UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | May 4, 2017 |
Mettler-Toledo International Inc.
(Exact name of registrant as specified in its charter)
| Delaware | File No. 001-13595 | 13-3668641 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1900 Polaris Parkway Columbus, OH 43240 and Im Langacher, P.O. Box MT-100 CH-8606 Greifensee, Switzerland |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11
| Not applicable |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Mettler-Toledo International Inc. (the “Company”) was held on May 4, 2017. As of the record date of March 6, 2017 there were 25,905,588 shares of common stock entitled to vote at the meeting. The holders of 23,591,100 shares were represented in person or in proxy at the meeting, constituting a quorum. The matters submitted for a vote at the meeting and the related results were as follows:
Proposal 1 - The election of nine directors for one-year terms
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Robert F. Spoerry | 21,941,779 | 576,051 | 22,401 | 1,050,869 |
| Wah-Hui Chu | 22,370,750 | 158,798 | 10,683 | 1,050,869 |
| Francis A. Contino | 22,198,844 | 329,962 | 11,425 | 1,050,869 |
| Olivier A. Filliol | 22,315,633 | 202,356 | 22,242 | 1,050,869 |
| Richard Francis | 22,397,451 | 129,156 | 13,624 | 1,050,869 |
| Constance L. Harvey | 22,383,230 | 145,146 | 11,855 | 1,050,869 |
| Michael A. Kelly | 22,370,023 | 147,274 | 22,934 | 1,050,869 |
| Hans Ulrich Maerki | 21,915,004 | 597,823 | 27,404 | 1,050,869 |
| Thomas P. Salice | 21,989,848 | 528,026 | 22,357 | 1,050,869 |
Proposal 2 - The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 23,310,998 | 269,461 | 10,641 | 0 |
Proposal 3 - Advisory vote to approve executive compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 21,378,800 | 1,123,868 | 37,563 | 1,050,869 |
Proposal 4 - Advisory vote on the frequency of advisory votes to approve executive compensation
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 21,047,408 | 14,470 | 1,465,415 | 12,784 | 1,051,023 |
In accordance with the results of the advisory vote on the frequency of shareholder votes on executive compensation, the Board of Directors of the Company has adopted a policy to hold an annual advisory vote on executive compensation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| METTLER-TOLEDO INTERNATIONAL INC. | ||||
| Dated: | May 8, 2017 | By: | /s/ James T. Bellerjeau | |
| James T. Bellerjeau | ||||
| General Counsel | ||||
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