~~Independence of Directors~~

The Governance Committee and the Board annually assess the outside affiliations of each director to determine if any of these affiliations could cause a potential conflict of interest or could interfere with the independence of the director. The Guidelines set forth the categorical standards of independence for the Board. To be considered “~~independent~~” for purposes of the director qualification standards, (A) the director must meet bright-line independence standards under the NYSE Listed Company Manual and (B) the Board must affirmatively determine that the director otherwise has no material relationship with the Company, directly or as an officer, stockholder or partner of an organization that has a relationship with the Company.

~~The Board considers the following relationships to be immaterial relationships that would not impair a director's independence if they were conducted in the ordinary course of business:~~

if the director is a director or trustee but not an executive officer, or any member of his or her immediate family is a director, trustee or employee, but not an executive officer, of any other organization (other than the Company's independent registered public accounting firm) that does business with, or receives donations from, the Company;

if the director or any member of his or her immediate family is an executive officer of any other organization that is indebted to the Company, or to which the Company is indebted, and the total amount of indebtedness, in either case, is less than $1 million or 2% of the total consolidated assets of the organization on which the director or any member of his or her immediate family serves as an executive officer, whichever is more; or

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if the director or any member of his or her immediate family serves as an executive officer of a charitable or educational organization that receives discretionary charitable contributions from the Company in a single fiscal year of less than $1 million or 2% of that organization's consolidated gross receipts, whichever is more.

Based on information furnished by all directors regarding their relationships with the Company and its subsidiaries and research conducted by management with respect to outside affiliations, the Board has determined that no director who is not an employee of the Company, or a non-employee director, has a material relationship with the Company other than through his or her role as director, and each non-employee director is independent. Mr.~~Hyland is not independent because he is a member of management and an employee of the Company.~~

Each member of the Audit Committee, the Compensation Committee and the Governance Committee is independent in accordance with the NYSE Listed Company Manual and the director independence standards set forth above. No member of those committees receives any compensation from the Company other than directors' fees and no such member is an affiliated person of the Company (other than by virtue of his or her directorship). Members of the Audit Committee meet the additional standards for audit committee members of publicly traded companies required by the Sarbanes-Oxley Act of 2002. Members of the Compensation Committee qualify as “~~non-employee directors~~” ~~as defined in Rule 16b-3 under the Exchange Act and meet the independence requirements of the NYSE Listed Company Manual and the additional standards applicable to~~ “~~outside directors~~” ~~under Section162(m) of the Internal Revenue Code.~~

Board Composition

Board Size

The Board is currently comprised of ~~11 members. Our Certificate~~nine directors and, following Mr. Leonard’s retirement as discussed above, will be comprised of ~~Incorporation and Bylaws permit~~eight directors. In connection with Mr. Leonard’s retirement, the Board will follow the recommendation of the Governance Committee and reduce the size of the Board from nine to eight members.

Director Independence

The Governance Committee and the Board annually assess the outside affiliations of each director to determine if these affiliations could cause a potential conflict of interest or interfere with the director’s independence. The Guidelines set forth the ~~number~~categorical standards of ~~directors at~~independence for the Board. To be considered “independent” for purposes of the director qualification standards:

The director must meet bright-line independence standards under the NYSE Listed Company Manual (the “NYSE Manual”); and

The Board must affirmatively determine the director otherwise has no ~~less than six members and no~~material relationship with us directly or as an officer, stockholder or partner of an organization that has a relationship with us. See the Guidelines on our website for more ~~than 11 members. Our Board is elected annually, and each~~detail.

Each of our directors, ~~stands for election~~other than our Chairman, is independent pursuant to our director qualification standards and each ~~year. In connection~~member of the Audit Committee, the Compensation Committee and the Governance Committee is independent in accordance with the ~~retirement~~NYSE Manual and our director independence standards.

No member of ~~Mr. Clark at the Annual Meeting, the Board will reduce its size to 10~~those committees receives compensation from us other than directors’ fees and no member is an affiliated person of ours (other than by virtue of his or her directorship).

All members ~~effective as~~ of the ~~date~~Audit Committee meet the additional standards for audit committee members of publicly traded companies required by the Sarbanes-Oxley Act of 2002.

All members of the ~~Annual Meeting.~~Compensation Committee qualify as “non-employee directors” as defined in Rule 16b-3 under the Exchange Act and meet the independence requirements of the NYSE Manual and additional standards applicable to “outside directors” under Section 162(m) of the Code.

Director Nomination Process

In ~~fiscal 2013,~~discharging its responsibility related to director nominations, the ~~Board held seven meetings. Each director attended at least 92% of~~Governance Committee receives input from the ~~total number of meetings~~Chairman of the Board, other directors and, if applicable, an independent professional search firm. It also considers and evaluates candidates recommended by stockholders, as described below. The Governance Committee utilizes the same criteria to evaluate all candidates, regardless who recommends the candidate.

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The Governance Committee decides whether to further evaluate each candidate and may select an independent professional search firm to assist in the discharge of its ~~committees~~duties. The evaluation includes a reference check, interaction, interviews and discussions about the candidate’s qualifications, availability and commitment. The Chair of ~~which he or she was~~the Governance Committee interviews each qualified candidate and selects certain candidates to be interviewed by other members of the Governance Committee. The Governance Committee reviews the results of all interviews and makes a ~~member~~recommendation to the full Board with respect to nominating a candidate for election to the Board. The Board expects all candidates recommended to the full Board to have received the approval of all members of the Governance Committee.

The Governance Committee uses a skills matrix of key experience and competencies to evaluate candidates. The Governance Committee carefully reviews all directors and director candidates in ~~fiscal 2013. Directors are encouraged to attend~~light of these factors based on the ~~annual meeting~~context of ~~stockholders. All~~the current and anticipated composition of the Board, our current and anticipated operating requirements and the long-term interests of our stockholders. In reviewing a candidate, the Governance Committee considers the candidate’s integrity and independence, as defined in the Guidelines and in the NYSE Manual.

Qualifications Required of All Directors



Key Characteristics Required of All Directors

• Personal ethics and integrity	• Collaborative skills	• Commitment
• Independence	• Interpersonal skills	• Business acumen
• Leadership

The Governance Committee does not expect or intend each director to have the same background, skills and experience; instead, it expects directors ~~attended~~to have diverse backgrounds, skills and experiences. Although the ~~2013 annual meeting.~~Board does not have a formal policy regarding diversity, diversity is one among many criteria considered by the Board when evaluating candidates. Diversity criteria may include gender, race, ethnic background, geographic origin or personal, educational and professional experience. The Governance Committee believes the backgrounds and qualifications of the directors, considered as a group, should provide an appropriate mix of experience, knowledge and abilities that will enhance the Board’s oversight role.

Competencies to be Represented on the Board

Listed below are key competencies that are necessary for the Board as a whole. See “Matters to be Voted On — Proposal One” for information concerning each nominee’s relevant experience, qualifications and skills.

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~~Our non-employee directors meet~~




• General management expertise. Experience serving in management positions is important since these directors bring perspective in analyzing, shaping and overseeing the execution of important operational and policy issues at a senior level. These insights and guidance, and the ability to assess and respond to situations encountered in serving on the Board, may be enhanced if the leadership experience has been developed at businesses or organizations that operate in the manufacturing sector. • Financial expertise. Knowledge of financial markets, financing and funding operations, accounting and financial reporting processes is important since it assists our directors in understanding, advising and overseeing our capital structure, financing and investing activities, financial reporting and internal control of these activities. • Multiple-part manufacturing and operations experience. Experience in manufacturing is useful in understanding our research and development efforts, product engineering, design and manufacturing, operations, products and the market segments in which we compete. • Mergers and acquisitions experience. Since we have a strategy of selectively pursuing potential acquisitions, directors who have a background in M&A transactions can provide useful insight into developing and implementing strategies for growing our businesses through combination with other organizations. Useful experience includes consideration of the “fit” of a proposed combination with our strategy, the valuation of transactions and management’s plans for integration with existing operations. • Compliance/Risk Management. Directors with compliance and risk management experience is increasingly important in light of the potential financial and reputational damage that can occur when companies fail to oversee compliance and properly manage risk. Through its oversight role, the Board strongly conveys to management and employees that compliance and risk management are integral components of our strategy, culture and business operations.		• Environment, Health and Safety. We are committed to responsible environmental stewardship and rigorous health and safety programs. We believe directors with EHS experience can help drive strong environment, health and safety performance not only at the most strategic level but also throughout the entire organization, which is of particular importance to companies such as ours in light of our significant manufacturing operations. • Strategic planning expertise. We operate in competitive markets and our businesses are subject to a wide variety of risks. Directors who have strategic planning experience can assist the Board in adopting policies and procedures that respond to the risks we face. • Corporate governance expertise. Directors who have corporate governance experience can assist the Board in fulfilling its responsibilities related to the oversight of our legal and regulatory compliance. • Offshore sourcing expertise. Directors with knowledge of trends and developments in offshore sourcing are important to us since we periodically evaluate offshore sourcing of certain of our products where doing so will lower costs while maintaining quality. • Marketing expertise. Since we believe many of our products benefit from strong brand recognition, directors who have marketing experience can provide expertise and guidance as we seek to maintain and expand brand and product awareness and a positive reputation. • International business experience. Since we manufacture and sell certain of our products outside the United States, directors with global expertise can provide a useful business and cultural perspective regarding significant aspects of our businesses. • Government and regulatory affairs expertise. The manufacture and marketing of our products is subject to the rules and regulations of various federal, state and local agencies. Directors who have served in government positions or who have worked extensively with governments or regulatory bodies can provide oversight of compliance with rules and regulations and insight into working constructively with governments or regulatory bodies.

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Director Candidate Recommendations

A stockholder who wishes to submit a director candidate for consideration by the Governance Committee must do so by writing our Corporate Secretary and including the candidate’s biographical data. See “Stockholder Information — Procedures for Business Matters and Director Nominations for Consideration at ~~least quarterly in executive sessions at which management directors, currently only our Chairman, are not present. Our Lead Director presides at the executive sessions~~Next Year’s Annual Meeting of ~~non-employee directors.~~Stockholders”.

Board Operations

Board Leadership Structure

Our governance documents provide the Board with the flexibility to select the appropriate leadership structure for ~~the Company.~~us. The Board does not have a formal policy as to whether the roles of Chairman and Chief Executive Officer should be separate or whether the Chairman should be ~~a management~~an employee or a non-employee director. ~~The Governance Committee may make, from time to time, recommendations to the Board regarding the leadership structure of the Board, including the position of Chairman.~~

Under our Bylaws, the Chairman presides over meetings of the Board and ~~meetings~~ of stockholders, while the Chief Executive Officer has general and active management of ~~the~~our property, business and affairs, ~~of the Company,~~ subject to the supervision and oversight of the Board. Mr. Hyland ~~has served~~currently serves as our Chairman ~~since October2005~~ and ~~as President~~Chief Executive Officer.

As stated in the Commonsense Principles, when the roles of Chairman and Chief Executive Officer ~~since January2006.~~

~~The~~are combined, boards should have a “strong designated lead independent director.” Our Board believes in this philosophy and, therefore, has ~~adopted a number of corporate governance-related measures to provide what it views as an appropriate balance between the need for dependable strategic leadership by~~selected Mr. Hyland and the need for oversight and objectivity of independent directors. Ten of our 11 directors are independent and each committee other than the Executive Committee is comprised entirely of independent directors. All directors play active roles in overseeing our business, both at the Board and committee levels. In addition, directors have full and free access to members of management and the authority to retain independent financial, legal or other advisors as they deem necessary without consulting or obtaining the approval of any member of management.

~~In addition, the Board selects an independent director~~O’Brien to serve as our Lead Director, a role that entails significant responsibility for independent Board leadership, including acting as a liaison between the independent directors and management, chairing executive sessions of the independent directors, chairing Board meetings when the

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~~Chairman is not present and consulting with the Chairman on other matters pertinent to our business and the Board. Mr. Springer currently serves~~ as our Lead Director.

Our Lead Director:

•

Presides at meetings of independent directors and at Board meetings when the Chairman is not present.

•

Acts as a liaison between the independent directors and management.

•

Consults with the Chairman on other matters pertinent to our business and the Board.

The Board believes that ~~this leadership structure~~Mr. Hyland’s role as Chairman and Chief Executive Officer coupled with a strong designated independent Lead Director in Mr. O’Brien is the most effective leadership structure for ~~the Company~~us at this time. In particular, ~~the Board~~it believes ~~that~~ having one leader serve as both Chairman and Chief Executive Officer facilitates decisive and effective leadership and ~~that~~ this ~~leadership~~ structure, when combined with our other governance policies and procedures, provides appropriate opportunities for oversight, discussion and evaluation of decisions and direction of the Board.

~~Board's Role in Risk Oversight~~

The Board maintains oversight responsibility for the management of the Company's risks. While the Board oversees risk management, management is charged with assessing and managing risk. Our internal control environment is designed to identify and manage risks and to facilitate communication with the Board. Our internal audit department, which reports to the Audit Committee, facilitates our enterprise risk assessment and ongoing enterprise risk management processes, in coordination with our legal and compliance functions, and annually and regularly reports on risk-related issues to the Board and its committees to complement our strategic planning process. The Board also considers specific risk topics, including risks associated with our strategic plan and our capital structure, and receives regular reports from the heads of our principal business and corporate functions that include discussions of the risks and exposures involved in their respective areas of responsibility.

The Board executes its oversight responsibility for risk assessment and management directly as well as indirectly through its committees. The Audit Committee has primary responsibility for overseeing risks related to our financial reporting, audit process, internal control over financial reporting and disclosure controls and procedures. In addition, the Audit Committee receives reports from the internal audit department and is apprised of the internal control processes and procedures for ensuring appropriate controls are in place. The Audit Committee also receives regular reports on compliance matters, including those reported on our whistleblower hotline or otherwise to our Chief Compliance Officer or other members of management. The Audit Committee has adopted communication guidelines and other policies to help ensure that it is adequately and promptly notified of any fraudulent activity.

The Compensation Committee, the Governance Committee and the Environment, Health and Safety Committee (the "EHS Committee") of the Board oversee risks associated with their respective areas of responsibility. The Board is kept informed of its committees' risk oversight through reports of the committees to the full Board.

Board Committee Information

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the Environment, Health and Safety Committee (“EHS ~~Committee.~~Committee”). An additional committee, the Executive Committee, meets only ~~when called by~~as needed. All standing committee members are independent - they satisfy the ~~Chairman~~NYSE’s and our definitions of an independent director - and the Board has determined all Audit Committee members are “financially literate” under the NYSE Manual and qualify as “audit committee financial experts” within the meaning of the ~~Board.~~

~~The following table shows information regarding the membership of each committee as~~rules and regulations of the ~~date hereof:~~SEC.

Each standing committee meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from management and annually evaluates its performance. Additional information about the committees is provided below. See the committee charters on our website for more detail.

Name Audit Compensation Governance EHS Executive
Howard L. Clark, Jr. Chairman X
Shirley C. Franklin X X
Thomas J. Hansen X X
Gregory E. Hyland Chairman
Jerry W. Kolb X X
Joseph B. Leonard Chairman
Mark J. O’Brien X X
Bernard G. Rethore X X Chairman
Neil A. Springer Chairman X X
Lydia W. Thomas X X
Michael T. Tokarz X X X
Number of meetings in fiscal 2013 13 5 4 4 0

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Audit Committee

The Audit Committee's primary purpose is to assist the Board in fulfilling its responsibility to the Company's stockholders relating to the Company's financial reporting processes and systems of internal control over financial reporting. The Audit Committee is also responsible for determining whether the Company's financial systems and reporting practices are in accordance with applicable requirements. The Audit Committee retains and terminates the Company's independent registered public accounting firm and approves its services and fees.

The Board has determined that all Audit Committee members are financially literate under the NYSE Listed Company Manual. The Board has further determined that all Audit Committee members qualify as audit committee financial experts within the meaning of the rules~~and regulations of the SEC.~~



	Current Members Kolb (Chair) Hansen Leonard Rethore		• Oversees the integrity of our financial statements, financial reporting activities and accounting policies and procedures. • Selects and oversees the independent registered public accounting firm, approves its services (including both audit and non-audit services) and fees, and evaluates its performance. In its evaluation, the Audit Committee considers the firm’s reputation for independence and integrity, the qualifications and performance of the firm’s personnel and the effectiveness of their communications, the appropriateness of fees and Public Company Accounting Oversight Board reports on the firm and its peers. • Reviews the scope and results of the independent registered public accounting firm’s audits. • Reviews the scope of the internal audit function, internal audit plans, internal audit reports and corrective actions taken in response to internal audit findings. Evaluates the performance of the internal audit function • Oversees our internal accounting systems and related internal controls over financial reporting, as well as our financial risk management profile. • Oversees our legal compliance and ethics programs and the Ethics Code.
	13 meetings in fiscal 2016

The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC's ruleson auditor independence. The Audit Committee also considers whether the independent registered public accounting firm is able to provide the most effective services, for reasons such as its familiarity with the Company's current and past business, accounting systems and internal operations, and whether the services enhance the Company's ability to manage or control risks and improve financial reporting quality. The Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee with respect to individual projects up to $100,000. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure that such services are within the parameters approved by the Audit Committee.

Compensation and Human Resources Committee

The Compensation Committee is responsible for overseeing the Company's overall strategic human resources programs, including executive compensation, benefit plans and equity plans. The Compensation Committee approves and oversees the administration of the Company's material benefit plans, policies and programs, including all of the Company's equity plans and its executive bonus plan. The Compensation Committee also reviews and approves principal elements of total compensation for the Company's named executive officers and other executive officers and employment, severance and change-in-control arrangements for the Company's executive officers. Further, the Compensation Committee is responsible for reviewing and recommending the compensation of non-employee directors to the full Board, as well as reviewing and recommending directors' and officers' indemnification and insurance matters. The Compensation Committee also is responsible for overseeing an annual risk assessment process related to our compensation programs. The Board has determined that the members of the Compensation Committee meet the additional independence requirements of the NYSE Listed Company Manual.



	Current Members Tokarz (Chair) Franklin Leonard		• Oversees executive compensation and equity-based plans. • Reviews and recommends the compensation of non-employee directors. • Oversees an annual risk assessment process related to compensation programs. • Manages succession planning across senior positions.
	5 meetings in fiscal 2016

Nominating and Corporate Governance Committee

The Governance Committee is responsible for, among other things, establishing the criteria for and the qualifications of persons suitable for nomination as directors and reporting its recommendations to the Board and developing and recommending to the Board a set of corporate governance principles applicable to the Company. The Governance Committee will consider candidates for election as directors of the Company submitted by stockholders in accordance with the procedures described below under “— ~~Director Nomination Process.~~”



	Current Members Rethore (Chair) Kolb Thomas Tokarz		• Establishes criteria for and qualifications of persons suitable for nomination as directors and reports recommendations to Board. • Develops and annually reviews the Guidelines. • Makes recommendations to Board related to committee structure and membership.
	8 meetings in fiscal 2016

Environment, Health and Safety Committee

~~The EHS Committee reviews the policies and procedures of the Company regarding compliance with the various laws, regulations and rules~~pertaining to the environment and employee health and safety. The EHS Committee oversees performance by Company management against certain health and safety metrics and receives special reports when necessary or when requested. The EHS Committee provides oversight for the proposed scope of internal and independent environmental, health and safety audits and encourages activities that demonstrate sound environmental stewardship initiatives within the Company and with its customers and suppliers.



	Current Members Thomas (Chair) Franklin Hansen		• Reviews policies and procedures related to complying with laws, regulations and rules pertaining to the environment, health and safety. • Encourages activities and initiatives that demonstrate sound environmental stewardship.
	4 meetings in fiscal 2016

Executive Committee

The Executive Committee's principal function is to exercise the interim powers delegated to the Executive Committee at any time when any matter requires expeditious action by the Board or when it would not be practical for the full Board to meet to review or act on any matter.



	Current Members Hyland (Chair) O’Brien Rethore Tokarz		• Exercises interim powers delegated to it any time when a matter requires expeditious Board action or when it would not be practical for the full Board to meet.
	Current Members Hyland (Chair) O’Brien Rethore Tokarz
	5 meetings in fiscal 2016

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Director Attendance

As discussed above, the Board held 12 meetings in fiscal 2016 and each director attended over 88% of the total number of meetings of the Board and its committees of which he or she was a member in fiscal 2016. Each current director also attended the 2016 annual meeting of stockholders.

Executive Sessions

Our non-employee directors meet at least quarterly in executive sessions at which employee directors, currently only our Chairman, are not present. Our Lead Director presides at these sessions.

Board and Committee Evaluations

Each year, the Board is required by the Guidelines to conduct an evaluation of its own performance. Additionally, our committee charters require each of our committees to conduct an annual performance evaluation. The Governance Committee is responsible for overseeing the annual self-assessment process on behalf of the Board and its committees. Throughout the self-assessment process, the Governance Committee solicits comments from directors to ensure that the Board and its committees are functioning effectively. The Governance Committee reviews comments from each director to assess directors’ contributions to the Board, evaluate the Board’s contributions to the Company and identify areas for improvement in the Board’s performance. The Governance Committee submits its findings to the Board in an annual report discussing ways in which the Board and its committees can improve their key functions.

Board Risk Oversight

The Board maintains oversight responsibility for our management of risk and charges management with assessing and managing risk. Our internal control environment is designed to identify and manage risks and to facilitate communication with the Board. Our internal audit department, which reports to the Audit Committee, facilitates our enterprise risk assessment and ongoing enterprise risk management processes, in coordination with our legal and compliance functions, and regularly reports on risk-related issues to the Board and its committees to complement our strategic planning process. The Board and Audit Committee receive regular reports and updates from our legal and compliance functions. The Board also considers specific risk topics and receives regular reports from the heads of our principal business and corporate functions that include discussions of the risks and exposures involved in their respective areas of responsibility.

The Board executes its risk oversight function both as a whole and through delegation to committees. In particular:




	Audit Committee			Compensation Committee
	• Oversees risk management related to accounting and financial reporting, the audit process, internal control over financial reporting and disclosure controls and procedures • Oversees the internal audit function • Monitors legal and compliance issues and active matters			• Oversees risk management related to the risks and rewards associated with our compensation policies and practices • Oversees management development and succession planning across senior positions


	EHS Committee			Governance Committee
	• Oversees risk management related to risks directly related to the environment, health and safety areas			• Oversees risk management related to governance structure and processes and risks arising from related person transactions

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Related Person Transactions

The ~~Board has adopted~~Governance Committee administers a written Related Person Transaction Policy that ~~is administered by the Governance Committee. The policy~~ applies to any transaction or series of transactions in which ~~the Company is~~we are a participant, the amount involved exceeds or may be expected to exceed $120,000 and a related person has a direct or indirect material interest. Under the policy, our General Counsel determines whether a transaction meets the requirements of a related person transaction requiring review by the Governance Committee. Transactions that fall within this definition will be referred to the Governance Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Governance Committee will decide whether or not to approve the transaction and will approve only those transactions that are in ~~the~~our best ~~interests of the Company.~~interests. In addition, the Board has delegated to the ~~Chairman~~Chair of the Governance Committee the authority to pre-approve or ratify any transaction with a related person in which the aggregate amount involved is expected to be less than $500,000. ~~The Company~~We did not engage in any transaction during fiscal ~~2013,~~2016, and ~~has~~have no currently proposed transaction, in which the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest.

Compensation Committee Interlocks and Insider Participation

During fiscal ~~2013,~~2016, none of the members of the Compensation Committee was a former or current officer or employee of ~~the Company~~Mueller Water Products, Inc. or any of its subsidiaries had any relationships requiring disclosure as a related person transaction. None of our executive officers serves or has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of ~~our~~the Board or its Compensation Committee during fiscal ~~2013.~~2016.

~~Director Nomination Process~~

In discharging its responsibility related to director nominations, the Governance Committee receives input from the Chairman of the Board, other directors and, if applicable, the Governance Committee's professional search firm. The Governance Committee also considers and evaluates candidates recommended by stockholders, as described below. The Governance Committee evaluates all candidates, regardless of who recommended the candidate, based on the same criteria.

The Governance Committee decides whether to further evaluate each candidate and may select an independent professional search firm to assist in the discharge of its duties. The evaluation includes a reference check, interaction, interviews and discussions about the candidate's qualifications, availability and commitment. The Chairman of the Governance Committee interviews each qualified candidate and selects certain candidates to be interviewed by the Chairman of the Board and other members of the Governance Committee. The Governance Committee reviews the results of all interviews and makes a recommendation to the full Board with respect to nominating a candidate for election to the Board. The Board expects all candidates recommended to the full Board to have received the approval of all members of the Governance Committee.

The Governance Committee uses a skills matrix of key experience and competencies to evaluate candidates. The Governance Committee carefully reviews all directors and director candidates in light of these factors based on the context of the current and anticipated composition of the Board, the current and anticipated operating requirements of the Company and the long-term interests of its stockholders. In reviewing a candidate, the Governance Committee considers the candidate's integrity and independence, as defined in the Guidelines and in the NYSE Listed Company Manual.

Key characteristics that are required of all directors are personal ethics and integrity, leadership capabilities, business acumen, collaborative skills, interpersonal skills, commitment and independence. The Governance Committee does not expect or intend that each director has the same background, skills and experience. Instead, the Governance Committee expects Board members will have diverse backgrounds, skills and experiences.

Listed below are key competencies that are not necessary for all directors, but are necessary for the Board as a whole. The biographies of nominees appearing earlier in this Proxy Statement describe each nominee's relevant experience, qualifications and skills from the following list.

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~~General Management Expertise.~~ Directors who have served in management positions are important to the Company since they bring experience and perspective in analyzing, shaping and overseeing the execution of important operational and policy issues at a senior level. These insights and guidance, and the ability to assess and respond to situations encountered in serving on our Board, may be enhanced if the leadership experience has been developed at businesses or organizations that operate in the manufacturing sector.

~~Financial Expertise~~. Knowledge of financial markets, financing and funding operations, accounting and financial reporting processes is important since it assists our directors in understanding, advising and overseeing our capital structure, financing and investing activities, financial reporting and internal control of these activities.

