May 5, 2016 until May 4, 2017; (ii) President – Extruded Products of the Company from January 1, 2013 until May 5, 2016, (iii) Corporate Vice President – Engineering and Manufacturing of the Company from January 1, 2012 until January 1, 2013, and (iv) Vice President – Engineering and Manufacturing of Mueller Europe, Ltd, from July 1, 2011 until January 1, 2012. Prior to joining the Company on July 1, 2011, Mr. Sigloch served as Chief Executive Officer of Wieland Copper Products, LLC. The number of shares of Common Stock beneficially owned by Mr. Sigloch includes 119,900117,500 shares of non-vested restricted stock.

(16)

(15)

Mr. Steinriede served as (i) Director of Finance at the Company from April 1, 2014 until April 23, 2015, (ii) Assistant Corporate Controller from September 1, 2010 until April 1, 2014, and (iii) Corporate Accounting Manager prior to September 1, 2010. The number of shares of Common Stock beneficially owned by Mr. Steinriede includes (i) 7,3339,777 shares of Common Stock which are subject to currently exercisable stock options and (ii) 8,00011,000 shares of non-vested restricted stock.

(17)

(16)

Mr. Westermeyer previously served as General Manager of Westermeyer Industries, Inc. (WII), a company he established in 2001, and which was acquired by the Company on August 16, 2012. In 2017, he also assumed duties as General Manager of Turbotec Products, Inc., another wholly-owned subsidiary acquired by the Company in 2015. The number of shares of Common Stock beneficially owned by Mr. Westermeyer includes (i) 9,778 shares of Common Stock which are subject to currently exercisable stock options, (ii) 4,3195,785 shares of Common Stock which are beneficially owned by Mr. Westermeyer’s spouse, (800 of which are non-vested restricted stock), and (iii) 26,40039,900 shares of non-vested restricted stock.

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     4344

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—	DELINQUENT SECTION 16(a) REPORTS

Based solely upon its review of Forms 3 and 4 received by it, and written representations from certain reporting persons about whether any Form 5 filings were required, the Company believes that during 2019,2020, all filing requirements applicable to its officers, directors and ten percent stockholders were complied with, except as follows:

●

On July 25, 2019, Mr. Hansen completed a transaction in Common Stock requiring a Form 4 report, but a Form 4 report was not timely filed (a Form 4 reporting the transaction was filed on July 30, 2019).

●

On March 17, 2020, Mr. Westermeyer filed a late Form 4 to report nine quarterly dividend reinvestment transactions that occurred between December 2017 and December 2019, which he discovered had occurred without his knowledge.

On May 18, 2020, Mr. Goldman made a gift of 100 shares of Common Stock requiring a Form 5 report, but a Form 5 was not timely filed (a Form 5 reporting the transaction was filed on February 24, 2021).

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     4445

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INFORMATION ABOUT VOTING AND

INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

We are providing you with these proxy materials in connection with the solicitation by the Board of Directors of Mueller Industries, Inc. (the “Company”) of proxies for our 20202021 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held at 10:00 A.M., Central time on Thursday, May 7, 2020,6, 2021, at our corporate headquarters located at 150 Schilling Boulevard, Collierville, Tennessee 38017, in the second floor conference room.

 

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our Annual Meeting website at www.muellerindustries.com for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

 

This Proxy Statement, together with the Company’s Annual Report for the fiscal year ended December 28, 2019,26, 2020, is first being mailed to stockholders on or about April 2, 2020.1, 2021. 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.

 

Record Date:March 20, 202019, 2021

 

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. 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 who are present either in person or represented by proxy will constitute a quorum for the Annual Meeting.

 

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.

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VOTING SECURITIES

At the close of business on the Record Date, there were 56,754,99057,120,304 shares of Common Stock outstanding, which are the only shares entitled to be voted at the Annual Meeting. Each share of Common Stock is entitled to one vote. Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. The Company’s Restated Certificate of Incorporation and Amended and Restated By-laws (“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”), which have been called for full redemption on April 15, 2021) for each share of Common Stock outstanding as of the close of business on February 28, 2017. In connection 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.

 

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     4546

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—	STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 20212022 ANNUAL MEETING

It is anticipated that the next Annual Meeting after the one scheduled for May 7, 20206, 2021 will be held on or about May 6, 2021.5, 2022. The Company’s Bylaws require that, for nominations of directors or other business to be properly brought before an Annual Meeting, written notice of such nomination or proposal for other business must be furnished to the Company. Such notice must contain certain information concerning the nominating or proposing stockholder and information concerning the nominee and must be furnished by the stockholder (who must be entitled to vote at the meeting) to the Secretary of the Company, in the case of the Annual Meeting to be held in 2021,2022, no earlier than December 8, 20206, 2021 and no later than January 7, 2021.5, 2022. A copy of the applicable provisions of the Bylaws may be obtained by any stockholder, without charge, upon written request to the Secretary of the Company at the address set forth below.

