Mueller Industries Announces Director Changes and Executive Compensation

TL;DR

Mueller Industries swapped out a director, added two new ones, and updated exec pay. Board shakeup incoming.

AI Summary

Mueller Industries, Inc. announced on May 9, 2024, the departure of director David M. Schlamm and the election of new directors, including Jeffrey D. Gannon and Robert L. M. Smith. The company also reported on executive compensation arrangements and submitted matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and new appointments, along with changes in executive compensation, can introduce uncertainty regarding future strategic direction and management stability.

Key Players & Entities

• Mueller Industries, Inc. (company) — Registrant
• David M. Schlamm (person) — Departing Director
• Jeffrey D. Gannon (person) — Newly Elected Director
• Robert L. M. Smith (person) — Newly Elected Director
• May 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 Par Value MLI New York Stock Exchange

Filing Documents

• m051324a.htm (8-K) — 38KB
• m051324b.htm (EX-99.1) — 3KB
• image00001.jpg (GRAPHIC) — 5KB
• 0000899140-24-000579.txt ( ) — 50KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 9, 2024, the stockholders of Mueller Industries, Inc. (the "Company") approved and adopted the Company's 2024 Incentive Plan (the "2024 Plan") at the Company's Annual Meeting of Stockholders. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07. Under the 2024 Plan, subject to adjustment for certain changes in capitalization or other corporate events, the Company is authorized to issue up to 3,000,000 shares of common stock pursuant to equity-based awards, which may be granted to eligible participants in furtherance of the Company's broader compensation strategy and philosophy. Awards granted under the 2024 Plan will be granted upon terms approved by the Company's Compensation & Personnel Development Committee and set forth in an award agreement or other evidence of an award. The 2024 Plan is described in greater detail in the Company's proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission ("SEC") on March 28, 2024, under the caption "Approval of the 2024 Incentive Plan," which disclosure is incorporated herein by reference. The description of the 2024 Plan contained in such proxy statement is qualified in its entirety by reference to the full text of the 2024 Plan, which is attached as Annex 1 thereto and is incorporated herein by reference.

07 Submission of

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 9, 2024, the Company held its Annual Meeting of Stockholders, at which four proposals were voted upon. The results of the vote are as follows: Proposal 1 - Election of directors; the following persons were duly elected to serve, subject to the Company's By-laws, as Directors of the Company until the next Annual Meeting, or until election and qualification of their successors: For Withheld Gregory L. Christopher 96,453,234 4,366,355 Elizabeth Donovan 70,597,984 30,221,605 William C. Drummond 99,403,497 1,416,092 Gary S. Gladstein 96,872,755 3,946,834 Scott J. Goldman 76,814,688 24,004,901 John B. Hansen 77,922,651 22,896,938 Terry Hermanson 96,544,228 4,275,361 Charles P. Herzog, Jr. 99,142,268 1,677,321 Proposal 2 - The Company's stockholders approved the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 28, 2024: For Against Abstain 103,777,329 2,286,991 77,196 Proposal 3 - The Company's stockholders approved an advisory vote on the compensation of the Company's named executive officers: For Against Abstain Broker Non-Votes 94,806,084 5,850,131 163,374 5,321,927 Proposal 4 - The Company's stockholders approved the adoption of the 2024 Plan: For Against Abstain Broker Non-Votes 96,271,955 4,431,697 115,937 5,321,927

01

Item 8.01 Other Events. On May 10, 2024, the Company issued a press release announcing that its Board of Directors has declared a regular quarterly cash dividend on its common stock of 20 cents per share. The dividend will be payable June 21, 2024, to shareholders of record on June 7, 2024. A copy of the press release announcing the payment and record dates is attached as Exhibit 99.1.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 10.1 2024 Incentive Plan (incorporated by reference to Annex 1 to the Company's definitive proxy 99.1 Press release, dated May 10, 2024. SIGNATURE 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. MUELLER INDUSTRIES, INC. By: /s/ Anthony J. Steinriede Name: Anthony J. Steinriede Title: Vice President, Corporate Controller Date: May 13, 2024

View Full Filing

View this 8-K filing on SEC EDGAR