~~Multiple-part Manufacturing and Operations Experience.~~ Since we operate in the manufacturing sector, education or experience in manufacturing is useful in understanding our research and development efforts, product engineering, design and manufacturing, operations and products and the market segments in which we compete.

~~Mergers and Acquisitions Experience~~. Since we have adopted a strategy of selectively pursuing potential acquisitions, directors who have a background in M&A transactions can provide useful insight into developing and implementing strategies for growing our businesses through combination with other organizations. Useful experience includes consideration of the "fit" of a proposed acquisition with our strategy, the valuation of transactions and management's plans for integration with existing operations.

~~Strategic Planning Expertise~~. We operate in competitive markets and our businesses are subject to a wide variety of risks. Directors who have strategic planning experience can assist the Board in adopting policies and procedures that respond to the risks that we face.

~~Corporate Governance Expertise. Directors who have corporate governance experience can assist the Board in fulfilling its responsibilities related to the oversight of our legal and regulatory compliance.~~

~~Offshore Sourcing Expertise~~. Directors who have knowledge of trends and developments in offshore sourcing are important to us since we continue to evaluate sourcing certain of its products wherever doing so will lower costs while maintaining quality.

~~Marketing Expertise~~. Since we believe that many of our products benefit from strong brand recognition, directors who have marketing experience can provide expertise and guidance as we seek to maintain and expand brand and product awareness and a positive reputation.

~~International Business Experience~~. Since we manufacture and sell certain of our products outside the United States, directors with global expertise can provide a useful business and cultural perspective regarding many significant aspects of our businesses.

~~Government & Regulatory Affairs Expertise~~. The manufacture and marketing of our products is subject to the rules and regulations of various federal, state and local agencies, and a significant portion of our business depends on local, state and federal spending on water and wastewater infrastructure upgrade, repair and replacement. Directors who have served in government positions or who have worked extensively with governments or regulatory bodies can provide insight into working constructively with governments or regulatory bodies.

Although the Board does not have a formal policy regarding diversity, diversity is one among many criteria considered by the Board when evaluating candidates. Diversity criteria may include gender, race, ethnic background, geographic origin or personal, educational and professional experience. The Governance Committee believes that the backgrounds and qualifications of the members of the Board, considered as a group, should provide an appropriate mix of experience, knowledge and abilities that will enhance the Board's oversight role.

~~A stockholder who wishes to submit a director candidate for consideration by the Governance Committee must do so by writing our Corporate Secretary and including the candidate's biographical data. See~~ “~~Stockholder Information — Procedures for Business Matters and Director Nominations for Consideration at the 2015 Annual Meeting of Stockholders — Notice Requirements for Nomination of Directors.~~”

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Communicating with the Board

Stockholders and other interested parties may communicate with any of our directors, including our Lead Director and the ~~Chairmen~~Chairs of our committees, or our independent directors as a group, on Board-related issues by writing in care of our Corporate Secretary at our principal executive office address: 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. Stockholders and other interested persons may also communicate with directors by sending an email message to boardofdirectors@muellerwp.com, or with the Audit Committee by sending an email message to auditcommittee@muellerwp.com. These procedures may change from time to ~~time, and you are encouraged to~~time. Please visit ~~the Company's~~our website at www.muellerwaterproducts.com for the most current means of contacting our directors.

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DIRECTOR COMPENSATION

The Compensation Committee is responsible for reviewing and considering any revisions to director compensation. With the assistance of its independent compensation consultant, the Compensation Committee reviews director compensation and compares it to director compensation paid by other companies in the peer group described under ~~"Compensation~~“Compensation Discussion and Analysis — ~~Factors Considered by the~~Executive Compensation ~~Committee~~Program Overview — Peer Group Benchmarking and Total Compensation."”

The Board reviews the Compensation ~~Committee's~~Committee’s recommendations and determines the final structure and amounts of director compensation. The Board has determined ~~that~~ compensation for non-employee directors should comprise a mix of cash and equity-based awards. The Board believes ~~that~~ the interests of directors are aligned with the interests of other stockholders by linking a significant portion of director compensation to Common Stock performance. Under our stock ownership guidelines, directors are required to hold at least 50% of the Common Stock acquired through ~~equity~~equity-based awards until they own Common Stock equal in market value to at least four times their annual retainer. See ~~"Compensation~~“Compensation Discussion and Analysis — Other Compensation Practices and Policies — Stock Ownership ~~Guidelines"~~Guidelines” for more information. As of the date of this Proxy Statement, none of our non-employee directors has sold Common Stock obtained through our equity compensation program.

Annual Retainer

~~For fiscal 2013, as in fiscal 2012, each~~Each non-employee director received an annual retainer of ~~$45,000.~~$55,000 for fiscal 2016. Annual retainers are paid quarterly. ~~During fiscal 2013,~~In addition, the ~~Chairmen~~Chairs of the Audit Committee and ~~the~~ Compensation Committee each received $15,000, ~~for serving as Chairman,~~ while the ~~Chairmen~~Chairs of the Governance Committee and ~~the~~ EHS Committee each received ~~$7,500~~$7,500. Our Lead Director received $50,000 for serving ~~as Chairman. During fiscal 2013, the Board determined to commence paying our Lead Director an additional $15,000 annually for service~~ in this ~~role. Mr. Springer, who became our Lead Director during fiscal 2013, received a pro rata portion of this amount based on the time he served as our Lead Director during fiscal 2013.~~capacity.

Meeting Fees

~~Non-employee directors each receive~~Each non-employee director received $1,500 for each Board ~~and~~or committee meeting ~~attended.~~attended during fiscal 2016, except that our Lead Director, who is an ex officio member of each standing committee of the Board, receives no meeting fees. Meeting fees are paid monthly.

~~Equity~~Equity-Based Awards

Our Amended and Restated 2006 Stock Incentive Plan (the “~~2006~~“2006 Stock ~~Plan~~”Plan”) provides that, on the date of ~~our~~each annual meeting of stockholders, ~~the Company~~we will grant equity-based awards with an economic value determined by the Compensation Committee to each non-employee director who is re-elected to the Board and has served as a director for ~~a period of~~ at least six months. In addition, the 2006 Stock Plan provides that each director ~~shall~~will receive an initial equity-based grant on the date on which he or she commences service as a director, the economic value and terms of which ~~shall~~will be as determined by the Compensation Committee. The number of units equivalent to the economic value of those awards is determined by the Compensation Committee'’s compensation ~~consultant using the same methodologies used in determining the value of similar equity-based awards to management.~~consultant. See “~~Compensation~~“Compensation Discussion and Analysis — Other Compensation Practices and Policies — Role of Compensation Consultant in Compensation ~~Decisions.~~”Decisions”.

On ~~January29, 2013,~~February 26, 2016, each non-employee director received equity-based awards ~~with an aggregate economic value of approximately $80,000~~ in the form of ~~(a)options to purchase 12,578 shares of Common Stock with an exercise price equal to $5.91 per share, the closing price of Common Stock on the NYSE on the grant date and (b) 6,768~~10,344 restricted stock units ~~(RSUs"~~(“RSUs”). The outstanding ~~stock options and~~ RSUs vest in equal installments on the first, second and third anniversaries of the grant date.

Under our 2006 Stock Plan, once a participant becomes ~~"retirement-eligible,"~~“retirement-eligible,” all outstanding and unvested equity-based awards automatically vest upon retirement. ~~Therefore, for purposes~~Each of our directors is ”retirement eligible”. As such, all outstanding equity-based awards granted to directors prior to fiscal 2014 (see the table appearing on page ~~25, all outstanding equity-based awards of directors who are "retirement-eligible"~~22) are deemed vested. Commencing in fiscal 2014, all equity-based awards to directors ~~will~~ require a ~~grantee~~director who is or becomes ~~"retirement-eligible"~~“retirement-eligible” prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon ~~"retirement."~~retirement from the Board, though the Compensation Committee may waive this minimum service requirement.

Mr. Springer, our former Lead Director, retired from the Board at the 2016 Annual Meeting. At a January 2016 Board meeting, the Board awarded to Mr. Springer an equity-based grant equal to 11,097 shares of common stock in recognition of his many years of service to the Board.

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Travel Expenses

~~The Company reimburses~~We reimburse directors for their travel and related expenses in connection with attending Board and committee meetings and ~~Board-related~~related activities. ~~Private air travel is reimbursed at a rate not to exceed the published price of a first class airline ticket for a comparable scheduled route.~~

~~Table of Contents~~

~~Summary of~~ Director Compensation Summary

The following table shows fiscal ~~2013~~2016 compensation for our non-employee directors. None of our non-employee directors received any non-equity incentive plan compensation or participated in our pension or nonqualified deferred compensation plans. Mr. Hyland does not receive any compensation in connection with his service as a director.

Fiscal 2013 Director Compensation Table
Fiscal 2016 Director Compensation Table								Fiscal 2016 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽²⁾	Option Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Name	Annual Retainer ⁽¹⁾	Meeting Fees	Total	Stock Awards ($)⁽²⁾	Option Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)	Annual Retainer ⁽¹⁾	Meeting Fees	Total	Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Howard L. Clark Jr.	60,000	21,000	81,000	39,999	40,627	—	161,626
Shirley C. Franklin	45,000	33,000	78,000	39,999	40,627	—	158,626	55,000	37,500	92,500	89,993	—	182,493
Thomas J. Hansen	45,000	36,000	81,000	39,999	40,627	—	161,626	55,000	43,500	98,500	89,993	—	188,493
Jerry W. Kolb	45,000	37,500	82,500	39,999	40,627	—	163,126	70,000	49,500	119,500	89,993	—	209,493
Joseph B. Leonard	60,000	18,000	78,000	39,999	40,627	—	158,626	55,000	42,000	97,000	89,993	—	186,993
Mark J. O’Brien	45,000	24,000	69,000	39,999	40,627	—	149,626	106,250	31,500	137,750	89,993	—	227,743
Bernard G. Rethore	52,500	40,500	93,000	39,999	40,627	—	173,626	61,250	54,000	115,250	89,993	—	205,243
Neil A. Springer	67,500	36,000	103,500	39,999	40,627	—	184,126
Neil A. Springer⁽³⁾								16,250	15,000	31,250	89,996	—	121,246
Lydia W. Thomas	45,000	22,500	67,500	39,999	40,627	—	148,126	62,500	31,500	94,000	89,993	—	183,993
Michael T. Tokarz ⁽³⁾	45,000	21,000	66,000	39,999	40,627	6,583	153,209
Michael T. Tokarz ⁽⁴⁾								70,000	34,500	104,500	89,993	12,703	207,196


(1)	Includes fees earned as ~~chairman~~chair of a committee ~~of the Board~~ or as Lead Director. ~~Messrs. Clark and Springer each served as Lead Director for a portion of fiscal 2013 and each received a pro rata portion of the $15,000 annual retainer paid for these services.~~

(2)

Reflects the grant date fair value of the RSUs ~~and nonqualified stock options~~ granted during fiscal ~~2013~~2016 computed in accordance with the stock-based compensation accounting rules ~~(FASB ASC Topic 718). Assumptions used in determining these amounts are included~~described in Note ~~9 (Stock-based Compensation Plans) to~~10 of our fiscal ~~2013~~2016 consolidated financial statements, which are included in the ~~2013~~2016 Annual Report. ~~Expense~~Since all non-employee directors were retirement-eligible at the grant date, expense is recognized over one year from the ~~shorter~~date of the grants' three-year terms or until a director becomes retirement-eligible pursuant to the terms of the 2006 Stock Plan. Messrs. Clark, Kolb, Leonard, O'Brien, Rethore and Springer and Dr. Thomas were retirement-eligible at September 30, 2012. Ms. Franklin became retirement-eligible in February 2013. Mr. Tokarz became retirement-eligible in January 2013. Mr. Hansen becomes retirement-eligible in June 2015.grant.


(3)	Mr. Springer retired from the Board at the 2016 Annual Meeting. In connection with Mr. Springer’s retirement, all of his outstanding stock awards vested and became immediately exercisable.

(4)

Mr. Tokarz deferred the receipt of all ~~of the~~ director compensation fees earned in fiscal ~~2013~~2016 into ~~10,150 phantom~~10,064 stock equivalent shares of Common Stock. ~~"All~~“All Other ~~Compensation"~~Compensation” represents amounts accrued on identical terms to dividends paid on Common Stock ~~related~~equal to the accumulated stock equivalent share balance. See "—“— Deferred ~~Compensation"~~Compensation” for more information.

~~Table of Contents~~

The following table shows information related to option awards and stock awards made to our non-employee directors that were outstanding at September 30, ~~2013.~~2016.

Option Awards Stock Awards
Name Grant Date Number of Securities Underlying Unexercised Options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)⁽¹⁾

Exercisable Unexercisable

Kolb, Leonard, O'Brien, Rethore, Springer and
Tokarz⁽²⁾
5/25/2006 10,700
—
16.00
5/25/2016 —
—
3/22/2007 12,600
—
14.19
3/22/2017 —
—
1/30/2008 9,701
—
7.95
1/30/2018 —
—
1/28/2009 9,546
—
7.76
1/28/2019 —
—
1/28/2010 15,094
—
4.67
1/28/2020 —
—
1/26/2011 15,094
—
4.21
1/26/2021 —
—
1/25/2012 6,965
—
2.79
1/25/2022 —
—
1/30/2013 12,578
—
5.91
1/30/2023 —
—
Total 92,278
—
—
—

Clark ⁽²⁾
5/25/2006 10,700
—
16.00
5/25/2016 —
—
3/22/2007 12,600
—
14.19
3/22/2017 —
—
1/30/2008 9,701
—
7.95
1/30/2018 —
—
1/28/2009 9,546
—
7.76
1/28/2019 —
—
1/28/2010 8,302
—
4.67
1/28/2020 —
—
1/26/2011 10,566
—
4.21
1/26/2021 —
—
1/25/2012 6,501
—
2.79
1/25/2022 —
—
1/30/2013 12,578
—
5.91
1/30/2023 —
—
Total 80,494
—
—
—

Thomas ⁽²⁾
1/28/2009 9,546
—
7.76
1/28/2019 —
—
1/28/2010 15,094
—
4.67
1/28/2020 —
—
1/26/2011 15,094
—
4.21
1/26/2021 —
—
1/25/2012 6,965
—
2.79
1/25/2022 —
—
1/30/2013 12,578
—
5.91
1/30/2023 —
—
Total 59,277
—
—
—

Franklin ⁽²⁾
11/1/2010 25,806
—
2.92
11/1/2020 —
—
1/25/2012 6,965
—
2.79
1/25/2022 —
—
1/30/2013 12,578
—
5.91
1/30/2023 —
—
Total 45,349
—
—
—

Hansen ⁽³⁾
10/26/2011 8,658
17,316
2.90
10/26/2021 9,661
77,191
1/30/2013 —
12,578
5.91
1/30/2023 6,768
54,076
Total 8,658
29,894
16,429
131,267



	Option Awards				Stock Awards
Name⁽¹⁾	Number of Securities Underlying Unexercised Options (#)				Number of Shares or Units of Stock That Have Not Vested (#)
	Number of Securities Underlying Unexercised Options (#)
	Exercisable		Unexercisable
Franklin		65,796		—		10,344
Hansen		58,999		—		10,344
Thomas		79,724		—		10,344
Each of Kolb, Leonard, O’Brien, Rethore and Tokarz		102,025		—		10,344


(1)	~~The "market value"~~Each director is ~~calculated by multiplying the number of unvested RSUs by the closing price of Common Stock on the NYSE on September 30, 2013 of $7.99 per share.~~

~~(2)~~

~~Each of these directors is "retirement-eligible"~~“retirement-eligible” under ~~and for purposes of~~ the 2006 Stock Plan. AsCommencing in fiscal 2014, all equity-based awards to directors require a ~~result,~~grantee who is or becomes “retirement-eligible” prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement. Accordingly, for purposes of this table, any stock options and RSUs outstanding on the date ~~they~~a director became retirement-eligible are deemed vested.


~~(3)~~	Mr. Hansen becomes "retirement-eligible" in June 2015 under and for purposes of the 2006 Stock Plan. As a result, all of his outstanding stock options and RSUs, other than awards granted in fiscal 2013, will be deemed vested as of such date.

~~Table of Contents~~

Deferred Compensation

The Board adopted the Mueller Water Products, Inc. ~~Directors'~~Directors’ Deferred Fee Plan, as amended, under which non-employee directors may elect to defer all or a portion of their ~~directors'~~directors’ fees. The Company credits the deferred fees, at each electing director's option, to either an income account or a stock equivalent account, or divides the fees between the two accounts. If a director elects the income account, the Company credits the director's fees otherwise payable as a dollar amount to the director's income account on the date such fees would otherwise have been paid. The Company credits the income account quarterly with interest at an annual rate equal to the yield of a 10-year U.S. Treasury Note at the beginning of such calendar quarter plus 1.00%. If a director elects the stock equivalent account, the Company converts the director's fees otherwise payable during a calendar quarter to stock equivalent shares equal in number to the maximum number of shares of Common Stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could be purchased with the dollar amount of such fees at the closing market price of Common Stock on the first trading day of the following calendar quarter. The Company also credits the stock equivalent account with stock equivalent shares equal in number to the maximum number of shares of Common Stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could have been purchased with the cash dividend, if any, which would have been payable had the participant been the owner of a number of shares of Common Stock equal to the number of stock equivalent shares credited to his account at the payment date for such dividend.

~~The Company makes~~We make deferred payments in January of the year determined by the non-employee director pursuant to an election filed with ~~the~~our Corporate ~~Secretary of the Company.~~Secretary. The payments may be made in any calendar year not earlier than the year in which the participant has his or her 72^nd birthday or the year of the ~~participant's~~participant’s termination of his or her services as a director, with the

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payment made in cash in one, five, ten or fifteen annual installments as determined by the participating director in his or her election form. During fiscal ~~2013,~~2016, Mr. Tokarz was the only non-employee director who participated in this plan. Mr. ~~Tokarz's~~Tokarz’s deferred payments are maintained in a stock equivalent account.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis is intended to provide our stockholders with information about our fiscal ~~2013~~2016 compensation program for the following executive officers (collectively, ~~"named~~“named executive ~~officers"~~officers” or ~~"NEOs"~~“NEOs”):

Gregory E. Hyland, Chairman, President and Chief Executive Officer

Evan L. Hart, Senior Vice President and Chief Financial Officer

Keith L. Belknap, Senior Vice President, General Counsel and Chief Compliance ~~Officer~~Officer; President of Mueller Technologies

Gregory E. Rogowski, President of Mueller Co.

~~Thomas E. Fish,~~Marietta Edmunds Zakas, Senior Vice President, ~~of Anvil~~Strategy, Corporate Development and Communications

~~Fiscal 2013~~




2016 KEY ACCOMPLISHMENTS
In fiscal 2016, we improved our operating performance and executed initiatives to return value to our stockholders.

	Strong Operating Results. Our operating income and net income in fiscal 2016 were $120.6 million and $63.9 million, respectively.Adjusted operating income improved 6.5% in fiscal 2016 to $146.8 million from $137.8 million in fiscal 2015. Adjusted net income improved 13.3% to $75.8 million from $66.9 million.	Adjusted free cash flow improved 66% to $109.9 million from $66.2 million.
		Increased dividend by 50%. We increased our quarterly dividend per share to $0.03 from $0.02. We paid $16.1 million of dividends in fiscal 2016.

Performance and Compensation ~~Considerations~~

Highlights

We design our executive officer compensation programs to ~~attract, motivate and retain~~target total compensation at or about the ~~key executives who are crucial to~~50th percentile for comparable executive positions at our ~~long-term success.~~customized peer group. The principal elements of our compensation program for executives are base salary, annual performance-based cash ~~compensation,~~bonus, long-term incentive ~~performance-based equity compensation, other long-term~~ equity compensation and broad-based benefit programs.

We Our performance in fiscal 2016~~structure incentive compensation to~~ ~~pay for performance.~~ ~~We set clear and measurable financial goals for corporate and~~. Despite a 2.2% year-over-year decrease in net sales, which was largely driven by lower sales into the oil & gas markets at our Anvil business segment performance. In evaluating performance, we assess progress toward strategic priorities. Our objective is to establish pay practices that reward them for superior performance and to align their interests as managers of the Company with the long-term interests of our stockholders.unit, we:

◦

~~Incentive compensation earned by~~Increased our ~~executive officers~~adjusted operating margin to 12.9% from 11.8% in ~~2013.~~ ~~Our annual and long-term performance-based incentive compensation awards for~~ fiscal 2013 paid out or credited amounts in excess of target because our actual results exceeded target performance levels, as described in more detail below. For fiscal 2013, incentive compensation represented approximately 72% of our CEO's total target compensation, and an average of 64% of the total target compensation of the other NEOs.

2015,

◦

~~Company performance~~Increased our adjusted operating EBITDA margin to 17.5% from 16.8% in ~~2013.~~ ~~Highlights of our~~ fiscal 2013 consolidated results from continuing operations include the following elements, several of which were used by the Compensation Committee to assess overall Company performance and determine incentive plan compensation earned during this period. In fiscal 2013, we:

2015,


▪◦	~~increased net sales 9.5% year-over-year to $1,120.8 million;~~


▪	~~increased~~Increased our adjusted operating income ~~47.7%~~6.5% year-over-year, ~~to $98.8 million;~~


▪	~~increased income from continuing operations to $35.4 million from the prior year loss from continuing operations of $5.2 million;~~


▪	~~reduced average investment in working capital to 24.9% of net sales from 25.8% of net sales in the prior year;~~


▪	~~increased return on net assets to 21.6% from 17.3% in the prior year;~~


▪	~~increased adjusted free cash flow to $81.0 million from $49.7 million in the prior year;~~ and


▪◦	~~returned value to~~Increased our ~~stockholders through a 63% increase in our Common Stock price (from September 30, 2012 through September 30, 2013) and the payment of $0.07 per share in dividends during fiscal 2013.~~adjusted net income 13.3% year-over-year.

~~See "— Overview — Our Company Performance in Fiscal 2013" for definitions of "working capital," "return on net assets"~~The Compensation Committee used several performance elements (including those set forth below) to assess and ~~other non-GAAP measures.~~ determine incentive plan compensation earned during fiscal 2016. See Exhibit A for a reconciliation of non-GAAP financial ~~measures~~results to GAAP financial results.



	Net Sales	Adjusted Operating Income⁽¹⁾	Adjusted Net Income⁽²⁾	Adjusted Free Cash Flow⁽³⁾	Average Investment in Working Capital⁽⁴⁾		Return on Net Assets⁽⁵⁾
	Net Sales	Adjusted Operating Income⁽¹⁾	Adjusted Net Income⁽²⁾	Adjusted Free Cash Flow⁽³⁾	Mueller Co.	Anvil	Return on Net Assets⁽⁵⁾
	($ in millions)	($ in millions)	($ in millions)	($ in millions)	(%)	(%)	(%)
2016	1,138.9	146.8	75.8	109.9	20.8	29.3	25.2
2015	1,164.5	137.8	66.9	66.2	23.7	27.2	24.7


(1)	Defined for this purpose as operating income adjusted to exclude the loss on the Walter receivable in 2015, certain effects of foreign currency exchange rate changes in 2015, pension settlement expenses, expenses related to exploring potential acquisitions and divestitures, restructuring expenses and other charges.

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~~We enhanced the pay-for-performance aspects of our executive compensation programs in fiscal 2013.~~

◦(2)

~~We redesigned our long-term incentive program by issuing grants~~Defined for this purpose as net income calculated using a predetermined income tax rate and to exclude the loss on the Walter receivable in 2015, certain effects of ~~performance-based restricted stock units that vest, if at all, over multi-year performance cycles instead~~foreign currency exchange rate changes in 2015, restructuring expenses and other charges, expenses related to exploring potential acquisitions and divestitures, results of ~~grants~~operations of ~~stock options.~~new or divested businesses, pension settlement expenses and the early extinguishment of debt in 2015.

◦(3)

~~For~~Defined for this purpose as cash flows from operating activities of continuing operations, adjusted for capital expenditures, restructuring costs, premium paid on the early extinguishment of debt, costs of acquisition and divestiture related activities, certain effects of foreign currency exchange rate changes in 2015, pension settlement expenses and timing of interest payments resulting from refinancing our ~~CEO~~debt.


(4)	Defined for this purpose as the average of adjusted current assets less adjusted current liabilities over the course of a year, which measures exclude cash and cash equivalents, debt and deferred income taxes, as a percent of net sales.

(5)

Defined for this purpose as the quotient obtained by dividing income tax-effected adjusted operating income plus amortization by the quarterly average of working capital and fixed assets. Adjusted operating income excludes the loss on the Walter receivable, certain effects of foreign currency exchange rate changes, certain effects from a policy change, pension settlement expenses, restructuring expense and other charges. Income taxes are calculated at a hypothesized rate. Amortization reflects only amortization of assets acquired in business combinations. Working capital excludes cash and debt. Fixed assets is property, plant and equipment plus capitalized software costs reported as part of intangible assets.



• We structure performance-based compensation to pay for performance. We set clear and measurable financial goals for Company and segment ~~Presidents,~~performance. In evaluating individual performance, we ~~further increased~~assess progress toward strategic priorities.
◦ Performance-based compensation earned by our named executive officers. For fiscal 2016, 49% of our CEO’s total target compensation, and an average of 43% of the ~~percentage~~total target compensation of our other NEOs, could only be earned by meeting performance goals.
▪ Our NEOs’ compensation ~~under~~was both positively and negatively affected by Company and segment performance in relation to targets set for fiscal 2016. ▪ Annual cash bonuses earned by our NEOs ranged from 101% to 129% of target (compared with 9% to 63% of target last year). ▪ Long-term compensation was paid or credited at 102.1% of target for fiscal ~~2013 annual cash incentive plan tied solely to~~2016 because Company performance ~~against pre-established~~on the “return on net assets” financial ~~performance goals to 90% from 80%.~~measure was above target levels.

We continue to ~~implement and~~ maintain best practices for executive compensation.