 

In addition to the foregoing, and in accordance with the rules of the SEC, in order for a stockholder proposal, relating to a proper subject, to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the Annual Meeting to be held in 2021,2022, such proposal must be received by the Secretary of the Company by December 3, 20202, 2021 in the form required under and subject to the other requirements of the applicable rules of the SEC. If the date of the Annual Meeting to be held in 20212022 is changed to a date more than 30 days earlier or later than May 6, 2021,5, 2022, the Company will inform the stockholders in a timely fashion of such change and the date by which proposals of stockholders must be received for inclusion in the proxy materials. Any such proposal should be submitted by certified mail, return receipt requested, or other means, including electronic means, that allow the stockholder to prove the date of delivery.

 

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     4647

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ADDITIONAL INFORMATION

ADDITIONAL INFORMATION

 

If any matter not described herein should properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by them as they deem appropriate. At the date of this Proxy Statement, the Company knew of no other matters which might be presented for stockholder action at the Annual Meeting.

 

Consolidated financial statements for the Company are included in the Annual Report to Stockholders for the year ended December 28, 201926, 2020 that accompanies this Proxy Statement. These financial statements are also on file with the SEC, 100 F Street, N.E., Washington, D.C. 20549 and with the NYSE. The Company’s SEC filings are also available at the Company’s website at www.muellerindustries.comwww. muellerindustries.com or the SEC’s website at www.sec.gov.

 

A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K AS FILED FOR THE YEAR ENDED DECEMBER 28, 201926, 2020 (EXCLUDING EXHIBITS) OR, AS NOTED HEREIN, ANY OF THE COMPANY’S BOARD COMMITTEE CHARTERS, CORPORATE GOVERNANCE GUIDELINES, OR CODE OF ETHICS WILL BE FURNISHED, WITHOUT CHARGE, BY WRITING TO CHRISTOPHER J. MIRITELLO, CORPORATE SECRETARY, MUELLER INDUSTRIES, INC., AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS (150 SCHILLING BOULEVARD, SUITE 100, COLLIERVILLE, TENNESSEE 38017). UPON RECEIPT BY WRITING TO THE FOREGOING ADDRESS, THE COMPANY WILL ALSO FURNISH ANY OTHER EXHIBIT OF THE ANNUAL REPORT ON FORM 10-K UPON ADVANCE PAYMENT OF THE REASONABLE OUT-OF-POCKET EXPENSES OF THE COMPANY RELATED TO THE COMPANY’S FURNISHING OF SUCH EXHIBIT.

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NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20202021 ANNUAL MEETING TO BE HELD ON MAY 7, 20206, 2021

The Proxy Statement and Annual Report are available at: http://www.proxyvote.com

 

You will need the Control Number included on your proxy card. For the date, time, and location of the Annual General Meeting, please refer to “Solicitation of Proxies.” For information on how to attend and vote in person at the Annual General Meeting, an identification of the matters to be voted upon at the Annual General Meeting and the Board’s recommendations regarding those matters, please refer to “Solicitation of Proxies,” “Election of Directors,” “Appointment of Independent Registered Accounting Firm”, and “Approval of the Compensation of the Company’s Named Executive Officers.”

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HOUSEHOLDING OF ANNUAL MEETING MATERIALS

The SEC has enacted a rule that allows multiple investors residing at the same address the convenience of receiving a single copy of annual reports, proxy statements, prospectuses and other disclosure documents if they consent to do so. This is known as “Householding.” Please note, if you do not respond, Householding will start 60 days after the mailing of this notice. We will allow Householding only upon certain conditions. Some of those conditions are:

●•

You agree to or do not object to the Householding of your materials,

	●
•	You have the same last name and exact address as another investor(s).

 

If these conditions are met, and SEC regulations allow, your household will receive a single copy of annual reports, proxy statements, prospectuses and other disclosure documents.

 

You may revoke a prior Householding consent at any time by contacting Broadridge, either by calling toll-free at (800) 542-1061, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717. We will remove you from the Householding program within 30 days of receipt of your response, following which you will receive an individual copy of our disclosure document.

 

By order of the Board of Directors

 

Christopher J. Miritello

Corporate Secretary

 

MUELLER INDUSTRIES  •  ● 20202021 PROXY STATEMENT     4748

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150 Schilling Blvd., Suite 100

Collierville, TN 38017

(901) 753-3200

www.muellerindustries.com

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