◦	Our compensation programs are designed to mitigate imprudent risk by utilizing, among other things, multiple performance targets and caps on potential payments; and we conduct a risk assessment of incentive-based compensation plans each year.


◦	~~Our equity incentive plan prohibits the repricing or exchange of equity awards without stockholder approval.~~


◦	~~We prohibit hedging and pledging of our Common Stock by executives or directors.~~


◦	Our executives are subject to stock ownership guidelines that require them to reach significant levels of stock ownership and they may not sell more than 50% of Common Stock awarded (except to meet tax withholding obligations) if doing so would cause them to fall below required levels.


◦	We can recover cash- or equity-based compensation paid to executives in various circumstances, including where the compensation is based upon the achievement of specified financial results that are the subject of a subsequent restatement.


◦ Table of Contents	We evaluate share utilization by reviewing overhang levels (the dilutive impact of equity compensation on our stockholders) and analyzing annual run rates (the aggregate shares awarded as a percentage of total outstanding shares).


◦	For fiscal 2013, we recalibrated the group of peer companies reviewed by the Compensation Committee to align more closely with the current size of our business. This recalibration resulted in the removal of five companies from our prior year peer group.

We consider stockholder feedback on executive compensation. At our ~~2013~~2016 annual meeting of stockholders, approximately 98% of the votes cast supported the advisory vote on executive ~~compensation received the support of approximately 98% of the votes cast.~~compensation. We carefully consider feedback from our stockholders regarding executive ~~compensation matters.~~compensation.


◦	Based on strong stockholder support expressed for our executive compensation programs, the Compensation Committee ~~has~~ applied a consistent pay-for-performance philosophy in structuring executive ~~compensation.~~compensation for fiscal 2016.


◦	Stockholders are invited to express their views or concerns on executive compensation directly to the ~~Chairman~~Chair of the Compensation Committee in the manner described ~~above~~ under “Corporate Governance — Communicating with the Board.”

Executive Compensation Program Overview

~~Our Company Performance in Fiscal 2013~~

Highlights of our fiscal 2013 consolidated results from continuing operations include the following elements, some of which were used by the Compensation Committee to assess overall Company performance and determine incentive plan compensation during this period. See Exhibit A for a reconciliation of non-GAAP financial measures to GAAP financial results.

Our net sales in fiscal 2013 were $1,120.8 million, compared to $1,023.9 million in fiscal 2012. Our adjusted net income in fiscal 2013 was $28.8 million. We define adjusted net income for this purpose as consolidated net income adjusted to eliminate discontinued operations, restructuring expenses, the loss on early extinguishment of debt and expenses associated with acquisition-related activities. Income tax expense is calculated at 39.3%.

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Our adjusted operating income for fiscal 2013 was $98.8 million, compared to $66.9 million for fiscal 2012. We define adjusted operating income for this purpose as operating income adjusted to exclude restructuring expenses.

Our adjusted free cash flow for fiscal 2013 was $81.0 million, compared to $49.7 million for fiscal 2012. We define adjusted free cash flow for this purpose as cash flows from operating activities of continuing operations, adjusted for capital expenditures of continuing operations, restructuring expenses, the premium paid on the early extinguishment of debt and acquisition-related activities.

~~In fiscal 2013, certain significant operational and financial accomplishments included:~~

~~Reduced Working Capital~~. During fiscal 2013, we reduced our average investment in working capital as a percentage of net sales to 24.9% from 25.8% in fiscal 2012. Working capital represents an investment by a company to support its business activities. The lower a company can drive its working capital while maintaining its service levels, the more efficiently the company is using its capital. Lower working capital allows for alternative uses of financial resources; for example, to reduce debt, make capital investments and pay dividends to stockholders. We define working capital for this purpose as the average of adjusted current assets less adjusted current liabilities over the course of a year, which measures exclude cash and cash equivalents, debt and items reported as held for sale.

~~Increased Return on Net Assets~~. For compensation purposes, our return on net assets for fiscal 2013 was 21.6%, compared to 17.3% in fiscal 2012. We define return on net assets as the quotient obtained by dividing income tax-effected adjusted operating income plus amortization by the monthly average of working capital and fixed assets. Adjusted operating income excludes restructuring expense. Income taxes are calculated at 39.3%. Amortization is only that arising from business combinations. Working capital excludes cash, items held for sale and debt. Fixed assets is property, plant and equipment plus capitalized software costs reported as part of identifiable intangible assets.

~~Reduced Net Debt and Extended the Maturity of our Credit Agreement~~. At September 30, 2013, net debt was $477.2 million, compared to $539.8 million at September 30, 2012. Since September 30, 2009, we have reduced net debt by $201.4 million. Net debt represents a priority claim on a company's financial resources as a company must service that debt through interest payments and repayments of principal. When a company lowers its debt service requirements, its financial resources are available for other purposes. We define net debt as total debt less cash and cash equivalents. In addition, during fiscal 2013, we amended our credit agreement to extend the maturity date from August 26, 2015 to the earlier of December 18, 2017 and 60 days prior to the final maturity of our senior subordinated notes due June 2017.

~~Compensation Philosophy~~Guiding Principles

The Compensation Committee has identified the following guiding principles in overseeing the compensation program for our executives:




Competitiveness Compensation programs should be designed to target at or about the 50th percentile, plus or minus 15%, of total compensation for comparable executive positions at a customized peer group.		Pay for Performance Where compensation for an executive is tied to the achievement of financial and strategic goals, actual results that exceed target levels should provide above-target payouts, and results that do not exceed threshold levels should not provide payouts.


Responsibility A significant portion of an executive’s overall compensation should be tied to the achievement of financial performance goals. The portion of an executive’s target total compensation that is incentive based should increase as an executive’s responsibilities increase.		Stockholder Alignment Executives’ interests are more directly aligned with stockholders’ interests when compensation programs: • Emphasize both short- and long-term financial performance • Are significantly impacted by the value of Common Stock • Require meaningful Common Stock ownership.

Peer Group Benchmarking and Total Compensation

~~Set Executive~~Each year, the Compensation ~~at Competitive Levels.To attract qualified executives, motivate performance~~Committee, with input from its independent compensation consultant, reviews the prior year peer group. This review focuses on companies that have a primary manufacturing component to their businesses, have similar organizational structures and ~~retain executives~~are publicly traded or otherwise file financial statements with the ~~abilities~~SEC. The 20-company peer group approved by the Compensation Committee for fiscal 2016 (the “Peer Group”) is listed below and ~~skills needed to drive~~is unchanged from the ~~Company's success and build long-term stockholder value, total target compensation should be competitive and should reflect the value of comparable positions in the market and within the Company.~~fiscal 2015 peer group.

~~Motivate Achievement of Financial and Operational / Individual Performance Goals.~~A significant portion of an executive's overall compensation depends on the achievement of financial and operational or individual performance goals determined at the beginning of each fiscal year. Additionally, the portion of an executive's targeted total compensation that is performance-based increases as a function of the executive's responsibilities and ability to influence results.



Fiscal 2016 Peer Group
Ametek, Inc.	IDEX Corporation
Armstrong World Industries, Inc.	Lennox International Inc.
Badger Meter, Inc.	Mueller Industries, Inc.
Briggs & Stratton Corporation	Otter Tail Corporation
Circor International Inc.	Quanex Building Products Corporation
Crane Co.	Roper Technologies, Inc.
Curtiss-Wright Corporation	Tennant Co.
Donaldson Company, Inc.	Valmont Industries, Inc.
EnPro Industries, Inc.	Watts Water Technologies, Inc.
Graco Inc.	Worthington Industries, Inc.

~~Reward Superior Performance.~~While the total compensation for an executive should be both competitive and tied to achievement of financial and strategic goals, we seek to provide above target payouts when actual performance exceeds targeted levels.

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~~Align Executives'~~Each year, the compensation consultant collects Peer Group compensation data and ~~Stockholders' Interests.Executives' interests are more directly aligned with~~prepares an executive benchmarking study using a market regression analysis to size-adjust the ~~interests~~market data for our net sales size as a whole and for each separate business unit. The Compensation Committee regularly reviews the target total compensation of ~~our stockholders when~~each executive and compares it to the total compensation ~~programs:~~for comparable executive positions in the Peer Group. The Compensation Committee targets total compensation at the regressed 50


◦	~~emphasize both short- and long-term financial performance;~~


◦	~~are significantly impacted by the value of Common Stock; and~~


◦	~~require significant ownership of Common Stock.~~

~~A significant portion~~^th percentile of the ~~compensation for our executives is comprised~~Peer Group, plus or minus 15%, subject to individual adjustments based on experience, length of ~~long-term incentive~~service, individual performance and ~~performance-based equity awards; and~~other factors deemed appropriate by the Compensation ~~Committee has adopted stock ownership guidelines that require executives to hold at least 50% of Common Stock acquired through equity awards until specified ownership levels have been met.~~Committee.

Compensation Elements

The following table lists our primary elements of compensation. Each element ~~of our executive compensation programs~~is targeted at or about the 50th percentile for ~~fiscal 2013 was reviewed and approved by the Compensation Committee, with the intention to meet the objectives described~~comparable positions in the ~~following table. For fiscal 2013, incentive compensation represented approximately 72% of our CEO's total target compensation, and an average of 64% of the total target compensation of the other NEOs.~~Peer Group.



~~Element~~	~~Type~~	~~Terms~~	~~Objective / Focus~~
~~Base Compensation~~Pay Element	Salary	~~• Fixed amount of compensation for performing day-to-day responsibilities~~ ~~• Executives generally eligible for increase annually, depending on market data and individual performance.~~	~~• Rewards scope of responsibility, experience and individual performance~~
~~Annual Incentive Compensation~~	~~Performance-Based Annual~~ Bonus	~~• Provides the opportunity for annual performance-based incentive awards for achieving financial, operational and / or individual performance goals measured over the current year~~RSUs	~~• At risk, depending on achievement of financial, operational and individual goals~~
~~Long-Term Incentive Compensation~~	~~Restricted Stock~~ ~~Units~~	~~• Vest over three years from the grant date~~ ~~• Paid in shares of Common Stock upon vesting~~	~~• Provides at-risk variable pay over a number of years~~ ~~• Aligns the long-term interests of executives with stockholders~~ ~~• Promotes retention~~ PRSUs

Who Receives	All NEOs ---------------------------------------------------------------------------------------------------------------------------------------->

When Granted	Generally reviewed every 12 months	Annually	Annually	Annually

Form of Delivery	Cash ---------------------------------------------------------->		Equity --------------------------------------------------------->

Type of Performance	Short-term emphasis ------------------------------------->		Long-term emphasis -------------------------------------->

Performance ~~Restricted Stock Units~~Period	• Ongoing	1 year	Generally vest annually over 3 years	Vests ~~after a multi-year performance cycle~~ ~~• Paid in shares~~at the end of ~~Common Stock upon vesting~~ 3-year award cycles

How Payout Determined	Predominantly tied to Peer Group data, with an element of Compensation Committee discretion	Predominantly formulaic(based on ~~the achievement~~performance against goals), with an element of ~~pre-established financial~~Compensation Committee discretion	Completion of required service period through each vesting date	Formulaic (based on performance ~~targets for each annual performance period~~	~~• Provides at-risk variable pay over a number of years~~ ~~• Earned only upon achievement of Company performance goals over time~~ ~~• Aligns the long-term interests of executives with stockholders~~ against goals); Compensation Committee verifies results
~~Retirement~~	~~Savings Plan~~	~~• A qualified 401(k) plan that provides participants~~
Most Recent Performance Measures	__	Mix of 90% financial results / 10% EHS-related operational goals	Value of delivered shares based on stock price on vesting dates	Absolute improvement in return on net assets

Salary

The Compensation Committee regularly compares the salary of each executive to the regressed 50^th percentile of comparable executives in the Peer Group and uses that benchmark as a guide. Salaries for the NEOs are adjusted, as appropriate, annually on February 1. For fiscal 2016, the salaries for the NEOs were within the 50th percentile of the Peer Group, plus or minus 15%. In February 2016, Mr. Hart received an annual salary increase of 3.0%; Mr. Belknap received a salary increase of 2.5%; Mr. Rogowski received a salary increase of 2.5%; and Ms. Zakas received a salary increase of 3.0%. Mr. Hyland did not receive a salary increase. Instead, he received lump sum merit payment equal to 3% of his salary to recognize individual performance while maintaining alignment of base salary level with prior year levels and the baseline level for future compensation actions by the Compensation Committee. Ms. Zakas also received payments of $5,000 per month, beginning in January 2016, for assuming interim human resources responsibilities. See also “— Annual Cash Incentive Awards — Other Cash Awards”.



Name	Annual Salary Rate at September 30, 2016 ($)	Annual Salary Rate at September 30, 2015 ($)
Gregory E. Hyland	900,000	900,000
Evan L. Hart	405,300	393,500
Keith L. Belknap	430,500	420,000
Gregory E. Rogowski	433,000	422,500
Marietta Edmunds Zakas	341,900	331,900

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Annual Cash Incentive Awards

The Compensation Committee targets annual cash incentive compensation for each executive at the regressed 50^th percentile of comparable executives in the Peer Group. For fiscal 2016, the total target opportunity for each NEO was within the 50th percentile of the Peer Group, plus or minus 15%. Based on actual achieved performance against performance goals, each NEO may earn between 0% and 200% of his or her target opportunity. For fiscal 2016, each NEO could earn an annual cash incentive award based on achievement against financial performance goals (weighted 90%) and EHS-related operational goals (weighted 10%). For financial performance goals, the Compensation Committee determined numeric goals targeting percentage improvements over the prior year’s results. All financial performance and EHS-related operational goals were set with minimum (or threshold), target and maximum objectives for each goal. The Compensation Committee may decrease, but not increase, the amounts payable to participants.

Fiscal 2016 Financial Performance Goals and Results

The Compensation Committee selected financial performance goals for corporate executives based on consolidated adjusted net income and adjusted free cash flow. The Compensation Committee selected these metrics to encourage focus on delivering net income and managing our balance sheet while optimizing cash flow.

The Compensation Committee selected financial performance goals for segment executives based on the applicable segment’s adjusted operating income (defined as operating income, adjusted to exclude certain effects of results of operations of newly acquired or divested businesses, pension settlement expenses and restructuring expenses) and, in the case of Mueller Co., working capital (defined as the segment’s average of adjusted current assets less adjusted current liabilities over the course of fiscal 2016, which measures exclude cash and cash equivalents, deferred income taxes, and debt) as a percent of the segment’s net sales. The Compensation Committee selected these performance goals to encourage focus on increasing adjusted operating income and managing our balance sheet while optimizing cash flow.

The following table shows the fiscal 2016 financial performance targets and actual results applicable to each NEO.

Financial Performance

			Results Required to Achieve Bonus ($ in millions, except for percentages)						2016 Actual Results ($ in millions)		Actual 2016 Payout Factor (% of Target Bonus) unweighted
		Weight (% of Target Bonus)
Name	Metric	Weight (% of Target Bonus)	Threshold (0%)		Target (100%)		Maximum (200%)
Gregory E. Hyland	Consolidated Adjusted Net Income	60	51.8		74.0		96.2		75.8		108.2
Gregory E. Hyland	Consolidated Adjusted Free Cash Flow	30	76.0		95.0		114.0		109.9		178.4
Evan L. Hart	Consolidated Adjusted Net Income	60	51.8		74.0		96.2		75.8		108.2
Evan L. Hart	Consolidated Adjusted Free Cash Flow	30	76.0		95.0		114.0		109.9		178.4
Keith L. Belknap	Consolidated Adjusted Net Income	30	51.8		74.0		96.2		75.8		108.2
	Mueller Systems Adjusted Operating Income (Loss)	30	1.0		1.5		5.0		(5.1	)	—
	Consolidated Adjusted Free Cash Flow	30	76.0		95.0		114.0		109.9		178.4
Gregory S. Rogowski	Mueller Co. Adjusted Operating Income	60	107.6		153.7		199.8		162.4		118.8
Gregory S. Rogowski	Mueller Co. Average Working Capital as a Percent of Net Sales	30	22.1	%	21.2	%	20.1	%	20.8	%	136.4
Marietta Edmunds Zakas	Consolidated Adjusted Net Income	60	51.8		74.0		96.2		75.8		108.2
Marietta Edmunds Zakas	Consolidated Adjusted Free Cash Flow	30	76.0		95.0		114.0		109.9		178.4

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Fiscal 2016 Operational / Individual Performance Goals and Results

The Compensation Committee established operational safety and environmental objectives applicable to each NEO that were tied to reductions in total recordable incidence rates and key performance indicators for sustainability and specific activities identified as leading indicators. Messrs. Hyland and Hart and Ms. Zakas were each awarded 105.22% (unweighted) of their target safety and environmental objectives for fiscal 2016. Messrs. Rogowski and Belknap were awarded 87.51% and 152.09% (both unweighted), respectively, of their target safety and environmental objectives for fiscal 2016. The Compensation Committee used adjusted net income to determine the availability of a pool from which to pay the operational safety and environmental objectives portion of the incentive award to Messrs. Hyland, Rogowski and Belknap.

Fiscal 2016 Annual Cash Incentive Awards

Based on performance in fiscal 2016 against financial and individual performance goals, the target and actual annual cash bonuses for each NEO were:



Name	At Target Performance		At Actual Performance
Name	% of Salary	Amount ($)	% of Target	Amount ($)
Gregory E. Hyland	100	900,000	129.0	1,160,658
Evan L. Hart	75	301,025	129.0	388,208
Keith L. Belknap	70	298,900	101.2	302,454
Gregory E. Rogowski	75	322,125	121.0	389,614
Marietta Edmunds Zakas	60	203,140	129.0	261,973

Other Cash Awards

The Compensation Committee awarded a $100,000 cash bonus to Ms. Zakas in recognition of her interim human resources responsibilities and significant contribution towards strategic initiatives. See also “ — Salary”.

Long-Term Equity-Based Compensation

For fiscal 2016, our long-term incentive program included grants of performance-based restricted stock units (“PRSUs”) and time-vested RSUs. The Compensation Committee targets long-term compensation value for each NEO at the regressed 50th percentile of comparable executives in the Peer Group. For fiscal 2016, target long-term compensation value for each NEO was within the 50th percentile of the Peer Group, plus or minus 15%.

Performance-Based Restricted Stock Units

For fiscal 2016, 50% of target long-term incentive compensation value was awarded in the form of PRSUs. The key terms of the PRSUs are as follows:

Each PRSU award reflects a target number of shares (based on the fair market value of Common Stock on the award date) that may be issued to the award recipient at the end of a three-year award cycle based on the achievement of performance targets.

PRSUs are divided into three equal tranches and each tranche is earned based on the level of achievement against the applicable annual performance target.

Each performance period target is established by the Compensation Committee on an annual basis coinciding with our fiscal year.

At the end of each fiscal year, the Compensation Committee confirms performance against the applicable performance target, and PRSUs representing the level of achievement during that performance period are “banked” for potential payout following the end of the three-year award cycle.

Earned PRSUs are settled in shares of Company stock. The actual number of shares a participant may receive ranges from zero to two times the target number of shares, depending solely on the level of achievement during each performance period within the award cycle.

PRSUs do not convey voting rights or earn dividends.

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Timeline for PRSU Grants

Grant	Fiscal 2014	Fiscal 2015	Fiscal 2016	Fiscal 2017	Fiscal 2018
Fiscal 2014	Performance Period	Performance Period	Performance Period
Fiscal 2015		Performance Period	Performance Period	Performance Period
Fiscal 2016			Performance Period	Performance Period	Performance Period

Performance Measure and Result for Fiscal 2016

The applicable performance target for the fiscal 2016 performance period for PRSU awards made in fiscal 2014, fiscal 2015 and fiscal 2016 was based on the percentage year-over-year improvement in return on net assets, or “RONA.” For these purposes, the term “RONA” has the meaning described under “— Performance and Compensation Highlights”. The performance necessary to earn a target payout required at least a 1.64% year-over-year improvement in RONA, and the performance necessary to earn a maximum payout required a 10.22% year-over-year improvement in RONA. Actual RONA performance for fiscal 2016 was 25.17%, compared to RONA of 24.72% for fiscal 2015, a 1.8% improvement. Accordingly, the recipients of PRSU awards were each credited with 102.1% of the awards attributable to the fiscal 2016 performance period. See “Executive Compensation — Grants of Plan-Based Awards Table”.

PRSU Awards

Common Stock to be issued related to PRSUs awarded in fiscal 2015 (for the three-year award cycle from fiscal 2015 through fiscal 2017) and fiscal 2016 (for the three-year award cycle from fiscal 2016 through fiscal 2018) will not be issued until the Compensation Committee certifies performance results for fiscal 2017 and fiscal 2018, respectively. PRSUs awarded in fiscal 2014 (for the three-year award cycle from fiscal 2014 through fiscal 2016) were issued in December 2016 to award recipients in the following amounts:

PRSU Awards

	Shares Earned
Name	Fiscal 2014⁽¹⁾ (#)	Fiscal 2015⁽¹⁾ (#)	Fiscal 2016 (#)	Total Shares Awarded (#)
Gregory E. Hyland	78,246	—	39,944	118,190
Evan L. Hart	22,026	—	11,244	33,270
Keith L. Belknap	15,648	—	7,990	23,638
Gregory E. Rogowski	21,126	—	10,784	31,910
Marietta Edmunds Zakas	8,802	—	4,494	13,296


(1)	See the definitive proxy statements we filed with the ~~opportunity to defer a portion of their compensation, up to tax code limitations,~~SEC on December 17, 2014 and ~~receive a Company matching contribution~~	~~• 401(k) plan encourages employee savings~~ ~~• We do not offer any non-qualified supplemental savings plans~~January 15, 2016, respectively, for ~~executives~~
~~Other~~	~~Perquisites~~	~~• Certain other benefits provided to executives by~~information concerning target RONA performance and actual RONA performance for the ~~Company, as described below~~	~~• Promote health~~2014 and ~~provide financial, legal, tax and executive long-term disability assistance for executives~~2015 performance periods.

Time-Based Restricted Stock Units

As described above, a portion of an executive’s long-term incentive award value has historically been awarded in the form of time-based RSUs. For fiscal 2016, 50% of target long-term incentive compensation value was awarded in RSUs. The Compensation Committee approves a dollar value for these awards and its compensation consultant determines the number of RSUs that equals that value, based on the grant date stock price. Typically, one-third of the RSUs granted vest on each anniversary of the grant date. See “Executive Compensation — Grants of Plan-Based Awards Table”.

Timing of Equity Awards

While the Compensation Committee may grant equity-based awards at any of its scheduled meetings or by unanimous written consent, it generally grants awards for executives at its November or December meeting each year, except for awards related to promotions or new hires. Grants approved during scheduled meetings become effective and are priced as of the date of approval or as of a pre-determined future date based on a date of hire. Grants approved by unanimous written consent become effective and are priced as of a pre-determined future date.

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All stock options have a per-share exercise price equal to the closing stock price on the New York Stock Exchange on the effective date of the grant.

Retirement Benefits

We offer retirement benefits to our NEOs and other employees to provide a competitive source of retirement income. These retirement benefits are provided through the vehicles described below.

Retirement Savings Plan Applicable to Employees Generally

The Mueller Water Products, Inc. Retirement Savings Plan is a 401(k) plan that provides retirement benefits for our non-union employees and those of our participating subsidiaries. Each of our NEOs participated in the plan in fiscal 2016 on the same basis as our other eligible employees.

Deferred Compensation Plan

Mr. Hyland is the only NEO who participates in a deferred compensation plan. He participates in an unfunded deferred compensation plan (the “Retirement Plan”), pursuant to which we credited a bookkeeping account for him, commencing April16, 2007 and each calendar month thereafter through September16, 2010, with an amount equal to 10% of his then current monthly base salary. The amounts credited to the plan bear interest at 120% of the long-term Applicable Federal Rate (as defined in the Code) until payment. At September30, 2016, $644,060 had been accrued and credited to Mr.Hyland’s deferral account. No further accruals will occur to the account, except for interest. Our fiscal 2016 interest accruals to the plan for Mr.Hyland were $17,669.

Upon termination of his employment with us, other than for cause, all deferred compensation under the Retirement Plan will be paid as a lump sum to Mr.Hyland.

Other Benefits

Perquisites

We provide certain perquisites to the NEOs that the Compensation Committee believes are reasonable and consistent with its overall compensation program. In fiscal 2016, the Compensation Committee offered the NEOs limited perquisites, including a car allowance, life insurance, supplemental long-term disability insurance, and reimbursement for certain financial planning and physical examination expenses. See “Executive Compensation — Summary Compensation Table - All Other Compensation”.

Severance Benefits

Each NEO is entitled to severance benefits. See “Executive Compensation — Potential Payments Upon Termination or Change-in-Control”.

Change-in-Control Agreements

Change-in-control agreements are used to create incentives for executives to build stockholder value and to seek the highest value possible for stockholders should we be acquired, despite the risk of losing employment. Our change-in-control agreements for executives provide for vesting of outstanding equity-based awards upon a change-in-control and operate with a “double trigger”for severance payments, meaning severance payments do not occur unless the executive’s employment is involuntarily terminated (other than for cause or for termination for good reason) within 24 months following a change-in-control. The Compensation Committee believes this structure strikes an appropriate balance of incenting executives without providing benefits to executives who continue to enjoy employment with an acquiring company. The Compensation Committee also believes this structure is more attractive to potential acquiring companies that may place significant value on retaining members of our executive team and may perceive this objective to be undermined if executives receive significant severance payments solely upon the closing of such a transaction.

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan (“ESPP”) provides all of our employees an opportunity to purchase Common Stock, subject to certain restrictions, through regular payroll deductions. During fiscal 2016, Messrs. Hart and Belknap were the only NEOs to participate in the ESPP.

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Health and Welfare Benefits

We generally offer group medical, dental, vision, life and long-term disability insurance in a flexible benefits package to all active U.S. employees, except as otherwise required by collective bargaining agreements. Employees are provided life insurance up to one times their base salaries at no charge, other than related income taxes, to the employee. For an additional charge, employees may obtain coverage of up to four times their base salary up to a maximum life insurance benefit of $1,250,000. NEOs participate on the same basis as other eligible employees.

Other Factors Considered by the Compensation Committee

Risk and Incentive Compensation

The Compensation Committee has conducted an assessment of our compensation policies and practices and ~~has concluded that~~does not believe these policies and practices ~~do not create risks that~~ are reasonably likely to have a material adverse effect on ~~the Company.~~us. This ~~process~~assessment included a review of the risk profile of our compensation policies and practices for all employees. To facilitate its review, the Compensation Committee engaged its ~~independent~~ compensation consultant to review ~~the Company's~~our compensation structure to identify ~~any~~ design elements that might encourage excessive risk taking. The compensation consultant discussed its review and conclusions with the Compensation ~~Committee its review and~~

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~~conclusions about our compensation policies and practices. The Compensation Committee concluded that the Company's incentive plans are not likely to encourage excessive risk taking.~~

Committee. In conducting its review, the Compensation Committee noted several ~~of the Company's compensation~~ policies and practices that mitigate risk, including:

~~using~~Using multiple performance measures in annual incentive ~~awards;~~

awards and capping payout ~~levels for annual bonuses;~~levels;

~~maintaining~~Maintaining the ability to reduce annual incentive awards, based on its independent judgment;

Using multiple long-term incentive vehicles;

Using overlapping multi-year award cycles in connection with performance shares and capping payout levels; and

Maintaining stock ownership guidelines, an anti-hedging policy and a clawback policy.

Tally Sheets

The Compensation Committee regularly reviews “tally sheets” for each executive. The tally sheets contain information concerning prior years’ compensation, proposed compensation for the ~~independent judgment~~current year, outstanding equity-based awards (both vested and unvested) and various termination-of-employment scenarios. The tally sheets enable the Compensation Committee to view and evaluate many facets of executive compensation, understand the magnitude of potential payouts as a result of termination-of-employment scenarios and consider changes to our compensation programs, arrangements and plans in light of emerging trends.

Wealth Accumulation Review

The Compensation Committee reviews “wealth accumulation” calculations, such as projections of how much stock an executive is projected to earn or accrue over time through cash and equity-based compensation or through certain benefits.

Other Compensation Practices and Policies

Role of Compensation Consultant in Compensation Decisions

The Compensation Committee has sole authority to select and retain a compensation consultant, including authority to approve fees and retention terms. For fiscal 2016, the Compensation Committee retained Meridian Compensation Partners, LLC as its compensation consultant. The Compensation Committee reviews the performance of its compensation consultant annually.

In fiscal 2016, the compensation consultant’s responsibilities included, but were not limited to:

Providing recommendations regarding the composition of our Peer Group;

Preparing and analyzing Peer Group compensation and plan design data;

Reviewing and advising on the performance measures to be used in incentive awards;

Valuing equity-based awards; and

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Reviewing and advising on principal aspects of executive and non-employee director compensation, including base salaries, bonuses and equity-based awards for executives, and cash compensation and equity-based awards for non-employee directors.

The Compensation Committee considered the independence of its compensation consultant in light of standards under the NYSE Manual. The Compensation Committee requested and received a letter from the compensation consultant addressing its independence, including the factors described below:

Other services provided to us by the consultant;

Fees paid by us as a percentage of the consultant’s total revenue;

Policies or procedures maintained by the consultant that are designed to prevent a conflict of interest;

Any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee;

~~using multiple long-term incentive vehicles;~~

~~using overlapping multi-year performance periods~~Any Common Stock owned by the individual consultants involved in ~~connection with performance shares;~~

~~maintaining change-in-control severance arrangements applicable to senior executives;~~

~~maintaining stock ownership guidelines applicable to senior executives;~~

~~maintaining an anti-hedging policy;~~the engagement; and

~~maintaining a clawback policy applicable to executives.~~Any business or personal relationships between our executives and the consultant or the individual consultants involved in the engagement.

The Compensation Committee believes that the base salaries of our executives, reviewed against the salaries of similarly situated executives at peer group companies, are a sufficient component of total compensation to discourage excessive risk taking. The Compensation Committee approves financial and individual performance goals under our annual and long-term performance-based compensation plans that it and management believe can be achieved without the need to take imprudent risks or make inappropriate changes to our businesses or strategy. The Compensation Committee annually considers revisionstook into account these considerations, along with other factors relevant to the ~~metrics used for incentive~~ compensation consultant’s independence from management, and ~~reviews progress against them during~~concluded the ~~year. The Compensation Committee believes~~compensation consultant is independent and the use of widely-accepted financial and other metrics with carefully determined thresholds and maximums makes it unlikely that the risk to the Company will be increased in any material way. Long-term incentive awards for executives are equity-based awards that vest over multiple years, and value is enhanced only through appreciationengagement of the ~~price~~compensation consultant and the services rendered by the compensation consultant did not raise any conflict of ~~our Common Stock, in the case of RSUs, or achievement of pre-established financial performance targets for each year of the performance period, in the case of performance RSUs.~~interest.

~~Role of Management in Compensation Decisions~~

The Compensation Committee and the Chief Executive Officer discuss the financial metrics intended to closely align performance targets of the business units and the Company with the strategic goals of the Company. The Compensation Committee and the Chief Executive Officer also discuss the operational or individual goals and desired initiatives for each executive to determine the goals that should be used and the extent to which performance targets are achieved.Wealth Accumulation Review

The Compensation Committee reviews ~~information provided by its~~“wealth accumulation” calculations, such as projections of how much stock an executive is projected to earn or accrue over time through cash and equity-based compensation ~~consultant~~or through certain benefits.

Other Compensation Practices and uses that information as a reference point for the components of compensation. The Chief Executive Officer makes recommendations to the Compensation Committee for executives other than himself with respect to annual salary adjustments, annual incentive adjustments and grants of equity awards under the Company's incentive plans. The Compensation Committee makes the final decision with respect to the compensation of these executives, taking into consideration the Chief Executive Officer's recommendations.Policies

The Compensation Committee annually receives input from the entire Board with respect to the Chief Executive Officer's performance and recommends his compensation level to the Board. The Board discusses and approves the annual salary of the Chief Executive Officer. The Chairman of the Compensation Committee and another Compensation Committee member designated by the Chairman meet with the Chief Executive Officer to discuss the Chief Executive Officer's performance and compensation based on evaluations received from the Board. These discussions are considered by the Compensation Committee in setting all elements of the compensation for the Chief Executive Officer.

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In fiscal 2013, the Chief Executive Officer was present at all of the Compensation Committee meetings, but was excused from the executive sessions of the Compensation Committee and did not participate in meetings or deliberations where his compensation was discussed.

Role of Compensation Consultant in Compensation Decisions

The Compensation Committee has sole authority to select and retain a compensation consultant, including authority to approve fees and retention terms. For fiscal ~~2013,~~2016, the Compensation Committee retained Meridian Compensation Partners, LLC as its compensation consultant. The Compensation Committee reviews the performance of its compensation consultant annually.

In fiscal ~~2013,~~2016, the compensation ~~consultant's~~consultant’s responsibilities included, but were not limited to:

~~providing~~Providing recommendations regarding the composition of our ~~peer group;~~Peer Group;

~~preparing~~Preparing and analyzing ~~peer group~~Peer Group compensation and plan design data;

~~reviewing~~Reviewing and advising on the performance measures to be used in incentive awards;

~~valuing~~Valuing equity-based awards; and

~~reviewing~~

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~~In October 2013, the~~The Compensation Committee considered the independence of its compensation consultant in light of ~~new~~standards under the NYSE ~~listing standards.~~Manual. The Compensation Committee requested and received a letter from the compensation consultant addressing ~~the consulting firm~~'sits independence, including the ~~following factors:~~factors described below:

~~other~~Other services provided to ~~the Company~~us by the consultant;

~~fees~~Fees paid by us as a percentage of the ~~consulting firm~~'sconsultant’s total revenue;

~~policies~~Policies or procedures maintained by the ~~consulting firm~~consultant that are designed to prevent a conflict of interest;

~~any~~Any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee;

~~any~~Any Common Stock owned by the individual consultants involved in the engagement; and

~~any~~Any business or personal relationships between our ~~executive officers~~executives and the ~~consulting firm~~consultant or the individual consultants involved in the engagement.

The Compensation Committee ~~discussed~~took into account these considerations, along with other factors relevant to the compensation consultant’s independence from management, and concluded ~~that~~ the compensation consultant ~~was~~is independent and ~~that~~ the ~~work~~engagement of the compensation consultant and the services rendered by the compensation consultant did not raise any conflict of interest.

~~Factors Considered by the Compensation Committee~~

~~Peer Group Benchmarking and Total Compensation~~

Each year, the Compensation Committee, with the input of its independent compensation consultant, reviews the prior year peer group. This review includes considering companies that likely compete with the Company for executive talent, companies with similar organizational structures and companies that have a primary manufacturing component to their businesses and are publicly traded or otherwise file financial statements with the SEC. For fiscal 2013, the Compensation Committee recalibrated the group of peer companies to align more closely with the current size of our business. This recalibration resulted in the removal of five companies from our prior year peer group. The 19-company peer group (the "Peer Group") is listed below.

Every other year, the compensation consultant collects peer group compensation data and prepares an executive benchmarking study using a market regression analysis to size-adjust the market data for the net sales size of the Company as a whole and for each separate business unit. In setting pay opportunities for fiscal 2013, the Compensation Committee referenced an executive benchmarking study completed in October 2012.

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The Compensation Committee regularly reviews the target total compensation of each executive and compares it to the target total compensation for comparable executive positions in the Peer Group. The Compensation Committee targets total compensation at the regressed 50^th percentile of the Peer Group plus or minus 15%, subject to individual adjustments based on experience, length of service, individual performance and other factors deemed appropriate by the Compensation Committee. Depending on business and individual performance results, an executive's total compensation may be within, below or above the target range for that position.



~~Fiscal 2013 Peer Group~~
~~Ametek, Inc.~~	~~Mueller Industries, Inc.~~
~~Armstrong World Industries, Inc.~~	~~Otter Tail Corporation~~
~~Badger Meter, Inc.~~	~~Quanex Building Products Corporation~~
~~Crane Co.~~	~~Robbins & Myers, Inc~~
~~Curtiss-Wright Corporation~~	~~Roper Industries, Inc.~~
~~Donaldson Company, Inc.~~	~~Sauer-Danfoss Inc.~~
~~EnPro Industries, Inc.~~	~~Valmont Industries, Inc.~~
~~Graco Inc.~~	~~Watts Water Technologies, Inc.~~
~~IDEX Corproation~~	~~Worthington Industries, Inc.~~
~~Lennox International Inc.~~

~~Tally Sheets~~

~~The Compensation Committee regularly reviews~~ “~~tally sheets~~” for each executive, which are prepared by management and reviewed by the compensation consultant prior to being provided to the Compensation Committee. The tally sheets contain information concerning prior years' compensation, proposed compensation for the current year, outstanding equity-based awards (both vested and unvested) and various termination-of-employment scenarios. The tally sheets enable the Compensation Committee to view and evaluate many facets of executive compensation, understand the magnitude of potential payouts as a result of termination-of-employment scenarios and consider changes to our compensation program, arrangements and plans in light of emerging trends.

~~Wealth Accumulation Review~~Timing of Equity Awards

~~The Compensation Committee reviews certain~~ “~~wealth accumulation~~” calculations, such as projections of how much an executive is projected to earn or accrue over time through cash and equity-based compensation or through certain benefits. The most variable vehicle for wealth accumulation is equity-based awards, and the Compensation Committee intends for recipients of equity-based awards to receive their full benefit with improved Company performance and the resulting improvement in the per-share price of our Common Stock. This review is intended to ensure that management's interests are aligned with the long-term interests of the Company and its stockholders.

~~Compensation Elements~~

~~Salary~~

~~The Compensation Committee regularly compares the salary of each executive to the regressed 50~~^th ~~percentile of comparable executives in the Peer Group and uses that benchmark as a guide. In some cases~~While the Compensation Committee may ~~set salaries higher~~grant equity-based awards at any of its scheduled meetings or ~~lower than the 50~~^th ~~percentile. Salaries~~by unanimous written consent, it generally grants awards for ~~the NEOs~~executives at its November or December meeting each year, except for awards related to promotions or new hires. Grants approved during scheduled meetings become effective and are ~~adjusted,~~priced as ~~appropriate, on February 1 of each year. As a result~~ of the ~~Compensation Committee's assessment~~date of ~~the October 2012 benchmarking study, the NEOs (other than Mr. Belknap) did not receive an increase in annual salary in February 2013. These determinations were intended to ensure the salary~~approval or as of ~~each NEO was within the plus or minus 15% range~~a pre-determined future date based on a date of ~~the 50~~^th ~~percentile.~~hire. Grants approved by unanimous written consent become effective and are priced as of a pre-determined future date.

Name
Annual Salary Rate at
September 30, 2013 ($)
Annual Salary Rate at
September 30, 2012 ($)
Gregory E. Hyland 875,000 875,000
Evan L. Hart 369,100 369,100
Keith L. Belknap 334,750 325,000
Gregory E. Rogowski 398,200 398,200
Thomas E. Fish 389,800 389,800

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~~Annual Cash Incentive Awards~~All stock options have a per-share exercise price equal to the closing stock price on the New York Stock Exchange on the effective date of the grant.

Retirement Benefits

We offer retirement benefits to our NEOs and other employees to provide a competitive source of retirement income. These retirement benefits are provided through the vehicles described below.

Retirement Savings Plan Applicable to Employees Generally

Deferred Compensation Plan

Upon termination of his employment with us, other than for cause, all deferred compensation under the Retirement Plan will be paid as a lump sum to Mr.Hyland.

Other Benefits

Perquisites

Severance Benefits

Each NEO is entitled to severance benefits. See “Executive Compensation — Potential Payments Upon Termination or Change-in-Control”.

Change-in-Control Agreements

Change-in-control agreements are used to create incentives for executives to build stockholder value and to seek the highest value possible for stockholders should we be acquired, despite the risk of losing employment. Our change-in-control agreements for executives provide for vesting of outstanding equity-based awards upon a change-in-control and operate with a “double trigger”for severance payments, meaning severance payments do not occur unless the executive’s employment is involuntarily terminated (other than for cause or for termination for good reason) within 24 months following a change-in-control. The Compensation Committee ~~compares~~believes this structure strikes an appropriate balance of incenting executives without providing benefits to executives who continue to enjoy employment with an acquiring company. The Compensation Committee also believes this structure is more attractive to potential acquiring companies that may place significant value on retaining members of our executive team and may perceive this objective to be undermined if executives receive significant severance payments solely upon the ~~target annual cash incentive compensation~~closing of ~~each executive~~such a transaction.

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan (“ESPP”) provides all of our employees an opportunity to ~~the regressed 50~~^th ~~percentile of comparable executives in the Peer Group and uses that benchmark as a guide. For~~purchase Common Stock, subject to certain restrictions, through regular payroll deductions. During fiscal ~~2013, the total target opportunity for the NEOs was within the 50~~^th percentile of the Peer Group, plus or minus 15%, and was weighted, in the case of Messrs. Hyland, Rogowski and Fish, 90% based on the achievement of two financial performance goals described below and 10% based on the achievement of safety performance goals and, in the case of2016, Messrs. Hart and Belknap ~~80% based on~~were the achievement of two financial performance goals described below and 20% based on the achievement of individual performance goals. Under the annual incentive plan, the Compensation Committee may decrease, but not increase, the amounts payableonly NEOs to ~~participants.~~

~~Financial Performance Goals~~

For corporate executives, the financial performance goals selected by the Compensation Committee for fiscal 2013 were based on adjusted net income (defined as consolidated net income adjusted to eliminate discontinued operations, restructuring charges, amortization of deferred losses on interest rate swap contracts, effect of certain valuation allowances against deferred income tax assets, loss on early extinguishment of debt, and certain other nonrecurring costs) and adjusted free cash flow (defined as consolidated cash flows from operating activities adjusted to remove primarily restructuring charges less capital expenditures). The Compensation Committee chose these metrics to encourage particular focus on delivering net income and managing the balance sheet while optimizing cash flow.

For segment executives, the financial performance goals selected by the Compensation Committee were based on the segment's adjusted operating income (defined as operating income, adjusted to exclude the operating results of Mueller Systems,participate in the case of Mueller Co., and restructuring charges) and working capital (defined as the segment's average of adjusted current assets less adjusted current liabilities over the course of fiscal 2013, which measures exclude cash and cash equivalents and debt) as a percent of the segment's net sales. The Compensation Committee chose these performance goals to encourage particular focus on delivering operating income and managing the balance sheet while optimizing cash flow.ESPP.

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The following table shows the fiscal 2013 financial performance targets for each NEO along with the actual results. The Compensation Committee determined numeric goals targeting percentage increases over the prior year's results.

Health and Welfare Benefits

Financial Performance

Results Required to Achieve
Bonus ($ in millions, except for percentages)
2013
Actual
Results
($ in millions)
Actual 2013
Payout
Factor
(% of
Target
Bonus)

Name Financial/Performance Metric Weight Threshold
Target
(100%)
Maximum
(200%)
Gregory E. Hyland
Consolidated Adjusted
Net Income
60% 2.5 27.2 52.2 28.8 106.4

Consolidated Adjusted
Free Cash Flow
30% 23.2 59.9 97.3 81.0 156.4
Evan L. Hart
Consolidated Adjusted
Net Income
50% 2.5 27.2 52.2 28.8 106.4

Consolidated Adjusted
Free Cash Flow
30% 23.2 59.9 97.3 81.0 156.4
Keith L. Belknap
Consolidated Adjusted
Net Income
50% 2.5 27.2 52.2 28.8 106.4

Consolidated Adjusted
Free Cash Flow
30% 23.2 59.9 97.3 81.0 156.4
Gregory S. Rogowski Mueller Co. Base and Echologics Adjusted Income from Operations 60% 62.2 88.8 115.4 98.6 136.8
Mueller Co. Base and Echologics Average Working Capital as a Percent of Net Sales 30% 26.1% 24.4% 22.9% 25.0% 64.7
Thomas E. Fish Anvil Adjusted Income from Operations 60% 28.0 40.0 52.0 40.3 102.5
Anvil Average Working Capital as a Percent of Net Sales 30% 23.8% 23.2% 21.8% 22.7% 135.7

~~Operational / Individual Performance Goals~~

~~Historically, the Compensation Committee,~~We generally offer group medical, dental, vision, life and long-term disability insurance in a flexible benefits package to all active U.S. employees, except as ~~administrator of the annual incentive plan, has established individual performance goals for senior executives. All individual performance goals~~otherwise required by collective bargaining agreements. Employees are set with minimum (or threshold), target and maximum objectives for each individual performance goal. For fiscal 2013, the Compensation Committee replaced individual performance goals with safety goals for Messrs. Hyland, Rogowski and Fish. The Compensation Committee made this changeprovided life insurance up to ~~encourage particular focus on delivering safety performance improvements across our business. All safety goals are set with minimum (or threshold), target and maximum objectives for each safety goal.~~

~~In fiscal 2013, individual goals had a total weight of 10% of the total cash incentive target for Messrs. Hyland, Rogowski and Fish, and 20% for~~one times their base salaries at no charge, other ~~executive officers.~~

~~Individual goals are designed to be quantifiable~~than related income taxes, to the ~~extent practicable and are also reviewed subjectively.~~employee. For ~~example, individual goals for fiscal 2013 included specific initiatives related~~an additional charge, employees may obtain coverage of up to ~~improvements in specific productivity metrics, compliance-related objectives and specific improvements tied~~four times their base salary up to ~~financial results.The percent achievement~~a maximum life insurance benefit of ~~individual goals is initially determined by the executive's direct supervisor and further reviewed by the Chief Executive Officer, with the Compensation Committee making the final decision based~~$1,250,000. NEOs participate on the ~~CEO~~’~~s recommendations.~~same basis as other eligible employees.

~~In fiscal 2013, the Compensation Committee used adjusted net income to determine the availability of a pool from which to pay the safety goal portion of Mr. Hyland~~'s incentive award. Based on his achievement of safety goals for fiscal 2013, the Compensation Committee determined that Mr. Hyland had earned an incentive award for the individual performance portion of $128,188.

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~~Fiscal 2013 Annual Cash Incentive Awards~~

~~Based on performance in fiscal 2013 against all performance goals, the following were the target and actual incentive plan awards for fiscal 2013 for each NEO:~~

Name At Target Performance At Actual Performance
% of
Salary
Amount ($)
% of
Salary
Amount ($)
Gregory E. Hyland 100 875,000 125.4 1,097,338
Evan L. Hart 75 276,825 91.1 336,398
Keith L. Belknap 60 198,900 75.7 250,853
Gregory E. Rogowski 75 298,650 88.1 350,705
Thomas E. Fish 75 292,350 85.5 333,133

~~Long-Term Equity-Based Compensation~~

Long-term equity-based compensation has historically comprised grants of RSUs and options. Beginning with fiscal 2013, to further enhance the pay for performance aspects of our compensation program, we redesigned our long-term incentive program to issue grants of performance-based restricted stock units ("PRSUs") instead of stock options.

~~Performance-Based Restricted Stock Units~~

For fiscal 2013, 50% of target long-term incentive compensation value was awarded in this form of PRSUs, which vest solely on the basis of achievement of pre-approved performance goals over the applicable performance period. The key terms of the PRSUs are as follows:

Each PRSU award reflects a target number of shares that may be issued to the award recipient at the end of a three-year performance period (or two-year period in the case of the “transition period PRSU awards” described below) if performance targets are achieved.

~~Performance targets are established~~Other Factors Considered by the Compensation Committee ~~on an annual basis, within 90 days of the beginning of each fiscal year during the performance period.~~

~~At the end of each fiscal year, the~~

Risk and Incentive Compensation Committee certifies performance against the applicable performance targets, and PRSUs representing the level of achievement during that fiscal year are "banked" for potential payout at the end of the three-year performance period.

The Compensation Committee ~~determines the actual number~~has conducted an assessment of ~~shares the recipient receives at the end~~our compensation policies and practices and does not believe these policies and practices are reasonably likely to have a material adverse effect on us. This assessment included a review of the ~~three-year period based on results achieved as compared to the performance targets over the entire performance period.~~

~~The actual number~~risk profile of ~~shares a participant may receive ranges from zero to two times the target number of shares, depending solely on performance during each year of the three-year period.~~

~~PRSUs do not convey voting rights or earn dividends.~~

~~PRSUs vest on the last day of the three-year performance period, unless vested sooner due to a change-in-control of the Company or the participant's death, disability or retirement.~~

~~In redesigning the program,~~our compensation policies and practices for all employees. To facilitate its review, the Compensation Committee ~~considered~~engaged its compensation consultant to review our compensation structure to identify design elements that ~~structuring payouts under PRSU~~might encourage excessive risk taking. The compensation consultant discussed its review and conclusions with the Compensation Committee. In conducting its review, the Compensation Committee noted several policies and practices that mitigate risk, including:

Using multiple performance measures in annual incentive awards and capping payout levels;

Maintaining the ability to reduce annual incentive awards, based on its independent judgment;

Using multiple long-term incentive vehicles;

Using overlapping ~~three-year~~multi-year award cycles in connection with performance ~~periods mitigates against executives being rewarded~~shares and capping payout levels; and

Maintaining stock ownership guidelines, an anti-hedging policy and a clawback policy.

Tally Sheets

The Compensation Committee regularly reviews “tally sheets” for ~~taking excessive risk.~~

~~If earned,~~each executive. The tally sheets contain information concerning prior years’ compensation, proposed compensation for the ~~PRSUs granted to the executive officers in November 2012 with a three-year performance period will not be issued until~~current year, outstanding equity-based awards (both vested and unvested) and various termination-of-employment scenarios. The tally sheets enable the Compensation Committee ~~certifies performance results for~~to view and evaluate many facets of executive compensation, understand the ~~fiscal year ending September 30, 2015.~~magnitude of potential payouts as a result of termination-of-employment scenarios and consider changes to our compensation programs, arrangements and plans in light of emerging trends.

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~~Transition Period PRSU Awards~~. Because the PRSU awards described above, if earned, will not be issued before September 30, 2015, a transition period PRSU grant was also awarded to executive officers in November 2012. The transition PRSU award covers the initial two years of the redesigned program. If earned, the transition PRSUs will be paid in cash, with each share earned converted into cash at the then closing stock price of our Common Stock.

~~Performance Measure and Results for Fiscal 2013~~. For PRSU awards granted in fiscal 2013, the initial year of the redesigned program, the Compensation Committee approved the percentage year-over-year improvement in return on net assets, or “RONA”, as the applicable financial performance metric. For these purposes, the term RONA has the meaning described under “— Overview — Our Company Performance in Fiscal 2013” above. The performance necessary to earn a target payout required RONA improvement of 11.41%, and the performance necessary to earn a maximum payout required RONA improvement of 22.82%.

Our actual RONA performance for fiscal 2013 was 21.6% compared to RONA of 17.3% for fiscal 2012. Based on this achievement, the Committee certified fiscal 2013 RONA performance at 200% of target. Accordingly, recipients of PRSU awards granted in fiscal 2013 were each credited with a rate of 200% of the awards attributable to the fiscal 2013 performance period.

~~Time-Based Restricted Stock Units~~

As described above, a portion of an executive's long-term incentive award value has historically been awarded in the form of time-based RSUs. For fiscal 2013, 50% of long-term incentive compensation value was awarded in this form. The Compensation Committee approves a dollar value for these RSUs and its compensation consultant determines a specified number of RSUs that equals that value. In determining the actual number of RSUs to be granted, the Compensation Committee relied on calculations provided by its compensation consultant. The economic value calculated for each award is based on a discounted value methodology for RSUs. RSUs typically vest one-third of the units granted on each anniversary of the grant date.

Timing of Equity Awards

While the Compensation Committee may grant equity-based awards at any of its scheduled meetings or by unanimous written consent, it generally grants awards for executives at its November or December meeting each year, except for awards related to promotions or new hires. Grants approved during scheduled meetings become effective and are priced as of the date of approval or as of a pre-determined future date based on ~~hire date.~~a date of hire. Grants approved by unanimous written consent become effective and are priced as of a pre-determined future date.

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All stock options have a per-share exercise price equal to the closing stock price on the New York Stock Exchange on the effective date of the grant.

Retirement Benefits

~~The Company offers~~We offer retirement benefits to ~~its executives~~our NEOs and other employees to provide a competitive source of retirement income. These retirement benefits are provided through the vehicles described below.

Retirement Savings Plan Applicable to Employees Generally

The Mueller Water Products, Inc. Retirement Savings Plan (“~~Savings Plan~~”) is a 401(k) plan that provides retirement benefits for our non-union employees and those of ~~the Company and~~our participating subsidiaries. Each of our NEOs participated in the ~~Savings Plan~~plan in fiscal ~~2013~~2016 on the same basis as our other eligible employees.

Deferred Compensation Plan

~~In accordance with the terms of Mr.Hyland's employment agreement with Walter Industries, Inc. (now Walter Energy), dated September9, 2005, the Company adopted a limited retirement savings plan effective from April1, 2007.That employment agreement was assigned to and assumed by the Company on December14, 2006 and has been subsequently amended and restated without changing the amount of the benefit to which~~ Mr. Hyland is ~~entitled. The plan is~~the only NEO who participates in a deferred compensation plan. He participates in an unfunded deferred compensation plan ~~of deferred compensation.Under the plan, the Company~~(the “Retirement Plan”), pursuant to which we credited a bookkeeping account for ~~Mr.Hyland,~~him, commencing April 16, 2007 and ~~as of the 16~~^th ~~day of~~ each calendar month thereafter through September 16, 2010, with an amount equal to 10% of ~~Mr.Hyland's~~his then current monthly base salary. The amounts credited to the plan bear interest at 120% of the long-term Applicable Federal Rate (as defined in the ~~Internal Revenue~~ Code) until payment. At September 30, ~~2013, $584,232 has~~2016, $644,060 had been accrued and credited to Mr. ~~Hyland's~~Hyland’s deferral ~~account, and no~~account. No further accruals will occur to the account, except for interest. Our fiscal 2016 interest accruals to the plan for Mr.Hyland were $17,669.

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Upon termination of ~~Mr.Hyland's~~his employment ~~at the Company,~~with us, other than for cause, all deferred compensation under the ~~plan~~Retirement Plan will be paid as a lump sum to Mr. ~~Hyland, subject to the terms of the plan. Upon a termination of employment for cause, the entire plan account will be forfeited. The Company's fiscal 2013 accruals to the plan for Mr.Hyland were $17,982.~~Hyland.

Other Benefits

Perquisites

~~The Company provides~~We provide certain perquisites to the NEOs that the Compensation Committee believes are reasonable and consistent with its overall compensation program. The perquisites provided are intended to contribute to the improved health of the executives, facilitate business development, enhance personal financial management or represent a competitive practice that helps to attract and retain executives.

In fiscal ~~2013,~~2016, the Compensation Committee offered ~~its~~the NEOs limited perquisites, including a car allowance, life insurance, supplemental long-term disability insurance, and reimbursement for certain financial planning and physical examination expenses. See “Executive Compensation — Summary Compensation Table - All Other Compensation”.

Severance Benefits

Each NEO is entitled to severance benefits. See “~~Executive~~“Executive Compensation — Potential Payments Upon Termination or ~~Change-in-Control.~~”Change-in-Control”.

Change-in-Control Agreements

Change-in-control agreements are used to create incentives for executives to build stockholder value and to seek the highest value possible for stockholders should ~~the Company~~we be acquired, despite the risk of losing employment. ~~The Company's~~Our change-in-control agreements for executives provide for vesting of outstanding equity-based awards upon a change-in-control and operate with a “double trigger”“~~double trigger~~” for severance payments, meaning ~~that~~ severance payments do not occur unless the ~~executive's~~executive’s employment is involuntarily terminated (other than for cause or for termination for good reason) within 24 months following a change-in-control. The Compensation Committee believes this structure strikes an appropriate balance of incenting executives without providing benefits to executives who continue to enjoy employment with an acquiring company. The Compensation Committee also believes this structure is more attractive to potential acquiring companies ~~who~~that may place significant value on retaining members of our executive team and ~~who~~ may perceive this objective to be undermined if executives receive significant severance payments solely upon the closing of such a transaction.

Employee Stock Purchase Plan

~~The Company's~~Our Employee Stock Purchase Plan ~~("ESPP"~~(“ESPP”) provides all ~~Company~~of our employees an opportunity to purchase Common Stock, subject to certain restrictions, through regular payroll deductions. The purchase price is equal to 85% of the lesser of the closing price of Common Stock on the first trading day of the offering period and the closing price of Common Stock on the last trading day of the offering period. During fiscal ~~2013,~~2016, Messrs. Hart and Belknap were the only NEOs to participate in the ESPP.

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Health and Welfare Benefits

~~The Company~~We generally ~~offers~~offer group medical, dental, vision, life and long-term disability insurance in a flexible benefits package to all active U.S. employees, except as otherwise required by collective bargaining agreements. ~~Every employee is~~Employees are provided life insurance up to one times ~~his or her~~their base ~~salary~~salaries at no charge, other than related income taxes, to the employee. For an additional charge, ~~the employee~~employees may obtain coverage of up to four times ~~his or her~~their base salary up to a maximum life insurance benefit of $1,250,000. NEOs participate on the same basis as other eligible employees.

Other Factors Considered by the Compensation Committee

Risk and Incentive Compensation

The Compensation Committee has conducted an assessment of our compensation policies and practices and does not believe these policies and practices are reasonably likely to have a material adverse effect on us. This assessment included a review of the risk profile of our compensation policies and practices for all employees. To facilitate its review, the Compensation Committee engaged its compensation consultant to review our compensation structure to identify design elements that might encourage excessive risk taking. The compensation consultant discussed its review and conclusions with the Compensation Committee. In conducting its review, the Compensation Committee noted several policies and practices that mitigate risk, including:

Using multiple performance measures in annual incentive awards and capping payout levels;

Maintaining the ability to reduce annual incentive awards, based on its independent judgment;

Using multiple long-term incentive vehicles;

Using overlapping multi-year award cycles in connection with performance shares and capping payout levels; and

Maintaining stock ownership guidelines, an anti-hedging policy and a clawback policy.

Tally Sheets

The Compensation Committee regularly reviews “tally sheets” for each executive. The tally sheets contain information concerning prior years’ compensation, proposed compensation for the current year, outstanding equity-based awards (both vested and unvested) and various termination-of-employment scenarios. The tally sheets enable the Compensation Committee to view and evaluate many facets of executive compensation, understand the magnitude of potential payouts as a result of termination-of-employment scenarios and consider changes to our compensation programs, arrangements and plans in light of emerging trends.

Wealth Accumulation Review

Other Compensation Practices and Policies

Role of Compensation Consultant in Compensation Decisions

In fiscal 2016, the compensation consultant’s responsibilities included, but were not limited to:

Providing recommendations regarding the composition of our Peer Group;

Preparing and analyzing Peer Group compensation and plan design data;

Reviewing and advising on the performance measures to be used in incentive awards;

Valuing equity-based awards; and

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Other services provided to us by the consultant;

Fees paid by us as a percentage of the consultant’s total revenue;

Policies or procedures maintained by the consultant that are designed to prevent a conflict of interest;

Any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee;

Any Common Stock owned by the individual consultants involved in the engagement; and

Any business or personal relationships between our executives and the consultant or the individual consultants involved in the engagement.

The Compensation Committee took into account these considerations, along with other factors relevant to the compensation consultant’s independence from management, and concluded the compensation consultant is independent and the engagement of the compensation consultant and the services rendered by the compensation consultant did not raise any conflict of interest.

Role of Management in Compensation Decisions

The Compensation Committee reviews information provided by its compensation consultant and uses that information as a reference point for the components of compensation. The Compensation Committee and the Chief Executive Officer discuss the financial metrics and operational goals intended to closely align performance targets of the business units and the Company as a whole with our strategic goals. The Chief Executive Officer makes recommendations to the Compensation Committee for executives other than himself with respect to annual salary adjustments, annual incentive adjustments and grants of equity-based awards under our incentive plans. The Compensation Committee makes the final decision with respect to the compensation of these executives, taking into consideration the Chief Executive Officer’s recommendations.

The Compensation Committee annually receives input from the entire Board with respect to the Chief Executive Officer’s performance and recommends his compensation level to the Board. The Board discusses and approves the annual salary of the Chief Executive Officer. The Chair of the Compensation Committee and another Compensation Committee member designated by the Chair meet with the Chief Executive Officer to discuss the Chief Executive Officer’s performance and compensation based on evaluations received from the Board. These discussions are considered by the Compensation Committee in setting all elements of compensation for the Chief Executive Officer.

In fiscal 2016, the Chief Executive Officer was present at all of the Compensation Committee meetings, but was excused from the executive sessions of the Compensation Committee and did not participate in meetings or deliberations during which his compensation was discussed.

Income Tax Consequences of Executive Compensation

Section162(m) of the ~~Internal Revenue~~ Code ~~limits the~~generally denies a corporate tax ~~deductibility of~~deduction for annual compensation exceeding $1 million paid to NEOs (other than the ~~chief financial officer)~~CFO). The limitation does not apply to ~~$1 million in any year. Performance-based~~ compensation ~~may be excluded from this limitation~~based on achievement of pre-established performance goals if certain ~~conditions~~requirements are met. The ~~Compensation Committee intends~~2006 Stock Plan, and the PRSUs granted thereunder, as well as the annual cash incentive award, are intended to permit such awards to qualify as performance-based compensation to maximize the ~~extent of~~ tax deductibility of ~~executive compensation~~these awards. These awards may not be fully deductible under all circumstances, as a number of additional requirements must be met for the ~~provisions of Section162(m) of~~awards to qualify as performance-based compensation. In addition, the ~~Internal Revenue Code. The~~ Compensation Committee believes ~~however, that~~ stockholder interests are best served by not restricting its discretion and flexibility in structuring compensation programs, even though such programs may result in certain non-deductible compensation ~~expenses.~~expenses, and therefore, it reserves the discretion to award compensation that is not exempt from the deduction limits of Section 162(m).

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Compensation Recovery (Clawback) Policy

~~The Company's~~Our employment agreements contain a provision ~~that requires~~requiring the employee, to the extent required by law, to reimburse ~~the Company~~us following the publication of a restatement of ~~the Company's~~our financial statements due to material noncompliance with any financial reporting requirement under the securities laws as a result of misconduct for (a) incentive-based or equity-based compensation received and (b) any profits realized from the sale of our securities, in each case during the 12 months prior to discovery of the noncompliance. The Compensation Committee has exclusive authority to interpret and enforce this provision.

The Compensation Committee has adopted a “Clawback Policy” to recover pay that is determined to have been wrongfully earned by managerial or executive ~~employees.~~employees, including our NEOs. As a result, all RSUs granted after November 30, 2009 include a clause that reduces the number of ~~equity~~equity-based awards upon the occurrence of certain events. The Compensation Committee has the exclusive authority to interpret the Clawback Policy, and may offset compensation as necessary to recover amounts due under the Clawback Policy. The Compensation Committee expects to adopt changes to the Clawback Policy once the SEC issues final rules and the NYSE adopts related listing standards implementing the provisions of the Dodd-Frank Act related to compensation recovery.

Prohibition on Hedging and Pledging

~~The Company does~~We do not allow directors or employees to hedge the value of ~~Company~~our equity securities held directly or indirectly by ~~the director or employee. Company~~them. Our policy prohibits the purchase or sale of puts, calls, options or other derivative securities based on ~~the Company's~~our securities, as well as hedging or monetization transactions, purchases of ~~Company~~our equity securities on margin and borrowing against any account in which ~~Company~~our securities are held. ~~The Company prohibits~~We prohibit pledging of ~~our~~ Common Stock by executives or directors.

Stock Ownership Guidelines

The Compensation Committee has adopted stock ownership guidelines to promote a high level of stock retention among executives and non-employee directors. The guidelines require that the total value of the ~~participant's~~executive’s or non-employee director’s holdings of Common Stock must equal or exceed the specified target value shown below.



Position/Title		Target Ownership
Chief Executive Officer and President		6 x base salary
Group Presidents and Executive Vice Presidents		3 x base salary
Senior Vice Presidents		2 x base salary
Non-Employee Directors		4 x annual retainer

~~In determining~~All NEOs and directors are in compliance with our stock ownership requirements. Our stock ownership guidelines are available on our website. See the ~~value of shares held by any executive or non-employee director~~Guidelines for ~~purposes of this policy, the Compensation Committee considers (A)the higher of (1)the current market value or (2)the tax basis of lapsed RSUs and (B)the higher of (1)the market value of shares held by the participant or (2)~~the tax basis of shares held by the participant. Outstanding stock options and RSUs for which the restrictions have not lapsed do not count toward the achievement of target ownership levels. The Chief Executive Officer and the Compensation Committee review the ownership of each executive and non-employee director periodically.more detail.

Prior to attaining the target ownership levels, the participants are required to hold at least 50% of the shares of Common Stock obtained through the Company's equity compensation programs. Selling or tendering shares to pay taxes, selling shares pursuant to a previously executed agreement to cover the payment of taxes and tendering shares to pay the exercise price upon stock option exercises are permitted under the guidelines.

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REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE

The Compensation ~~and Human Resources~~ Committee participated in the preparation of the Compensation Discussion and ~~Analysis, reviewing successive drafts and discussing the drafts with management.~~Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in ~~the Company's~~this Proxy Statement.

See “Corporate Governance— Board Operations— Board Committee Information” for information concerning the Compensation Committee and its responsibilities.

Compensation and Human Resources Committee

Michael T. Tokarz, Chairman

Shirley C. Franklin

Joseph B. Leonard ~~Chairman~~

~~Jerry W. Kolb~~

~~Mark J. O'Brien~~

~~Bernard G. Rethore~~

~~Neil A. Springer~~

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EXECUTIVE COMPENSATION

Summary Compensation Table

The amounts reported in the following table, including base salary, annual and long-term incentive amounts, benefits and perquisites, are described more fully under ~~"Compensation~~“Compensation Discussion and ~~Analysis."~~Analysis”.

Name and Principal Position
Fiscal
Year
Salary
($)
Bonus
($)⁽¹⁾
Stock
Awards
($)⁽²⁾
Option
Awards
($)⁽²⁾
Non-Equity
Incentive Plan
Compensation
($)⁽³⁾
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)⁽⁴⁾
All Other
Compensation
($)⁽⁵⁾
Total ($)
Gregory E. Hyland
Chairman, President and Chief Executive Officer
2013 875,000
—
1,391,729
—
1,097,338
17,982
50,235
3,432,284
2012 867,667
—
1,199,762
330,080
1,197,380
17,241
50,308
3,662,438
2011 843,667
—
602,212
355,002
—
20,920
47,436
1,869,237
Evan L. Hart
Senior Vice President and Chief Financial Officer
2013 369,100
—
443,043
—
336,398
—
30,924
1,179,465
2012 361,133
—
326,804
87,050
360,230
—
30,655
1,165,872
2011 338,467
—
180,858
106,615
—
—
30,398
656,338
Keith L. Belknap
Senior Vice President, General Counsel and Chief Compliance Officer
2013
⁽⁶⁾
331,500
50,000
324,266
—
250,853
—
40,564
997,183

Gregory S. Rogowski
President, Mueller Co.
2013 398,200
—
440,458
—
350,705
—
32,663
1,222,026
2012 394,933
—
277,722
85,528
374,041
—
33,637
1,165,861
2011 384,975
70,739
183,473
108,157
—
—
18,680
766,024
Thomas E. Fish
President, Anvil International
2013 389,800
—
371,027
—
333,133
—
44,507
1,138,467
2012 386,600
—
249,367
76,795
297,083
—
42,449
1,052,294
2011 377,333
49,525
176,908
104,131
372,400
—
41,759
1,122,056



Name and Principal Position	Fiscal Year	Salary ($)	Bonus⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Non-Equity Incentive Plan Compensation⁽³⁾ ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁴⁾ ($)	All Other Compensation⁽⁵⁾ ($)	Total ($)
Gregory E. Hyland Chairman, President and Chief Executive Officer	2016	900,000	27,000	2,020,011	1,160,658	17,669	53,791	4,179,129
	2015	900,000	27,000	2,248,099	280,485	19,044	51,122	3,525,750
	2014	891,667	—	2,214,126	941,867	23,115	50,813	4,121,588
Evan L. Hart Senior Vice President and Chief Financial Officer	2016	401,367	—	573,278	388,208	—	31,801	1,394,654
	2015	389,673	—	652,443	96,560	—	31,769	1,170,445
	2014	377,713	—	655,716	319,685	—	31,460	1,384,574
Keith L. Belknap Senior Vice President, General Counsel and Chief Compliance Officer; President of Mueller Technologies	2016	427,000	—	470,670	302,454	—	37,198	1,237,322
	2015	385,760	—	703,181	89,218	—	38,787	1,216,946
	2014	352,603	—	471,888	242,979	—	40,676	1,108,146
Gregory S. Rogowski President, Mueller Co.	2016	429,500	—	552,069	389,614	—	37,226	1,408,409
	2015	418,382	—	631,719	196,283	—	34,005	1,280,389
	2014	406,164	—	638,753	313,731	—	36,601	1,395,249
Marietta Edmunds Zakas	2016	338,567	145,000	271,111	261,973	—	36,612	1,053,263
Senior Vice President, Strategy, Corporate Development and Communications

(1)

~~These amounts reflect non-performance based cash incentive awards~~Represents payments made to ~~Messrs. Rogowski~~(a) Mr. Hyland in February 2016 in lieu of a salary increase, and ~~Fish,~~(b) Ms. Zakas in recognition of assuming interim Human Resources responsibilities and ~~a sign-on bonus to Mr. Belknap under the terms of his employment agreement.~~contribution towards strategic initiatives. See “Compensation Discussion and Analysis — Compensation Elements — Salary” and “— Annual Cash Incentive Awards”.

(2)

The dollar amounts shown for ~~stock awards~~RSU and ~~option~~PRSU awards represent the aggregate grant date fair values ~~computed~~calculated in accordance with ~~the applicable~~ ASC 718, Stock Compensation, excluding the effect of forfeitures. For information on the assumptions used to calculate the value of the awards, refer to Note 9 to our consolidated financial statements in the 2013 Annual Report. In accordance with ASC 718, awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award.See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Other Equity Awards”. The dollar amounts shown for fiscal ~~2013~~2016 include the aggregate grant date fair values of PRSUs awarded in fiscal 2014, 2015 and 2016 for the fiscal ~~2013~~2016 performance ~~period. In accordance with SEC rules, we also are required to disclose~~period assuming target performance. Assuming maximum performance, the ~~grant date fair values for awards with performance conditions assuming maximum performance. The grant date fair~~aggregate values of PRSUs awarded for the fiscal ~~2013~~2016 performance period ~~assuming maximum performance, were: $1,079,298~~would have been: $2,040,037 for Mr. Hyland; ~~$343,580~~$576,570 for Mr. Hart; ~~$251,468~~$441,348 for Mr. Belknap; ~~$341,576~~$262,228 for Ms. Zakas; and $554,152 for Mr. ~~Rogowski; and $287,737~~Rogowski. The dollar amounts shown for ~~Mr. Fish.~~fiscal 2014 include grant-date fair values, assuming target performance, of the transition period PRSU awards that were paid in fiscal 2015. Estimated amounts that may be earned over the entire three-year ~~and two-year performance cycles~~award cycle of outstanding PRSUs ~~granted in fiscal 2013~~ are reflected in “Outstanding Equity Awards at ~~2013~~2016 Fiscal Year-End” ~~and "Fiscal 2013 Option Exercises and Stock Vested Table"~~ below.

(3)

~~These amounts~~Amounts reflect annual non-equity incentive plan compensation awards ~~that were~~ earned by our NEOs ~~under the Management Incentive Plan~~ based on Company and segment financial performance and operational / individual ~~performance during fiscal 2013, 2012 and 2011.~~performance. The amounts earned ~~amounts~~ for fiscal ~~2013~~2016 were paid in December ~~2013.~~2016. See ~~"Compensation~~“Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive ~~Awards."~~Awards”.


(4)	~~These amounts~~Amounts reflect accruals for deferred compensation for Mr. Hyland under a plan we established for his ~~benefit by the Company.~~benefit. See "—“— Nonqualified Deferred Compensation During Fiscal Year ~~2013"~~2016” below.


(5)	~~These amounts~~Amounts reflect the combined value of each ~~NEO's~~NEO’s perquisites and compensation that is not otherwise reflected in the Summary Compensation Table. Amounts for fiscal ~~2013~~2016 are described in ~~"—Summary Compensation Table —~~“— All Other ~~Compensation"~~Compensation” below.


~~(6)~~	~~Compensation information is provided only for fiscal 2013 because Mr. Belknap was not an NEO for fiscal 2012 or 2011.~~

Table of Contents

Summary Compensation Table - All Other Compensation

The following table describes the amounts presented in the ~~"All~~“All Other ~~Compensation"~~Compensation” column in the Summary Compensation Table for fiscal ~~2013.~~2016.


Name	Vehicle Allowance or Use of Leased Vehicle		Financial Planning ⁽¹⁾		Contributions to 401(k) Plans		Life and Long-Term Disability Insurance		Other				Total		Vehicle Allowance or Use of Leased Vehicle ($)	Financial Planning ⁽¹⁾ ($)	Contributions to 401(k) Plans ($)	Life and Long-Term Disability Insurance ($)	Other ($)		Total ($)
Gregory E. Hyland	$	24,000	$	—	$	10,200	$	13,035	$	3,000	⁽²	⁾	$	50,235	24,000	—	10,600	16,191	3,000	⁽²⁾	53,791
Evan L. Hart	18,000		—		10,118		2,806		—				30,924		18,000	—	10,600	3,201	—		31,801
Keith L. Belknap	18,000		1,950		14,052		3,562		3,000		⁽²	⁾	40,564		18,000	—	10,600	5,598	3,000	⁽²⁾	37,198
Gregory S. Rogowski	18,000		—		10,200		4,463		—				32,663		18,000	—	10,600	5,462	3,164	⁽³⁾	37,226
Thomas E. Fish	18,000		7,500		10,200		6,302		2,505		⁽³	⁾	44,507
Marietta Edmunds Zakas															14,400	7,500	10,600	4,112	—		36,612


(1)	NEOs are entitled to reimbursement of up to $7,500 of annual financial planning ($10,000 for the ~~Chief Executive Officer)~~CEO).


(2)	Represents reimbursement of annual executive physical exam expenses.


(3)	Represents the incremental cost to the Company of Mr. ~~Fish's~~Rogowski’s spouse accompanying him on a sales incentive award trip.

Grants of Plan-Based Awards Table

The following table summarizes the equity awards made to our NEOs during fiscal ~~2013~~2016 on a grant-by-grant basis. Each of the equity-based awards granted during fiscal ~~2013~~2016 and reported in the ~~Fiscal 2013 Grants of Plan-Based Awards Table~~following table was granted under, and is subject to the terms of, the 2006 Stock Plan. ~~The 2006 Stock Plan is administered under the direction of the Compensation Committee.~~


Fiscal 2013 Grants of Plan-Based Awards Table
Fiscal 2016 Grants of Plan-Based Awards Table										Fiscal 2016 Grants of Plan-Based Awards Table
		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plans ⁽²⁾			All Other Stock-Based Awards (#) ⁽³⁾	Grant Date Fair Value of Stock-Based Awards ($) ⁽⁴⁾			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾			Estimated Future Issuance of Shares Under Equity Incentive Plans ⁽²⁾			All Other Stock-Based Awards (#) ⁽³⁾	Grant Date Fair Value of Stock-Based Awards ($) ⁽⁴⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock-Based Awards (#) ⁽³⁾	Grant Date Fair Value of Stock-Based Awards ($) ⁽⁴⁾	Grant Date		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock-Based Awards (#) ⁽³⁾	Grant Date Fair Value of Stock-Based Awards ($) ⁽⁴⁾
Gregory E. Hyland	11/27/2012	—	875,000	1,750,000								—	900,000	1,800,000
										12/1/2015	₍₅₎				17,768	35,537	71,074		333,337
	11/27/2012				27,206	54,411	108,822		284,025	12/1/2015								106,609	999,992
	11/27/2012				24,485	48,970	97,940		255,623	12/2/2014	₍₅₎				17,041	34,083	68,166		319,699
	11/27/2012							163,234	852,081	12/3/2013	₍₅₎				19,562	39,124	78,248		366,983
Evan L. Hart	11/27/2012	—	276,825	553,650								—	301,025	602,050
	11/27/2012				8,661	17,321	34,642		90,416	12/1/2015	₍₅₎				5,063	10,127	20,254		94,991
	11/27/2012				7,795	15,589	31,178		81,375	12/1/2015								30,383	284,993
	11/27/2012							51,964	271,252	12/2/2014	₍₅₎				4,797	9,594	19,188		89,992
										12/3/2013	₍₅₎				5,506	11,013	22,026		103,302
Keith L. Belknap	11/27/2012	—	198,900	397,800								—	298,900	597,800
										12/1/2015	₍₅₎				4,442	8,884	17,768		83,332
	11/27/2012				6,339	12,677	25,354		66,174	12/1/2015								26,652	249,996
	11/27/2012				5,705	11,410	22,820		59,560	12/2/2014	₍₅₎				3,408	6,816	13,632		63,934
	11/27/2012							38,033	198,532	12/3/2013	₍₅₎				3,913	7,826	15,652		73,408
Gregory S. Rogowski	11/27/2012	—	298,650	597,300								—	322,125	644,250
	11/27/2012				8,610	17,220	34,440		89,888	12/1/2015	₍₅₎				4,886	9,773	19,546		91,671
	11/27/2012				7,749	15,498	30,996		80,900	12/1/2015								29,317	274,993
	11/27/2012							51,661	269,670	12/2/2014	₍₅₎				4,601	9,202	18,404		86,315
Thomas E. Fish	11/27/2012	—	292,350	584,700
										12/3/2013	₍₅₎				5,282	10,564	21,128		99,090
Marietta Edmunds Zakas												—	203,140	406,280
	11/27/2012				7,253	14,506	29,012		75,721	12/1/2015	₍₅₎				2,487	4,975	9,950		46,666
	11/27/2012				6,528	13,055	26,110		68,147	12/1/2015								14,925	139,997
	11/27/2012							43,517	227,159	12/2/2014	₍₅₎				2,300	4,601	9,202		43,157
										12/3/2013	₍₅₎				2,201	4,402	8,804		41,291

(1)

Amounts represent the range of possible cash payouts for fiscal ~~2013~~2016 awards under the ~~Management Incentive Plan~~annual cash incentive plan as described in “Compensation Discussion and Analysis -— Compensation Elements -— Annual Cash Incentive Awards”. The awards that were earned based on actual performance for fiscal ~~2013~~2016 were paid in December ~~2013~~2016 and are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)

Represents PRSU awards that ~~are~~may be earned based on the achievement of performance goals ~~for~~in the ~~applicable~~2016 performance period. The first entry represents the range of shares of Common Stock that may be released at the end of the three-year performance cycle applicable to the PRSU award for the fiscal 2013 performance period, assuming achievement of threshold, targetSee “Compensation Discussion and maximum performance. The second entry represents the range of shares that will be settled in cash at the end of the two-year performance cycle applicable to the transition PRSU award for the fiscal 2013 performance period, assuming achievement of threshold, target andAnalysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based

Table of Contents

~~maximum performance. See the discussion of PRSU awards under "Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based~~ Restricted Stock ~~Units"~~Units”. Estimated amounts that may be earned over the ~~entire~~ three-year ~~and two-year performance cycles~~award cycle of PRSUs granted infor fiscal ~~2013~~2014, 2015 and 2016 are reflected in “Outstanding Equity Awards at ~~2013~~2016 Fiscal Year-End” below.

(3)

Represents time-vesting RSUs. Each RSU entitles the grantee to receive one share of Common Stock upon vesting. The RSUs generally vest in equal installments on the first, second and third anniversaries of the grant date. ~~Vesting of these RSUs accelerates automatically under certain circumstances.~~ See ~~the discussion of RSU awards under "Compensation~~“Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Time-Based Restricted Stock ~~Units"~~Units”.


(4)	See footnote 2 to the ~~Summary~~“Summary Compensation ~~Table~~Table” for a description of the ~~method~~methods used to determine grant date fair value of equity-based awards.


(5)	Represents the range of shares of Common Stock that may vest after the end of the three-year award cycle applicable to a PRSU award solely with respect to the fiscal 2016 performance period, assuming achievement of threshold, target and maximum performance.

Table of Contents

Outstanding Equity Awards ~~at 2013 Fiscal Year-End~~Table

The following table sets forth information detailing the outstanding unexercised options and unvested RSUs and PRSUs held by each of our NEOs at September 30, ~~2013.~~2016.


Name			Option Awards				Stock Awards						Option Awards				Stock Awards
	Grant Date		Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($) ⁽³⁾	Option Expiration Date	Number of Units of Stock That Have Not Vested (#) ⁽⁴⁾	Market Value of Units of Stock That Have Not Vested ($) ⁽⁵⁾	Number of Performance Units That Have Not Vested (#) ⁽⁶⁾	Market or Payout Value of Performance Units That Have Not Vested ($) ⁽⁵⁾	Grant Date		Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($) ⁽¹⁾	Option Expiration Date	Number of Units of Stock That Have Not Vested (#) ⁽²⁾	Market Value of Units of Stock That Have Not Vested ($) ⁽³⁾	Number of Performance Shares That Have Not Vested (#)	Market Value of Performance Shares That Have Not Vested ($) ⁽³⁾
	Grant Date		Exercisable	Unexercisable ⁽²⁾	Option Exercise Price ($) ⁽³⁾	Option Expiration Date	Number of Units of Stock That Have Not Vested (#) ⁽⁴⁾	Market Value of Units of Stock That Have Not Vested ($) ⁽⁵⁾	Number of Performance Units That Have Not Vested (#) ⁽⁶⁾		Grant Date		Exercisable	Unexercisable	Option Exercise Price ($) ⁽¹⁾	Option Expiration Date	Number of Units of Stock That Have Not Vested (#) ⁽²⁾	Market Value of Units of Stock That Have Not Vested ($) ⁽³⁾	Number of Performance Shares That Have Not Vested (#)
Gregory E. Hyland ⁽⁷⁾	12/15/06	⁽¹⁾	113,358	—	14.55	09/16/15	—	—	—	—	11/29/06		88,300	—	15.09	11/29/16	—	—	—	—
	12/15/06	⁽¹⁾	69,611	—	20.56	02/22/16	—	—	—	—	11/29/07		226,757	—	10.66	11/29/17	—	—	—	—
	11/29/06		88,300	—	15.09	11/29/16	103,964	830,672	—	—	12/02/08		343,155	—	5.49	12/02/18	—	—	—	—
	11/29/07		226,757	—	10.66	11/29/17	—	—	—	—	12/01/09		281,748	—	5.05	12/01/19	—	—	—	—
	12/02/08		343,155	—	5.49	12/02/18	—	—	—	—	11/30/10		281,748	—	3.52	11/30/20	—	—	—	—
	12/01/09		281,748	—	5.05	12/01/19	—	—	—	—	11/29/11		90,931	—	2.03	11/29/21	—	—	—	—
	11/30/10		281,748	—	3.52	11/30/20	—	—	—	—	12/03/13	⁽⁴⁾	—	—	—		—	—	—	—
	11/29/11		272,793	—	2.03	11/29/21	—	—	—	—	12/02/14	⁽⁵⁾	—	—	—		—	—	34,083	427,742
	11/27/12		—	—			—	—	157,792	1,260,758	12/01/15	⁽⁶⁾	—	—	—		106,609	1,337,943	71,072	891,954
Evan L. Hart	11/29/06		2,384	—	15.09	11/29/16	2,807	22,428	—	—	11/29/06		2,384	—	15.09	11/29/16	—	—	—	—
	11/29/07		10,459	—	10.66	11/29/17	—	—	—	—	11/29/07		10,459	—	10.66	11/29/17	—	—	—	—
	07/31/08		24,752	—	9.10	07/31/18	—	—	—	—	07/31/08		24,752	—	9.10	07/31/18	—	—	—	—
	12/02/08		66,539	—	5.49	12/02/18	—	—	—	—	12/02/08		66,539	—	5.49	12/02/18	—	—	—	—
	12/01/09		84,615	—	5.05	12/01/19	—	—	—	—	12/01/09		84,615	—	5.05	12/01/19	—	—	—	—
	11/30/10		56,410	28,205	3.52	11/30/20	17,127	136,845	—	—	11/30/10		84,615	—	3.52	11/30/20	—	—	—	—
	11/29/11		23,981	47,961	2.03	11/29/21	107,325	857,527	—	—	11/29/11		71,942	—	2.03	11/29/21	—	—	—	—
	11/27/12		—	—			51,964	415,192	83,142	664,305	12/03/13	⁽⁴⁾	—	—	—		11,013	138,213	—	—
											12/02/14	⁽⁵⁾	—	—	—		19,188	240,809	19,389	243,332
											12/01/15	⁽⁶⁾	—	—	—		30,383	381,307	30,596	383,980
Keith L. Belknap	04/02/12		—	22,335	3.54	04/02/22	52,225	417,278	—	—	04/02/12		22,335	—	3.54	04/02/22	—	—	—	—
											12/03/13	⁽⁴⁾	—	—	—		7,825	98,204	—	—
											12/02/14	⁽⁵⁾	—	—	—		13,632	171,082	13,775	172,876
											07/27/15		—	—	—		19,004	238,500	—	—
	11/27/12		—	—			38,033	303,884	60,853	486,215	12/01/15	⁽⁶⁾	—	—	—		26,652	334,483	26,839	336,829
Gregory S. Rogowski	05/12/09		69,735	—	4.07	05/12/19	—	—	—	—	12/01/09		85,839	—	5.05	12/01/19	—	—	—	—
	12/01/09		85,839	—	5.05	12/01/19	—	—	—	—	11/30/10		85,839	—	3.52	11/30/20	—	—	—	—
	11/30/10		57,226	28,613	3.52	11/30/20	17,374	138,818	—	—	11/29/11		70,684	—	2.03	11/29/21	—	—	—	—
	11/29/11		23,561	47,123	2.03	11/29/21	91,206	728,736	—	—	12/03/13	⁽⁴⁾	—	—	—		10,563	132,566	—	—
	11/27/12		—	—			51,661	412,771	82,657	660,429	12/02/14	⁽⁵⁾	—	—	—		18,404	230,970	18,597	233,392
Thomas E. Fish ⁽⁷⁾	08/22/06		10,502	—	16.95	08/22/16	—	—	—	—
											12/01/15	⁽⁶⁾	—	—	—		29,317	367,928	29,522	370,501
Marietta Edmunds Zakas											11/29/06		10,577	—	15.09	11/29/16	—	—	—	—
	11/29/06		14,928	—	15.09	11/29/16	17,576	140,432	—	—	11/29/07		22,676	—	10.66	11/29/17	—	—	—	—
	11/29/07		53,433	—	10.66	11/29/17	—	—	—	—	12/02/08		38,022	—	5.49	12/02/18	—	—	—	—
	12/02/08		94,106	—	5.49	12/02/18	—	—	—	—	12/01/09		34,965	—	5.05	12/01/19	—	—	—	—
	12/01/09		40,209	—	5.05	12/01/19	—	—	—	—	11/30/10		34,965	—	3.52	11/30/20	—	—	—	—
	02/22/10		42,435	—	4.76	02/22/20	—	—	—	—	11/29/11		25,260	—	2.03	11/29/21	—	—	—	—
	11/30/10		55,096	27,548	3.52	11/30/20	16,753	133,856	—	—	12/03/13	⁽⁴⁾	—	—	—		4,401	55,233	—	—
	11/29/11		21,156	42,311	2.03	11/29/21	81,894	654,333	—	—	12/02/14	⁽⁵⁾	—	—	—		9,202	115,485	9,299	116,702
	11/27/12		—	—			43,517	347,701	69,627	556,320	12/01/15	⁽⁶⁾	—	—	—		14,925	187,309	15,029	188,614


(1)	Represents options granted in connection with our separation from Walter Industries in December 2006. These awards were intended to replace equity awards made prior to August 2006 by Walter Industries. The exercise price of these options reflected a conversion ratio of 3.239:1. The vesting dates and expiration dates of these options were identical to the replaced Walter Industries awards.


~~(2)~~	~~Options granted on 11/30/10 vest on 11/30/13. Options granted on 11/29/11 vest 50% on each of 11/29/13 and 11/29/14. Options granted on 4/2/12 vest on 4/2/15.~~


~~(3)~~	Option exercise prices are equal to the ~~market value~~closing price of Common Stock on the ~~date of grant.~~NYSE on the respective grant dates.

~~Table of Contents~~


~~(4)~~(2)	RSUs granted on ~~11/29/06 vest on 11/29/13. RSUs granted on 11/29/11~~12/03/13, 12/02/14, 7/27/15 and ~~11/27/12~~12/01/15 each vest in equal installments on the first, second and third anniversaries of the respective grant dates. ~~RSUs granted on 4/2/12 vest on 4/2/15. RSUs granted on 11/30/10 vest on 11/30/13.~~


~~(5)~~(3)	~~The "market value"~~“Market value” is calculated by multiplying the number of RSUs or PRSUs that have not vested by the closing price of Common Stock on the NYSE on September 30, ~~2013~~2016 of ~~$7.99~~$12.55 per share.

~~(6)~~(4)

Represents PRSUs awarded in fiscal 2014 for a three-year award cycle (fiscal 2014 through fiscal 2016). The performance units shown are based on actual performances for fiscal 2014, 2015 and 2016, which were 200%, 0% and 102.1% of target, respectively. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units”.

(5)

Represents PRSUs ~~granted~~awarded in fiscal ~~2013~~2015 for ~~the entire two-year and~~a three-year ~~performance cycles commencing with~~award cycle (fiscal 2015 through fiscal ~~2013. These amounts differ from the number of PRSUs shown in the Grant of Plan-Based Awards Table, which reflects only the PRSUs that could be earned for the fiscal 2013 performance period.~~2017). The PRSUs shown are based on actual performance for fiscal ~~2013~~2015 and ~~assumes~~2016 and assume target performance for fiscal ~~2014~~2017. Actual performances for fiscal 2015 and ~~2015.~~2016 were 0% and 102.1% of target, respectively. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units”.

Table of Contents

(6)

Represents PRSUs awarded in fiscal 2016 for a three-year award cycle (fiscal 2016 through fiscal 2018). The PRSUs shown are based on actual performance for fiscal 2016 and assume target performance for fiscal 2017 and 2018. Actual performance for fiscal ~~2013~~2016 was ~~200%~~102.1% of target. See ~~the discussion of PRSU awards under "Compensation~~“Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units”.

(7)

Mr. Hyland ~~became~~is “retirement-eligible” ~~as of May 19, 2013~~ under the terms and for purposes of the 2006 Stock Plan. ~~As a result,~~Accordingly, for purposes of this table, all of his outstanding equity-based awards ~~were deemed vested as of such date~~ (other than unearned and outstanding PRSUs)~~. See footnote 2 to the "Fiscal 2013 Option Exercises and Stock Vested Table" below for more information concerning the~~ are deemed vesting of Mr. Hyland's equity-based awards. Mr. Fish becomes retirement-eligible as of April 20, 2014 under the terms and for purposes of the 2006 Stock Plan. As a result, all of his then outstanding equity-based awards,vested, other than awards granted after December 2013. Beginning in December 2013, ~~will be deemed vested as of such date. Commencing in December 2013,~~all equity-based awards ~~generally will~~(other than PRSUs) require a grantee who is or becomes retirement-eligible prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement.

~~Fiscal 2013~~ Option Exercises and Stock Vested Table

~~This~~The following table shows stock options exercised and RSUs ~~held by our NEOs for which vesting occurred~~vested during fiscal ~~2013. None of our NEOs exercised stock options in fiscal 2013.~~2016.


	Option Awards		Stock Awards		Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting	Value Realized on Vesting($)⁽¹⁾	Number of Shares Acquired on Exercise	Value Realized on Exercise⁽¹⁾ ($)	Number of Shares Acquired on Vesting	Value Realized on Vesting⁽²⁾ ($)
Gregory E. Hyland ⁽²⁾	—	—	1,206,879	8,416,468	—	—	127,617	1,183,094
Evan L. Hart	—	—	87,916	485,205	—	—	37,929	351,746
Keith L. Belknap	—	—	—	—	—	—	36,821	364,070
Gregory S. Rogowski	—	—	80,351	443,798	—	—	36,986	343,035
Thomas E. Fish	—	—	88,468	521,211
Marietta Edmunds Zakas					—	—	15,124	140,217


(1)	~~The "value realized"~~Calculated by subtracting the exercise price of the option from the closing price of Common Stock on ~~vesting is calculated~~the NYSE on the exercise date, multiplied by the number of options exercised.


(2)	Calculated as the closing price of Common Stock on the NYSE on the vesting date multiplied by the number of RSUs that vested.

~~(2)~~

Mr. Hyland became “retirement-eligible” as of May 19, 2013 under the terms and for purposes of the 2006 Stock Plan. As a result, all of his outstanding equity-based awards were deemed vested as of such date (other than unearned and outstanding PRSUs). The number of shares deemed vested on such date includes 614,272 RSUs. In addition, the reported number of shares deemed vested on such date includes 130,288 PRSUs reflecting the pro rata portion of units earned during the fiscal 2013 performance period through May 19, 2013. An additional 76,474 PRSUs were earned and deemed vested over the remainder of the fiscal 2013 performance period. Based on the May 19, 2013 closing price of our common stock of $7.65 per share, the instruments that were deemed to have vested as a result of Mr. Hyland's retirement-eligibility had a total fair value of $6,280,910.

Nonqualified Deferred Compensation During Fiscal ~~2013~~2016

Mr. Hyland participates in a deferred compensation plan pursuant to the terms of his employment agreement. None of our other NEOs participate in any executive deferred compensation plan. Mr. Hyland accumulated aggregate earnings from interest in fiscal ~~2013~~2016 of ~~$17,982~~$17,669 and held an aggregate balance on September 30, ~~2013~~2016 of ~~$584,232.~~$644,060. These contributions and aggregate earnings are reflected in the ~~"Change~~“Change in Pension Value and Nonqualified Deferred Compensation ~~Earnings"~~Earnings” column of the Summary Compensation Table.

Pension Plan

None of our NEOs participate in a defined benefit pension plan. Each NEO participates in our 401(k) plan, under which ~~the Company makes~~we make matching contributions in accordance with the terms of that plan.

~~Table of Contents~~

Employment, Severance and Change-in-Control Arrangements

At September 30, ~~2013, the Company had an~~2016, we maintained employment ~~agreement~~agreements with each NEO. Each agreement provides for an annual equity opportunity, which is subject to the discretion of the Compensation Committee in the case of Mr. Hyland and commensurate with their executive-level position in the case of other NEOs. Each agreement also entitles the employee to receive reimbursement for financial planning services and the cost of an annual physical exam. The following table sets forth certain information with respect to these agreements.


Name ~~(1)~~	Initial Base Salary (2)		2013 Annual Target Bonus as Percent of Base Salary (3)		Monthly Car Allowance		Annual Vacation	Severance Benefits as Percent of Salary (4)		Base Salary Rate⁽¹⁾ ($)	Annual Target Bonus as Percent of Base Salary⁽²⁾ (%)	Monthly Car Allowance ($)	Annual Vacation	Severance Benefits as Percent of Salary⁽³⁾ (%)
Gregory E. Hyland⁽⁵⁾⁽⁴⁾	$	790,000	100	%	$	2,000	4 weeks	300.0	%	900,000	100	2,000	4 weeks	300.0
Evan L. Hart	285,000		75		1,500		4 weeks	262.5		405,300	75	1,500	4 weeks	262.5
Keith L. Belknap	325,000		60		1,500		4 weeks	240.0		430,500	70	1,500	4 weeks	240.0
Gregory S. Rogowski	375,000		75		1,500		4 weeks	262.5		433,000	75	1,500	4 weeks	262.5
Thomas E. Fish	371,600		75		1,500		5 weeks	262.5
Marietta Edmunds Zakas										341,900	60	1,200	4 weeks	225.0

(1)

~~Each agreement provides for an~~Salaries are reviewed annually. Amounts shown represent annual ~~equity opportunity, which is subject to the discretion~~salary rates as of the Compensation Committee in the case of Mr. Hyland and commensurate with their executive-level position at the Company in the case of each other NEO. Each agreement also entitles the NEO to receive reimbursement for financial planning services and the cost of an annual physical exam.September 30, 2016.


(2)	~~Salaries are reviewed annually.~~


~~(3)~~	Payout can range from zero to up to twice the amount of the target ~~(based~~based on the satisfaction of predetermined financial, operational and individual performance ~~objectives).~~objectives.


~~(4)~~(3)	Paid in monthly installments over 24 months in the case of Mr. Hyland and over 18 months in the case of each other NEO. Also includes a lump sum payment of unpaid salary and other benefits.


~~(5)~~(4)	~~Also entitled to participate~~Mr. Hyland participates in an unfunded deferred compensation plan. See "—“— Nonqualified Deferred Compensation During Fiscal ~~2013."~~2016“.

Potential Payments Upon Termination or Change-in-Control

At September 30, ~~2013, the Company had a "Change-in-Control Agreement"~~2016, we maintained change-in-control agreements with each NEO. The following table sets forth certain information with respect to these agreements.

Under these agreements, upon a ~~"change-in-control"~~change-in-control (as defined in the agreement) of ~~the Company,~~Mueller Water Products, Inc., all outstanding options and RSUs would immediately vest. The value of PRSUs reflects the pro rata portion of shares earned during the performance period and payout at target for future performance periods within the award cycle. In addition, if the ~~executive's~~executive’s employment is terminated other than for ~~“Cause”~~Cause or for ~~“Good Reason”~~Good Reason (each as defined in the agreement) within 24 months following a ~~"change-in-control",~~change-in-control, the executive would be entitled to a lump-sum severance payment equivalent to base salary and annual incentive bonus (generally calculated as the average of actual annual incentive bonuses over the preceding three years) and continuation of certain benefits, such as group life and medical insurance coverage for a period of 24 months. The agreements ~~(other than~~ for Messrs. ~~Belknap~~Hyland, Hart and ~~Fish)~~Rogowski and Ms. Zakas provide for an additional payment sufficient to eliminate the effect of any applicable excise tax on severance payments in excess of an amount determined under Section 280G of the ~~Internal Revenue~~ Code. ~~Payments~~We would not be able to deduct payments subject to the excise tax ~~would not be deductible by the Company~~ for federal orand state income tax purposes. The agreements provide that no executive is entitled to receive duplicative severance benefits under any other Company-related plans or programs if benefits are triggered.

The following table sets forth the potential benefits ~~that~~ each NEO would be entitled to receive upon termination of employment in the situations outlined below. ~~If any~~The NEO would not be entitled to the severance benefits described below if he terminates his employment without Good Reason or is terminated for ~~Cause, the executive is not entitled to the severance benefits described below. These~~Cause. The amounts shown are estimates and do not necessarily reflect the actual amounts that would be paid to the NEOs, which would only be known at the time ~~that~~ they become eligible for payment. The amounts shown ~~in the table~~ are the amounts that could be payable under existing plans and arrangements if the ~~NEO's~~NEO’s employment had terminated on September 30, ~~2013,~~2016, including (other than for ~~Messrs. Belknap and Fish)~~Mr. Belknap) an estimated gross-up for certain taxes in the event that any payments made in connection with a ~~"Change-in-Control"~~change-in-control were subject to the excise tax imposed by Section 4999 of the ~~Internal Revenue~~ Code. ~~The definitions that apply follow the table below.~~

Table of Contents

The termination events pursuant to which the NEOs are entitled to potential payments are as follows:

A - Severance arrangement for termination without ~~Cause~~cause or for ~~Good Reason~~good reason

B - Termination without cause after a ~~Change-in-Control~~change-in-control or, if applicable, sale of segment

C - Death, disability or retirement

~~Table of Contents~~

																													Potential Payments Upon Termination or Change-in-Control Table
Name		Cash Severance			Bonus Earned as of Event Date⁽¹⁾		Vesting of Unvested Long-Term Awards⁽²⁾		Health, Welfare and Other Benefits Continuation			Outplacement⁽³⁾			Sec 280G Excise Tax and Related Gross-Up⁽⁴⁾		Total			Cash Severance ($)		Bonus Earned as of Event Date⁽¹⁾ ($)	Vesting of Unvested Long-Term Awards⁽²⁾ ($)	Health, Welfare and Other Benefits Continuation ($)		Outplacement⁽³⁾ ($)	Sec 280G Excise Tax and Related Gross-Up⁽⁴⁾ ($)	Total ($)
Gregory E. Hyland	A	$	3,276,540	⁽⁵⁾	$	—	$	—	$	34,730	⁽¹⁰⁾	$	25,000		$	—	$	3,336,270	A	3,413,291	⁽⁵⁾	1,160,658	—	37,114	⁽⁸⁾	25,000	—	4,636,063
	B	3,931,351		⁽⁶⁾	1,097,338		830,672		34,730		⁽¹⁰⁾	306,250			—		6,200,341		B	4,059,751	⁽⁶⁾	1,160,658	5,368,842	37,114	⁽⁸⁾	315,000	—	10,941,365
	C	584,232		⁽⁷⁾	—		—		—			—			—		584,232		C	644,060	⁽⁷⁾	—	4,476,888	—		—	—	5,120,948
Evan L. Hart	A	$	997,280	⁽⁵⁾	$	—	$	—	$	12,159	⁽⁹⁾	$	25,000		$	—	$	1,034,439	A	1,095,089	⁽⁵⁾	388,209	—	12,250	⁽⁸⁾	25,000	—	1,520,548
	B	1,231,011		⁽⁶⁾	336,398		1,843,916		16,212		⁽¹⁰⁾	129,185			1,037,456		4,594,178		B	1,343,599	⁽⁶⁾	388,209	1,520,658	16,333	⁽⁸⁾	141,855	—	3,410,654
	C	—			—		1,821,488		—			—			—		1,821,488		C	—		—	1,146,041	—		—	—	1,146,041
Keith L. Belknap	A	$	829,150	⁽⁵⁾	$	—	$	—	$	25,211	⁽⁹⁾	$	25,000		$	—	$	879,361	A	1,066,315	⁽⁵⁾	302,454	—	29,174	⁽⁸⁾	25,000	—	1,422,943
	B	839,103		⁽⁶⁾	250,853		820,544		—		⁽¹¹⁾	—		⁽¹¹⁾	—		1,910,500		B	1,185,640	⁽⁶⁾	302,454	1,446,048	38,899	⁽⁸⁾	150,675	—	3,123,716
	C	—			—		820,544		—			—			—		820,544		C	—		—	1,137,519	—		—	—	1,137,519
Gregory S. Rogowski	A	$	1,075,906	⁽⁵⁾	$	—	$	—	$	13,622	⁽⁹⁾	$	25,000		$	—	$	1,114,528	A	1,169,933	⁽⁵⁾	389,614	—	7,524	⁽⁸⁾	25,000	—	1,592,071
Gregory S. Rogowski																			B	1,563,744	⁽⁶⁾	389,614	1,462,942	10,032	⁽⁸⁾	151,550	—	3,577,882
Gregory S. Rogowski	B	1,310,194		⁽⁶⁾	350,705		1,689,079		18,162		⁽¹⁰⁾	139,370			—		3,507,510		C	—		—	1,102,179	—		—	—	1,102,179
Marietta Edmunds Zakas																			A	795,575	⁽⁵⁾	261,974	—	26,614	⁽⁸⁾	25,000	—	1,109,163
Marietta Edmunds Zakas																			B	1,004,597	⁽⁶⁾	261,974	716,066	35,485	⁽⁸⁾	119,665	—	2,137,787
	C	—			—		1,689,079		—			—			—		1,689,079		C	—		—	533,451	—		—	—	533,451
Thomas E. Fish	A	$	1,060,706	⁽⁵⁾	$	—	$	—	$	28,991	⁽⁹⁾	$	25,000		$	—	$	1,114,697
	B	1,202,983		⁽⁸⁾	333,133		1,651,638		38,654		⁽¹⁰⁾	136,430			—		3,362,838
	C	—			—		1,511,205		—			—			—		1,511,205


(1)	Each is entitled to a pro rata share of the current fiscal year bonus in the event of termination without ~~cause~~Cause or after a change-in-control. Amounts in this table assume a termination date of September 30, ~~2013~~2016 and represent the actual bonus paid for fiscal ~~2013~~2016 since this amount would not have otherwise been paid at that date.

(2)

The value of stock options is calculated as the difference between the closing price of Common Stock ~~per share~~ on September 30, ~~2013~~2016 and the option exercise prices per share multiplied by the number of in-the-money options. The value of RSUs is the closing price of Common Stock ~~per share~~ on September 30, ~~2013~~2016 multiplied by the number of RSUs. The value of PRSUs reflects the pro rata portion of shares earned during the performance period and payout at target for future performance periods within the award cycle. The closing price of our common stock on September 30, ~~2013~~2016 on the NYSE was ~~$7.99 per share.~~$12.55. Upon termination due to death, disability or retirement, only the equity awards granted beginning November 2007 vest automatically in accordance with their terms.


(3)	~~Outplacement services~~Services in Case A will be reasonable in ~~the~~our sole ~~discretion of the Company. Outplacement services~~discretion. Services in Case B will be provided for up to two years, but will not exceed 35% of the ~~NEO's~~NEO’s base salary at the time of termination.

(4)

The estimated gross-up for purposes of Section 280G is calculated by determining if the total amount payable to the executive contingent upon a change-in-control exceeds 2.99 times the average of the annual eligible compensation payable to the executive during the preceding five years. If the total amount payable exceeds the average annual compensation amount, a ~~"gross-up"~~“gross-up” amount is added to the amounts paid to the executive (other than ~~Messrs. Belknap and Fish)~~Mr. Belknap) in order to put the executive in the same after-tax position as if he had not been subject to the excise tax.

(5)

Cash severance is equal to ~~300% (Mr. Hyland)~~a percentage of current annual base salary plus accrued but untaken vacation. The percentage applicable to Mr. Hyland is 300%. The percentage applicable to Messrs. Hart ~~Rogowski~~ and ~~Fish~~Rogowski is 262.5% ~~and the~~. The percentage applicable to Mr. Belknap is 240%. The percentage applicable to Ms. Zakas is 225%. Cash severance to Mr. Hyland also includes payout under the Retirement Plan. Accrued vacation assumes no vacation has been taken.

(6)

Cash severance for Messrs. Hyland, Hart and Rogowski and Ms. Zakas is equal to 2two times annual base salary plus 2two times the average bonus over the last three years, plus accrued but untaken vacation. Cash severance to Mr. Hyland also includes payout under the Retirement Plan. Cash severance for Mr. Belknap is equal to 2two times annual base salary plus ~~1.5~~one and a half times the average bonus over the last three years, ~~(unless reduced as described in footnote 11 below),~~ plus accrued but untaken vacation. Accrued vacation assumes no vacation has been taken.


(7)	Cash severance to Mr. Hyland ~~also~~ includes payout under the Retirement Plan. See “— Nonqualified Deferred Compensation During Fiscal 2016“.


(8)	~~Cash severance is equal to the lesser of 2 times annual base salary plus 2 times the average bonus over the last three years or 2.99 times annual base salary, plus accrued but untaken vacation.~~


~~(9)~~	Welfare benefits are continued for up to 24 months for Mr. Hyland and 18 months for other NEOs from the separation date based on the current elections and plan premiums.


~~(10)~~	~~Welfare benefits are continued for up to 24 months from the separation date based on the current elections and plan premiums.~~


~~(11)~~	The maximum amount payable to Mr. Belknap upon a change-in-control is equal to 2.99 times the average of his annual eligible compensation. This restriction could result in reductions to benefits and cash severance otherwise payable to him.

~~Table of Contents~~

An NEO’s rights upon the termination of his employment will depend upon the circumstances of the termination. Central to an understanding of the rights of each NEO under the employment agreements is an understanding of the definitions of “Cause” and “Good Reason” that are used in those agreements.

~~The Company has~~ ~~Cause~~ ~~to terminate the executive officer:~~

◦

Under the employment agreements upon (A) conviction or guilty plea of a felony or any crime involving fraud or dishonesty; (B) theft or embezzlement of property from the Company; (C) refusal to perform his employment duties; (D) fraudulent preparation of financial information of the Company; (E) willful conduct that is demonstrably and materially injurious to the Company; or (F) willful violation of material Company policies or procedures.


◦	Under the change-in-control agreements upon (A) conviction or guilty plea of a felony or any crime involving fraud or dishonesty; (B) refusal to perform his employment duties; (C) fraudulent preparation of financial information of the Company; or (D) willful conduct that is demonstrably and materially injurious to the Company.

~~The executive officer has~~ ~~Good Reason~~ ~~to terminate his employment:~~

◦

Under the employment agreements if the Company (A) assigns the executive officer duties that are materially inconsistent with his position or materially reduce or alter the executive officer’s position; (B) requires that the executive officer be based at a location different from the location of his principal job location or office; or (C) materially reduces the executive officer’s base salary.

◦

Under the change-in-control agreements if the Company (A) assigns the executive officer duties that are materially inconsistent with his position or materially reduce or alter the executive officer’s position; (B) requires that the executive officer be based at a location in excess of 50 miles from the location of his principal job location or office; (C) reduces the executive officer’s base salary; (D) fails to continue in effect any of the Company’s benefit plans in which the executive officer participates unless such failure to continue the benefits pertains to all plan participants generally; (E) fails to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under the agreement; or (F) materially breaches any of the provisions of the agreement.

A ~~change-in-control~~ ~~of the Company occurs if:~~


◦	~~Any person acquires more than 30% of the combined voting power of the Company’s outstanding securities;~~


◦	~~A majority of the Board is replaced;~~


◦	~~A merger or consolidation of the Company is completed, with more than a 33~~¹/₃~~% beneficial ownership change; or~~


◦	~~The Company’s stockholders approve a plan or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.~~

Table of Contents

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table lists information as of December ~~11, 2013~~8, 2016 about the number of shares of Common Stock beneficially owned by each incumbent director, each ~~executive officer listed on the summary compensation table included in this proxy statement,~~NEO, all of our directors and current executive officers as a group, and each person or group known by us to own more than 5% of our Common Stock. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.

At December ~~11, 2013,~~8, 2016, there were ~~158,937,228~~162,065,657 shares of Common Stock outstanding.

Name and Address of Beneficial Owner ⁽¹⁾

Aggregate Number of Shares of Common Stock Beneficially Owned ⁽²⁾

Percent of

Outstanding

Common

Stock

Aggregate Number of Shares of Common Stock Beneficially Owned ⁽²⁾

Percent of Outstanding Common Stock

Howard L. Clark, Jr., Director

123,555⁽³⁾

Shirley C. Franklin Director

81,961⁽⁴⁾

Shirley C. Franklin, Director

122,509

⁽³⁾

Thomas J. Hansen, Director

33,426⁽⁵⁾

100,360

⁽³⁾

Gregory E. Hyland, Chairman, President and Chief Executive Officer

3,470,371

2.2

2,905,470

⁽⁴⁾

1.8

Jerry W. Kolb, Director

170,258⁽³⁾

200,106

⁽³⁾

Joseph B. Leonard, Director

181,706⁽³⁾

211,554

⁽³⁾

Mark J. O’Brien, Director

152,706⁽³⁾

182,554

⁽³⁾

Bernard G. Rethore, Director

179,010⁽³⁾

208,858

⁽³⁾

Neil A. Springer, Director

151,532 ⁽³⁾

Lydia W. Thomas, Director

114,067⁽³⁾

154,615

⁽³⁾

Michael T. Tokarz, Director

352,706⁽³⁾

515,573

⁽³⁾

Evan L. Hart, Senior Vice President and Chief Financial Officer

567,464

762,699

Keith L. Belknap, Senior Vice President, General Counsel and Chief Compliance Officer

11,455

Keith L. Belknap, Senior Vice President, General Counsel and Chief Compliance Officer; President of Mueller Technologies companies

175,648

Gregory S. Rogowski, President, Mueller Co.

484,961

611,566

Thomas E. Fish, President, Anvil

643,140

All directors and executive officers as a group (19 individuals)

7,679,028

4.8

Marietta Edmunds Zakas

Senior Vice President, Strategy, Corporate Development and Communications

386,185

All directors and executive officers as a group (16 individuals)

7,031,999

4.3

Dimensional Fund Advisors LP

6300 Bee Cave Road, Building One, Austin, TX 78746

11,077,252⁽⁷⁾

7.0

9,188,669

⁽⁵⁾

5.7

Vanguard Group Inc.

PO Box 2600, V26, Valley Forge, PA 19482-2600

9,854,271 ⁽⁸⁾

6.2

10,421,634

⁽⁶⁾

6.4

BlackRock, Inc.

55 East 52nd Street, New York, NY 10055

8,271,892 ⁽⁹⁾

5.2

8,956,184

⁽⁷⁾

5.5



*	~~Less than 1% of outstanding common stock.~~

* Less than 1% of outstanding common stock


(1)	The address of each of our directors and executive officers is c/o Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328.

(2)

Beneficial ownership as reported in the table has been determined in accordance with the rules of the SEC. Under those rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of, or to direct the disposition of, such security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership ~~(such as by exercise of options)~~ within 60 days. Under such rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may disclaim any beneficial interest. Except as indicated in other notes to this table, directors and executive officers possessed sole voting and investment power with respect to all shares of Common Stock referred to in the table. See ~~"Executive~~“Executive Compensation — Outstanding Equity Awards at Fiscal Year-End ~~Table"~~Table” for more information concerning outstanding equity awards to our NEOs and ~~"Director~~“Director Compensation — ~~Summary of~~ Director ~~Compensation"~~Compensation Summary” for more information concerning outstanding equity awards to our directors.

(3)

~~For each~~Each director ~~includes (i) 10,466 RSUs that will vest within 60 days, (ii) 11,545 shares that may be acquired upon~~is “retirement-eligible” under and for purposes of the ~~exercise~~2006 Stock Plan. Accordingly, for purposes of ~~stock options that will become exercisable within 60 days and (iii) 9,664 RSUs and 10,707 options that~~this table, all of their outstanding equity-based awards are ~~subject~~deemed vested. Beginning with the equity-based awards granted to directors in January 2014, all such awards to directors require a grantee who is or becomes retirement-eligible prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement. ~~Because Mr. Clark is scheduled to retire from~~The beneficial ownership reported in the ~~Board at the Annual Meeting, the vesting~~table assumes each grantee of ~~the outstanding RSUs and options noted~~an award on February 26, 2016 will remain in ~~(iii) above will accelerate on January 29, 2014.~~continuous service through February 26, 2017.


(4)	Includes ~~(i) 7,408 RSUs that will vest within 60 days, (ii) 6,514 shares that may be acquired upon the exercise of stock options that will become exercisable within 60 days and (iii) 9,664~~180,569 RSUs and ~~10,707 options that are subject to accelerated vesting upon retirement.~~

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~~(5)~~	~~Includes (i) 2,256 RSUs that will vest within 60 days and (ii) 4,193 shares that may be acquired upon the exercise of stock options that will become exercisable within 60 days.~~


~~(6)~~	~~Includes 423,197 RSUs and 90,931~~no options that are subject to accelerated vesting upon retirement. Also includes ~~108,823~~34,798 PRSUs earned with respect to the ~~2013~~2015 and 2016 performance ~~period.~~periods under the December 2, 2014 grant and 36,283 PRSUs earned with respect to the 2016 performance period under the December 1, 2015 grant.


(5)	As reported on Schedule 13G/A filed with the SEC on February 9, 2016, Dimensional Fund Advisors LP has sole investment discretion with respect to 9,188,669 shares and sole voting power with respect to 8,834,075 shares.

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(6)	As reported on Schedule 13G/A filed with the SEC on February 10, 2016, Vanguard Group, Inc. has sole investment discretion with respect to 10,421,634 shares and sole voting power with respect to 353,167 shares.


(7)	As reported on Schedule 13/F filed with the SEC on November 13, 2013, Dimensional Fund Advisors LP has sole investment discretion with respect to 11,077,252 shares, sole voting power with respect to 10,885,950 shares and no voting power with respect to 191,302 shares.


~~(8)~~	As reported on Schedule 13/F filed with the SEC on November 7, 2013, Vanguard Group, Inc. has sole investment discretion with respect to 9,654,726 shares, sole voting power with respect to 208,045 shares and no voting power with respect to 9,646,226 shares.


~~(9)~~	~~As reported on Schedule 13/G/~~13G/A filed with the SEC on ~~February 11, 2013,~~January 22, 2016, Blackrock, Inc. has sole investment discretion of 8,956,184 shares and sole voting power with respect to ~~8,271,892~~8,607,348 shares.

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QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING

When and where is the Annual Meeting?

Our Annual Meeting will be held on Wednesday, January 25, 2017 at 10:00 A.M., Eastern Time, in the Peachtree Dunwoody Room on the 3rd Floor of Building 500 at Northpark Town Center, located at 1100 Abernathy Road, N.E., in Atlanta, Georgia.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote on matters summarized in this Proxy Statement. This Proxy Statement contains important information for you to consider when deciding how to vote.

Who is entitled to vote?

You may vote at the Annual Meeting, and any adjournment or postponement thereof, if you were a holder of record of our Common Stock at the close of business on December 8, 2016, the record date. On the record date, there were 162,065,657 shares of Common Stock outstanding. Each share of Common Stock represented at the Annual Meeting is entitled to one vote.

Who is soliciting my vote?

The Board is soliciting your proxy to vote your shares at the Annual Meeting. We made our proxy solicitation materials available to you on the Internet or, upon your request, we have delivered printed versions of these materials to you by mail, in connection with our solicitation of proxies.

What is included in the proxy materials?

The proxy materials for the Annual Meeting include the Notice of Internet Availability of Proxy Materials, this Proxy Statement and the Annual Report. If you requested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting. These materials were first sent or made available to stockholders on or about December 15, 2016.

What proposals require my vote, what vote is required to approve each proposal, how will abstentions and broker non-votes be treated and how does the Board recommend I vote?



Voting Item	Voting Standard	Treatment of Abstentions & Broker Non-Votes	Board Recommendation

Elect Directors	Plurality of votes cast	Not counted as votes cast and, therefore, no effect	FOR each director
Approve executive compensation	Majority of votes cast	Not counted as votes cast and, therefore, no effect	FOR
Determine the frequency of the shareholder vote to approve executive compensation	Majority of votes cast	Not counted as votes cast and, therefore, no effect	ANNUALLY
Ratify Auditor	Majority of votes cast	N/A	FOR

Will any other business be conducted at the Annual Meeting?

Management is not aware of any items, other than those referred to in this Proxy Statement, that may properly come before the Annual Meeting.

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How are proxies voted?

Shares represented by all valid proxies received on time will be voted as specified. If a valid proxy form is received and does not indicate specific choices, the shares will be voted in accordance with the Board’s recommendations. The Board has designated Gregory E. Hyland, Evan L. Hart and Keith L. Belknap as proxies for the Annual Meeting.

How may I vote?

If your shares are registered directly in your name with our transfer agent, you are a “registered stockholder.” Registered stockholders may vote by:

Internet at the web address noted in the Notice, proxy materials email or proxy card that you received (weencourage you to vote in this manner);

Telephone through the number noted in the proxy card that you received (if you received a proxy card);

Signing and dating your proxy card (if you received a proxy card) and mailing it to the indicated address; or

Attending the Annual Meeting and voting in person.

If your shares are held in a bank or brokerage account, you are a “beneficial stockholder” and you should refer to the instructions provided by your bank, brokerage or other nominee regarding how to vote your shares.

If you plan to vote other than by attending the Annual Meeting and voting in person, your vote must be received by 11:59 P.M., Eastern Time on January 24, 2017.

How can I change my vote?

You can revoke a proxy prior to the completion of voting at the Annual Meeting by:

Voting again using the Internet or by telephone prior to the Annual Meeting;

Delivering a later-dated proxy card; or

Voting in person at the meeting (if you are a beneficial stockholder).

What constitutes a quorum for the Annual Meeting?

The holders of a majority of the voting power of the outstanding shares of Common Stock at the close of business on the record date must be present, either in person or represented by proxy, to constitute a quorum necessary to conduct the Annual Meeting. Shares represented by proxies received but marked as abstentions or as withholding voting authority for any or all director nominees, and shares represented by proxies received but reflecting broker non-votes, will be counted as present at the Annual Meeting for purposes of establishing a quorum.

Why did I receive a Notice in the mail instead of a printed set of proxy materials?

We are permitted by SEC rules to furnish proxy materials to stockholders by providing access to those documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless they request them. The Notice provides instructions on how to access and review the Proxy Statement and the Annual Report over the Internet at www.proxyvote.com (for beneficial stockholders) and www.edocumentview.com/mwa (for registered stockholders), and how to submit a proxy over the Internet. If you would like to receive a paper or email copy of the proxy materials, please follow the instructions in the Notice.

What does it mean if I receive more than one Notice, proxy materials email or proxy card?

It means you have multiple accounts holding Common Stock with brokers and/or our transfer agent. You will need to vote separately with respect to each Notice, proxy materials email or proxy card you receive.

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What do I need to do if I want to attend the Annual Meeting?

Attendance at the Annual Meeting is limited to our stockholders, members of their immediate families or their representatives. To gain admittance to the Annual Meeting, you may be required to show evidence that you were a holder of Common Stock on the record date. We reserve the right to limit the number of representatives who may attend the Annual Meeting.

How are proxies solicited and what is the cost?

We bear all expenses incurred in connection with the solicitation of proxies. We have engaged Alliance Advisors LLC to assist with the solicitation of proxies for an estimated fee of $7,000, plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial holders of Common Stock. Our directors, officers and employees also may solicit proxies in return for no additional compensation.

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GENERAL INFORMATION

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a ~~company's~~company’s common stock (together, ~~the~~ “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC. ~~The~~ Reporting Persons are required by SEC rules to furnish ~~the company~~companies with copies of all Section 16(a) forms they file. Based solely on a review of copies of such forms furnished to ~~the Company~~us and written representations from the executive officers and directors, ~~the Company believes that the~~we believe our Reporting Persons complied with all Section 16 filing requirements during fiscal ~~2013, except for a Form 4 for Mr. Fish that was filed two days late.~~2016.

Other Business for Presentation at the Annual Meeting

The Board and management do not intend to bring before the Annual Meeting any matters other than those disclosed in the Notice of Annual Meeting of Stockholders, nor do they know of any business that other persons intend to present at the Annual Meeting. Should any other matter or business requiring a vote of stockholders arise, the persons named in the enclosed proxy intend to exercise the authority conferred by the proxy and vote the shares represented thereby in respect of any such other matter or business in accordance with their best judgment in the interest of ~~the Company.~~Mueller Water Products, Inc.

Other Information

Consolidated financial statements for Mueller Water Products, Inc. are included in the ~~2013~~2016 Annual Report filed with the SEC, 100 F Street, N.E., Washington, D.C. 20549, and the New York Stock Exchange. A copy of the Form 10-K (excluding exhibits) will be furnished, without charge, by writing to the Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. The Form 10-K is also available on the ~~SEC's~~SEC’s website at www.sec.gov or on ~~the Company's~~our website at www.muellerwaterproducts.com.

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STOCKHOLDER INFORMATION

Stockholder Proposals for Inclusion in Next ~~Year's~~Year’s Proxy Statement

~~The Company encourages~~SEC rules permit stockholders to submit proposals for inclusion in our proxy statement if the stockholder and the proposal meet the requirements specified in Rule 14a-8 under the Exchange Act.

When to submit? Any stockholder proposals submitted in accordance with Rule 14a-8 must be received at our principal executive offices no later than September 16, 2017.

Where to submit? Proposals should be addressed to Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Atlanta, Georgia 30328.

What to submit? Proposals must conform to and include the information required by Rule 14a-8.

We encourage stockholders to contact ~~the~~our Corporate Secretary prior to submitting a stockholder proposal or any time they have concerns about ~~the Company. At the direction of the Board, the Corporate Secretary acts as the corporate governance liaison to stockholders.~~us.

If any stockholder intends to present a proposal for inclusion in the Company's proxy materials for the 2015 annual meeting of stockholders, such proposal must be received by the Company not later than the close of business at 5:00 P.M. (Eastern Time) on August 19, 2014 for inclusion, pursuant to Rule 14a-8 under the Exchange Act, in the Company's proxy statement for such meeting. Such proposal also will need to comply with SEC regulations regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. In order to allow the Company to identify the proposal as being subject to Rule 14a-8 and to respond in a timely manner, stockholder proposals must be submitted to the Office of the Corporate Secretary as follows:

~~Corporate Secretary~~

~~Mueller Water Products, Inc.~~

~~1200 Abernathy Road, N.E.~~

~~Suite 1200~~

~~Atlanta, Georgia 30328~~

~~Phone: 770-206-4232~~

~~Fax: 770-206-4260~~

Procedures for Business Matters and Director Nominations for Consideration at ~~the 2015~~Next Year’s Annual Meeting of Stockholders

~~The Company's~~Our Bylaws provide ~~a formal procedure~~that any stockholder proposal, including director nominations, that is not submitted for ~~bringing business before the annual meeting of stockholders. A stockholder proposing~~inclusion in next year’s proxy statement under Rule 14a-8, but is instead sought to ~~present a matter or nominate a director for consideration~~be presented directly at ~~the 2015~~next year’s annual meeting of stockholders is required to deliver a written notice to the Corporate Secretary of the Company, no earlier than the close of business at 5:00 P.M. (Eastern time) on August 19, 2014 and not later than September 18, 2014. In the event that the date of the 2015 annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the Annual Meeting, the notice must be delivered to ~~the Corporate Secretary of the Company~~our principal executive offices not earlier than the 120th day prior to such 2015 annual meeting of stockholders and not later than the later of the 90th day prior to such 2015 annual meeting of stockholders or, if the number of directors to be elected to the Board at an annual meeting is increased and the first public announcement naming all the nominees for director or specifying the size of the increased Board is less than ~~100~~90 days nor more than 120 days prior to the first anniversary of the date we commenced mailing ~~date of~~these proxy ~~materials for the prior year's annual meeting, the 10th day following the day on which such public announcement is first made by the Company.~~materials.

~~Notice Requirements for Business Matters~~

When to submit? Stockholder proposals submitted under these Bylaw provisions must be received no earlier than August 17, 2017 and no later than September 16, 2017.

~~The notice~~

Where to submit? Proposals should be addressed to Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Atlanta, Georgia 30328.

What to submit? Proposals must ~~contain all of~~include the information ~~specified in Section 2.03(A)(3) of the Company's~~required by our Bylaws, ~~including the name and address of the stockholder and the beneficial owner~~which are available on whose behalf the proposal is made, the class and number of shares of the Company's Common Stock owned beneficially by such stockholder and such beneficial owner, any derivative instrument directly or indirectly owned beneficially by such stockholder. The notice must also set forth a brief description of the business desired to be brought, the text of the proposal and the reasons for conducting such business at the annual meeting, and a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons in connection with the proposal of such business by such stockholder.our website. If the notice delivered to our Corporate Secretary does not contain all of the information specified in ~~Section 2.03(A)(3) of the Company's~~our Bylaws, the proposed business will not be transacted at the annual meeting. ~~Such Bylaw provisions are not intended to affect any rights~~

By Order of ~~stockholders to request inclusion~~the Board of ~~proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.~~Directors.

~~Pursuant to Rule 14a-4 under the Exchange Act, if a stockholder notifies the Company after November 2, 2014~~Keith L. Belknap

Corporate Secretary

Atlanta, Georgia

December 15, 2016

Table of ~~an intent to present a proposal at the Company's 2015 annual meeting~~Contents

Exhibit A

Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures

	Year ended September 30,
	2016			2015
Net income	$	63.9		$	30.9
Income tax reported	33.1			19.8
Pretax net income	97.0			50.7
Adjustments:
Pension settlement	16.6			0.5
Other charges	9.6			9.2
Loss on Walter receivable	—			11.6
Foreign currency adjustment	—			6.9
Loss on early extinguishment of debt	—			31.3
Adjusted pretax net income	123.2			110.2
Tax expense at plan rate	(47.4		)	(43.3		)
Adjusted net income	$	75.8		$	66.9


Operating income (loss)	$	120.6		$	109.6
Pension settlement	16.6			0.5
Other charges	9.6			9.2
Foreign currency adjustment	—			6.9
Loss on Walter receivable	—			11.6
Adjusted operating income (loss)	146.8			137.8
Depreciation and amortization	52.6			58.1
Adjusted EBITDA	$	199.4		$	195.9

Adjusted operating margin	12.9		%	11.8		%

Adjusted EBITDA margin	17.5		%	16.8		%

Reconciliation of net debt to total debt (end of period):
Current portion of long-term debt	$	5.9		6.1
Long-term debt	479.2			482.9
Total debt	485.1			489.0
Less cash and cash equivalents	(195.0		)	(113.1		)
Net debt	$	290.1		$	375.9

Reconciliation of free cash flow to net cash provided by operating activities:
Net cash provided by operating activities	$	145.1		$	87.8
Less capital expenditures	(39.4		)	(37.5		)
Free cash flow	105.7			50.3
Adjustments to free cash flow:
Other charges	6.4			6.9
Foreign currency	—			6.9
Accrued interest adjustment	—			7.4
Pension related	—			1.4
Income taxes	(2.2		)	(6.7		)
Adjusted free cash flow	$	109.9		$	66.2

Table of stockholders (and for any reason the proposal is voted upon at that annual meeting), the Company's proxy holders will have the right to exercise discretionary voting authority with respect to the proposal, if presented at the annual meeting, without including information regarding the proposal in its proxy materials.Contents

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The foregoing notice requirements will be deemed satisfied by a stockholder if the stockholder has notified the Company of his intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) under the Exchange Act and such stockholder's proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company.

~~Notice Requirements for Nomination of Directors~~

The Governance Committee will consider stockholder recommendations for directors. Stockholder recommendations must be forwarded by the stockholder to the Corporate Secretary of the Company with biographical data about the recommended individual.

The Company's Bylaws provide the formal procedure for nominations by stockholders of director candidates. A stockholder intending to make such a nomination is required to deliver to the Corporate Secretary of the Company, a notice that contains all of the information specified in Section 2.03(A)(3) of the Company's Bylaws, including the name and address of the stockholder and the beneficial owner on whose behalf the proposal is made, the class and number of shares of the Company's stock owned beneficially by such stockholder and such beneficial owner, any derivative instrument directly or indirectly owned beneficially by such stockholder. As to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board, the notice must set forth all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships between or among such stockholder and beneficial owner, if any, and each proposed nominee. If the notice does not contain all of the information specified in Section 2.03(A)(3) of the Company's Bylaws, the proposed business will not be transacted at the annual meeting. Such Bylaws provisions are not intended to affect any rights of stockholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

~~By Order of the Board~~

~~Keith L. Belknap~~

~~Corporate Secretary~~

~~Mueller Water Products, Inc.~~

~~Atlanta, Georgia~~

~~December 17, 2013~~

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~~Exhibit A~~

Reconciliation of Non-GAAP Measures to GAAP Results

Consolidated net income $ 40.8

Adjusting items:
Income from discontinued operations, net of tax (5.4 )
Restructuring, net of tax 0.8
Loss on early extinguishment of debt, net of tax 0.8
Acquisition costs, net of tax 0.3
Adjust income taxes to normalized rate of 39.3% (8.5 )
Consolidated adjusted net income $ 28.8

Net cash provided by operating activities $ 114.1

Capital expenditures (35.6 )
Free cash flow 78.5
Adjustments to free cash flow:
Restructuring 1.5
Acquisition costs 0.3
Premium paid to extinguish debt 0.7
Consolidated adjusted net income $ 81.0

Mueller Co. operating income $ 91.3

Adjustments to operating income:
Restructuring 1.5
Loss from Mueller Systems 5.8

Mueller Co. adjusted operating income $ 98.6

Anvil operating income $ 40.2

Adjustment to operating income:
Restructuring 0.1
Anvil adjusted operating income $ 40.3

~~A-1~~

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~~Exhibit B~~

~~Location for the 2014 Annual Meeting of Stockholders~~

~~Mueller Water Products, Inc.~~

~~Wednesday, January 29, 2014 at 10:00 A.M., local time~~

~~InterContinental Buckhead Hotel~~

~~3315 Peachtree Road, N.E., Atlanta, Georgia, 30326~~



~~From Hartsfield-Jackson ATL International Airport:~~		~~From I-85 (northeast of Atlanta):~~
~~Merge onto I-85 north~~		~~Take exit 88 for Lenox Rd.~~
~~Take exit 86 for GA-13N toward Buford Highway~~		~~Turn right onto Lenox Rd. NE~~
~~Merge onto GA-13N~~		~~Turn left onto Spring Buford Conn.~~
~~Turn left onto Sidney Marcus Blvd NE~~		~~Turn right onto Sidney Marcus Blvd NE~~
~~Turn right onto Piedmont Rd NE~~		~~Turn right onto Piedmont Rd. N.E.~~
~~Turn right onto Peachtree Rd NE~~		~~Turn right at Peachtree Rd. N.E.~~
~~Hotel will be on the right~~		~~Hotel will be on the right~~
~~From Atlanta, Georgia:~~		~~From I-75 (north of Atlanta) :~~
~~Merge onto I-75 north/I-85 north~~		~~Take exit 255 for W. Paces Ferry Rd~~
~~Slight left onto I-85N~~		~~Turn left onto W Paces Ferry Rd NW~~
~~Follow the directions from Hartsfield-Jackson ATL International Airport listed above~~		~~Cross over Peachtree Rd~~
~~From I-85 (southeast of Atlanta):~~		~~Turn first left onto Bolling Way NE~~
~~Take I-85 north toward Atlanta.~~		~~Turn right onto Peachtree Rd NW~~
~~Follow the directions from Hartsfield-Jackson ATL International Airport listed above~~		~~Hotel is on the right~~
~~From I-75 (south of Atlanta):~~		~~From I-20 (east or west of Atlanta):~~
~~Merge onto I-75 north toward Atlanta.~~		~~Merge onto I-75/I-85 north~~
~~Follow the directions from Hartsfield-Jackson ATL International Airport listed above~~		~~Follow the directions from Hartsfield-Jackson ATL International Airport listed above~~

Please note that attendance at the meeting will be limited to stockholders of Mueller Water Products, Inc. as of the record date (or their authorized representatives). You will be required to provide the admission ticket that is detachable from your proxy card or provide other evidence of ownership. If your shares are held by a bank or broker, please bring to the meeting your bank or broker statement evidencing your beneficial ownership of the Company's Common Stock to gain admission to the meeting.

~~B-1~~

~~Table of Contents~~



	Page
PROXY STATEMENT SUMMARY	1

~~QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING~~	4

MATTERS TO BE VOTED ON	84
Proposal One: Election of Directors	84
Proposal Two: Advisory Vote to Approve Executive Compensation	139
Proposal Three: Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation	10
Proposal Four: Ratification of the Appointment of the Independent Registered Public Accounting Firm	1411

FEES AND SERVICES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1411
Audit Fees ~~Paid to the Independent Registered Public Accounting Firm~~ and Other Fees	1411
Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm	1411

REPORT OF THE AUDIT COMMITTEE	1512

CORPORATE GOVERNANCE	1613
Overview	16
~~Independence of Directors~~	1613
Board Composition	1714
Board ~~Leadership Structure~~Operations	17
~~Board’s Role in Risk Oversight~~	18
~~Board Committee Information~~	18
Related Person Transactions	20
Compensation Committee Interlocks and Insider Participation	20
~~Director Nomination Process~~	20
Communicating with the Board	2220

DIRECTOR COMPENSATION	2321
Annual Retainer	2321
Meeting Fees	2321
~~Equity~~Equity-Based Awards	2321
Travel Expenses	2322
~~Summary of~~ Director Compensation Summary	2422
Deferred Compensation	2622

COMPENSATION DISCUSSION AND ANALYSIS	2724
2016 Key Accomplishments	24
Performance and Compensation Highlights	24
Executive Compensation Program Overview	26
~~Fiscal 2013~~ Compensation ~~Considerations~~Elements	27
~~Overview~~	28
~~Role of Management in Compensation Decisions~~	31
~~Role of Compensation Consultant in Compensation Decisions~~	32
Other Factors Considered by the Compensation Committee	32
Other Compensation ~~Elements~~ Practices and Policies	33
~~Income Tax Consequences of Executive Compensation~~	39
~~Compensation Recovery (Clawback) Policy~~	39
~~Prohibition on~~ ~~Hedging and Pledging~~	39
~~Stock Ownership Guidelines~~	3932

REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE	4034

EXECUTIVE COMPENSATION	4135
Summary Compensation Table	4135
Grants of Plan-Based Awards Table	4236
Outstanding Equity Awards at Fiscal Year-End Table	4438
Option Exercises and Stock Vested Table	4539



GENERAL INFORMATION	5146
Section 16(a) Beneficial Ownership Reporting Compliance	5146
Other Business for Presentation at the Annual Meeting	5146
Other Information	5146

STOCKHOLDER INFORMATION	5247
Stockholder Proposals for Inclusion in Next Year's Proxy Statement	5247
Procedures for Business Matters and Director Nominations for Consideration at ~~the 2015~~Next Year’s Annual Meeting of Stockholders	5247

EXHIBIT A: RECONCILIATION OF NON-GAAP MEASURES TO GAAP RESULTS	A-1

~~EXHIBIT B: LOCATION FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS~~	~~B-1~~



	PROXY STATEMENT SUMMARY
	This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information ~~that~~ you should ~~consider. You~~consider, and you should read the entire Proxy Statement carefully before voting. Unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” as used in this Proxy Statement refer to Mueller Water Products, Inc.

2017 ANNUAL MEETING OF STOCKHOLDERS

~~Time~~	Date and ~~Date:~~Time:	~~1/29/2014~~Wednesday, January 25, 2017; 10:00 A.M., Eastern Time
	Place:	~~InterContinental Buckhead Hotel~~Peachtree Dunwoody Room, 3rd Floor, Building 500 ~~3315 Peachtree~~Northpark Town Center, 1100 Abernathy Road, NEN.E. Atlanta, Georgia ~~30326~~30328
	Record Date:	December ~~2, 2013~~8, 2016
	Voting:	Stockholders as of the record date ~~are entitled to vote. Each share of Common Stock is entitled to one~~may vote ~~for each director nominee~~by Internet, telephone, signing and ~~one vote for each of~~dating the ~~other proposals.~~proxy card or in person at the Annual Meeting.
	VOTING MATTERS
	Matter		Board ~~vote recommendation~~of Directors’ recommendations
	• Election of directors		FOR each director nominee
~~Advisory~~	• Approval of executive compensation		FOR
	• Determination of the frequency of our stockholder vote to approve executive compensation (annually, every two years or every three years)		~~FOR~~ ANNUALLY
	• Ratification of the appointment of ~~the~~our independent registered public accounting firm ~~for~~		FOR
	2016 KEY ACCOMPLISHMENTS



Board Composition and Leadership:		Our Board is led by a joint Chairman and CEO along with a strong, designated independent Lead Director
		Each of our directors, other than our Chairman, is independent
		Our directors have complementary and diverse skills sets, backgrounds and experiences and are continually educated on our industry
		Our Board size (eight directors following Mr. Leonard’s retirement) promotes an open dialogue among directors

Board Committee Structure:		We have a well-developed committee structure with clearly understood responsibilities

Director Effectiveness:		We believe our directors are strong, experienced and knowledgeable
		Our Board and committees conduct regular director evaluations, led by our Governance Committee, to assess director effectiveness

Director Responsibilities:		Each of our directors has input into the setting of the Board agenda
		Each of our directors has unfettered access to management and the authority to retain independent advisors
		Our Board frequently meets in executive sessions without the CEO or other members of management
		Our Board focuses on significant risks and seeks the proper calibration of risk and reward while focusing on the longer-term interests of our stockholders

Director Compensation:		We pay a substantial portion of non-employee director compensation in equity awards
		To encourage longer-term company performance, our equity awards contain vesting periods

Public Reporting:		We provide our stockholders with transparent quarterly financial results
		Our non-GAAP measures are used to explain and clarify results for stockholders, rather than to obscure GAAP results



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1.	~~to elect a~~Election of eight directors nominated by the board of directors for the coming year;


2.	~~to approve, on an advisory basis,~~To consider the compensation of ~~the Company's~~our named executive ~~officers, as described in this Proxy Statement;~~officers;


3.	To consider whether you prefer to vote on the compensation of our named executive officers annually, every two years or every three years; and


4.	To ratify the appointment of Ernst & Young LLP as ~~the Company's~~our independent registered public accounting firm for the fiscal year ending September 30, ~~2014; and~~


4.	~~to transact any other business properly brought before the Annual Meeting and any reconvened or rescheduled meeting following any adjournment or postponement thereof.~~2017.



o	Definitive Additional Materials



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	DIRECTOR NOMINEES



Nonqualified Deferred Compensation	4539
Pension Plan	4539
Employment, Severance and Change-in-Control Arrangements	4639
Potential Payments Upon Termination or Change-in-Control	4639

BENEFICIAL OWNERSHIP OF COMMON STOCK	4941

QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING	43



Strong Operating Results. Our operating income and net income in fiscal ~~2014~~2016 were $120.6 million and $63.9 million, respectively.Adjusted operating income improved 6.5% in fiscal 2016 to $146.8 million from $137.8 million in fiscal 2015. Adjusted net income improved 13.3% to $75.8 million from $66.9 million.	~~FOR~~	Adjusted free cash flow improved 66% to $109.9 million from $66.2 million.
		Increased dividend by 50%. We increased our quarterly dividend per share to $0.03 from $0.02. We paid $16.1 million of dividends in fiscal 2016.



	Net Sales	Adjusted Operating Income	Adjusted Net Income	Adjusted Free Cash Flow	Average Investment in Working Capital		Return on Net Assets
	Net Sales	Adjusted Operating Income	Adjusted Net Income	Adjusted Free Cash Flow	Mueller Co.	Anvil	Return on Net Assets
	($ in millions)	($ in millions)	($ in millions)	($ in millions)	(%)	(%)	(%)
2016	1,138.9	146.8	75.8	109.9	20.8	29.3	25.2
2015	1,164.5	137.8	66.9	66.2	23.7	27.2	24.7


◦	~~For our CEO and segment Presidents, we increased the percentage of~~


◦	~~Our~~Annual cash bonuses earned by our named executives ranged from 101% to 129% of target (compared with 9% to 63% of target last year).


◦	Long-term compensation was paid or credited at 102.1% of target for fiscal 2016 because Company performance on the “return on net assets” financial measure was above target levels.


◦	We design our compensation programs ~~are designed~~ to mitigate ~~imprudent risk by utilizing, among other things, multiple performance targets and caps on potential payments.~~risk.


◦	Our equity incentive plan prohibits the repricing or exchange of ~~equity awards without stockholder approval.~~equity-based awards.


◦	We prohibit hedging and pledging of our Common Stock by executives or directors.


◦	Our executives and directors are subject to stock ownership ~~guidelines that require them to reach significant levels of Common Stock ownership.~~guidelines.


◦	We can ~~recover~~“clawback” cash- or equity-based compensation paid to executives ~~where compensation is based upon the achievement of financial results that are the subject of a subsequent restatement.~~


◦	~~We evaluate share utilization by reviewing overhang levels and analyzing annual run rates.~~


◦	~~For fiscal 2013, we recalibrated our group of peer companies to align more closely with the current size of our business.~~under certain circumstances.



Name	Age	Director Since	Experience	Committee Memberships⁽¹⁾
Shirley C. Franklin	68	2010	Barbara Jordan visiting professor at the LBJ School of the University of Texas; Former Mayor of Atlanta	Audit; EHS
Thomas J. Hansen	64	2011	Former Vice Chairman of Illinois Tool Works Inc.	Audit; NCG
Gregory E. Hyland	62	2005	Chairman, President and Chief Executive Officer of Mueller Water Products, Inc.	Exec*
Jerry W. Kolb	77	2006	Retired Vice Chairman of Deloitte & Touche LLP	Audit; Comp
Joseph B. Leonard	70	2006	Retired Chairman of AirTran Holdings, Inc.	Comp*
Mark J. O’Brien	70	2006	Chairman and Chief Executive Officer of Walter Investment Management Corp.	Comp; EHS
Bernard G. Rethore	72	2006	Chairman Emeritus of Flowserve Corporation	Audit; Comp; EHS*
Neil A. Springer⁽²⁾	75	2006	Managing Director of Springer & Associates LLC	Audit*; Comp; Exec
Lydia W. Thomas	69	2008	Retired President and Chief Executive Officer of Noblis, Inc.	NCG; EHS
Michael T. Tokarz	64	2006	Chairman of Walter Energy, Inc.	NCG, EHS, Exec



Name		Age	Director Since	Independent	Experience	Board Committees⁽¹⁾
	Shirley C. Franklin	71	2010		Executive Chair of Purpose Built Communities, Inc.; former Mayor of Atlanta	Comp; EHS
	Thomas J. Hansen	67	2011		Former Vice Chairman of Illinois Tool Works Inc.	Audit; EHS
	Gregory E. Hyland	65	2005		Chairman, President and Chief Executive Officer of Mueller Water Products, Inc.	Exec*
	Jerry W. Kolb	80	2006		Retired Vice Chairman of Deloitte & Touche LLP	Audit*; Governance
	Mark J. O’Brien⁽²⁾	73	2006		Former Chairman and Chief Executive Officer of Walter Investment Management Corp.	Exec
	Bernard G. Rethore	75	2006		Chairman Emeritus of Flowserve Corporation	Audit; Governance*; Exec
	Lydia W. Thomas	72	2008		Retired President and Chief Executive Officer of Noblis, Inc.	EHS*; Governance
	Michael T. Tokarz	67	2006		Chairman of Tokarz Group, LLC	Comp*; Governance; Exec


(1)	Audit = Audit Committee; Comp = Compensation and Human Resources Committee; EHS = Environment, Health and Safety Committee; Exec = Executive Committee; Governance = Nominating and Corporate Governance Committee


(2)	Mr. O’Brien serves as our Lead Director. See “Corporate Governance — Board Operations — Board Leadership Structure” for more information.




		Shirley C. Franklin ~~68, director since 2010.~~ Age: 71 Director since: 2010 Board committees: Compensation, EHS Other public company boards: Delta Air Lines, Inc. Ms. Franklin serves as ~~the Barbara Jordan visiting professor at the LBJ School of the University of Texas and~~Executive Chair of the board of directors ~~and Chief Executive Officer~~ of Purpose Built Communities, Inc., a national non-profit organization ~~established~~that works to transform struggling neighborhoods into sustainable communities. She also serves as Co-Chair of the Atlanta Regional Commission on Homelessness and as Chair of the board of directors of the National Center for Civil and Human Rights. From 2002 to 2010, Ms. Franklin served as mayor of Atlanta, Georgia. She ~~serves as a director of Delta Air Lines, Inc., a provider of air transportation for passengers and cargo. Ms. Franklin~~ earned a Bachelor of Science degree in sociology from Howard University and a ~~Master's~~Master’s degree in sociology from the University of Pennsylvania. ~~Ms. Franklin brings general management expertise, strategic planning expertise, marketing expertise, financial expertise and governmental and regulatory affairs experience. In particular, the~~ The Board considered ~~her~~Ms. Franklin’s record of civic involvement and significant ~~experience in~~ executive management experience, which has spanned three ~~decades, including~~decades. During her service as mayor of Atlanta, ~~during which time she~~Ms. Franklin worked to rebuild the city’s water infrastructure.




		Thomas J. Hansen~~, 64, director since 2011.~~ Age: 67 Director since: 2011 Board committees: Audit, EHS Other public company boards: Standex International Corporation, Terex Corporation Until 2012, Mr. Hansen served as Vice Chairman of Illinois Tool Works Inc. (“ITW”), a manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment. He joined ITW in 1980 as a sales and marketing manager of the Shakeproof Industrial Products businesses. From 1998 to 2006, heMr. Hansen served as Executive Vice President of ITW. Mr. Hansen is a member of the Northern Illinois University Executive Club and a former member of the Board of Trustees of MAPI (Manufacturers Alliance). He is a director of Terex Corporation, a diversified global manufacturer of a variety of machinery products, and Standex International Corporation, a manufacturer of products and services for diverse industrial market segments. From 2005 through 2008, Mr. Hansen served as director of CDW Corporation, a multi-brand technology solutions provider. He earned a Bachelor of Science degree in marketing from Northern Illinois University and a Master of Business Administration degree from Governors State University. Mr. Hansen brings general management expertise, multiple-part manufacturing and operations experience, financial expertise, M&A experience, strategic planning expertise, corporate governance expertise, marketing expertise and international business experience. In particular, theThe Board considered ~~his~~Mr. Hansen’s experience as a senior executive of a large diversified industrial manufacturing company that faces many of the ~~current~~ economic, social and governance issues ~~that the Company faces.~~we face.


		Gregory E. Hyland~~, 62, director since 2005.~~ Age: 65 Director since: 2005 Board committees: Executive (Chair) Other public company boards: Ferro Corporation Mr. Hyland isserves as the Chairman of ~~our~~the Board and has served as our President and Chief Executive Officer since January 2006. He served as Chairman, President and Chief Executive Officer of Walter Energy, Inc. from September 2005 until December 2006. ~~Prior~~From June to ~~that time,~~September 2005, Mr. Hyland served as President, U.S. Fleet Management Solutions of Ryder System, Inc., a transportation and logistics company, ~~from June 2005 to September 2005. He served as Executive Vice President, U.S. Fleet Management Solutions of Ryder System~~and from 2004 to ~~2005. Mr. Hyland is a director of Ferro Corporation, a global supplier of technology-based performance materials for manufacturers.~~2005 he served as its Executive Vice President. He earned Bachelor and Master of Business Administration degrees from the University of Pittsburgh. The Board considered Mr. ~~Hyland brings general management expertise, financial expertise, M&A experience, strategic planning expertise, corporate governance expertise, international business~~Hyland’s commercial experience and ~~government and regulatory affairs experience~~business leadership skills gained from his past and current positions in both management and on the boards of directors of ~~each of Walter Energy, Ryder System and Ferro.~~public companies.


		Jerry W. Kolb Age: 80 Director since: 2006 Board committees: Audit (Chair), ~~77, director since 2006.~~Governance Other public company boards within the last five years: Walter Energy, Inc. From 1986 to 1998, Mr. Kolb ~~has been a director of Walter Energy since June 2003. He previously~~ served as a Vice Chairman of Deloitte & Touche LLP, a registered public accounting ~~firm, from 1986 to 1998. Mr. Kolb~~firm. He is a certified public ~~accountant and~~accountant. Mr. Kolb earned a Bachelor of Science degree in accountancy from the University of Illinois and a Master of Business Administration degree from DePaul University. Mr. Kolb brings general management expertise, financial expertise, M&A experience, strategic planning expertise, corporate governance expertise and international business experience. In particular, the The Board considered ~~his~~Mr. Kolb’s broad perspective in accounting and financial reporting matters and his extensive experience in audit, finance and compensation matters and in executive management based on his 41-year career with Deloitte & Touche.



		~~Joseph B. Leonard~~, 70, director since 2006. Mr. Leonard served as a director of Walter Energy from 2005 to 2007, and he rejoined the board of directors in 2009. He served as Interim Chief Executive Officer of Walter Energy from March 2010 through March 2011 and from August 2011 to September 2011. Mr. Leonard was Chairman of AirTran Holdings, Inc., an airline holding company, from 2007 to 2008, Chairman and Chief Executive Officer of AirTran from 1999 to 2007 and President of AirTran from 1999 to 2001. He is a director of Air Canada, a full service airline company. Mr. Leonard earned a Bachelor of Science degree in aerospace engineering from Auburn University. Mr. Leonard brings general management expertise, financial expertise, multiple-part manufacturing and operations experience, M&A experience, strategic planning expertise, corporate governance expertise, offshore sourcing expertise, marketing expertise, international business experience and government and regulatory affairs experience. In particular, the Board considered his significant experience in executive management, operations, marketing and public affairs based on his career with major corporations.

		Mark J. ~~O'Brien, 70, director since 2006.~~ O’Brien Age: 73 Director since: 2006 Board committees: Executive and ex officio member of all other standing committees Other public company boards: Walter Investment Management Corp. Mr. ~~O'Brien was a director of Walter Energy from 2005 to 2009. Since 2009, he has~~O’Brien serves as our Lead Director. He served as Chairman ~~and Chief Executive Officer~~ of Walter Investment Management Corp. (formerly Walter ~~Industries'~~Industries’ Homes Business), a mortgage portfolio owner and mortgage ~~servicer.~~originator and servicer, from 2009 through December 2015, and he served as its Chief Executive Officer from 2009 to October 2015. Mr. O'Brien has served as President and Chief Executive Officer of Brier Patch Capital and Management, Inc., a real estate management and investment firm, since 2004. He served in various executive capacities at Pulte Homes, Inc., a home building company, for 21 years, retiring as President and Chief Executive Officer in 2003. Mr. O'Brien earned a Bachelor of Arts degree in history from the University of Miami. The Board considered Mr. O’Brien brings general management expertise, financial expertise, M&A experience, strategic planning expertise, corporate governance expertise, marketing expertise, international business experience and government and regulatory affairs experience. Mr. O’Brien also brings significant expertise inO’Brien’s knowledge of capital markets, municipal finance and ~~the real estate market. In particular, the Board considered his knowledge of the capital markets and municipal finance and knowledge of~~ the homebuilding and real estate sectors of the economy.


		Bernard G. Rethore Age: 75 Director since: 2006 Board committees: Audit, Governance (Chair), ~~72, director since 2006.~~ Executive Other public company boards: Dover Corp. Other public company boards within the last five years: Walter Energy, Inc., Belden, Inc. Mr. Rethore has ~~been a director of Walter Energy since 2002. He has been~~served as Chairman Emeritus of Flowserve Corporation, a manufacturer of pumps, valves, seals and components, since 2000. From January 2000 to April 2000, he served as ~~Flowserve's~~Flowserve’s Chairman. HeMr. Rethore had previously served as its Chairman, President and Chief Executive Officer. Mr Rethore was a director of Belden, Inc., a manufacturer of signal transmission products, from 1997 to 2012. He is a director of Dover Corp., a diversified manufacturer of a wide range of proprietary products. In 2008, Mr. Rethore was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year, and in 2012, he was designated a Board Leadership Fellow by the National Association of Corporate Directors. He earned a Bachelor of Arts degree in Economics (Honors) from Yale University and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania, where he was a Joseph P. Wharton Scholar and Fellow. Mr. Rethore brings general management expertise, financial expertise, multiple-part manufacturing and operations experience, M&A experience, strategic planning expertise, corporate governance expertise and international business experience. In particular, theThe Board considered ~~his~~Mr. Rethore’s more than 30 years of experience at senior executive level positions with public manufacturing companies and his service on the boards of ~~other~~multiple public companies, as a member and chair of their audit, compensation, environment, health and safety, and governance committees. ~~Mr. Rethore’s~~His extensive management experience makes him a valuable contributor to the Board on matters involving business strategy, capital allocation and ~~M&A~~merger and acquisition opportunities.