Minerals Technologies Inc. Announces 2024 Annual Meeting of Shareholders

Ticker: MTX · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 891014

Minerals Technologies Inc DEF 14A Filing Summary
FieldDetail
CompanyMinerals Technologies Inc (MTX)
Form TypeDEF 14A
Filed DateApr 4, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$5.21, $280 m, $140 million
Sentimentneutral

Sentiment: neutral

Topics: proxy statement, annual meeting, shareholder vote, executive compensation, stock plan

TL;DR

Minerals Technologies Inc. will hold its 2024 Annual Meeting virtually on May 15, 2024, with key votes on director elections, auditor ratification, executive compensation, and stock plan amendments.

AI Summary

MINERALS TECHNOLOGIES INC (MTX) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. The 2024 Annual Meeting of Shareholders for Minerals Technologies Inc. (MTX) will be held virtually on May 15, 2024. Shareholders will vote on the election of three directors, with the Board unanimously recommending a FOR vote. The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2024 is up for ratification. An advisory vote to approve the 2023 compensation of named executive officers is also on the agenda. Shareholders will vote on an amendment to the 2015 Stock Award and Incentive Plan to increase the number of reserved shares.

Why It Matters

For investors and stakeholders tracking MINERALS TECHNOLOGIES INC, this filing contains several important signals. This meeting is a crucial opportunity for shareholders to exercise their voting rights on significant corporate governance matters, including director appointments and executive compensation. The proposed amendment to the stock award plan could impact future equity-based compensation and shareholder dilution, requiring careful consideration.

Risk Assessment

Risk Level: medium — MINERALS TECHNOLOGIES INC shows moderate risk based on this filing. The filing is a routine proxy statement detailing upcoming shareholder votes, with no immediate financial or operational performance indicators provided, but it does outline potential changes to equity compensation plans.

Analyst Insight

Shareholders should review the details of the director nominees, the proposed stock plan amendment, and executive compensation before the May 15, 2024, virtual meeting.

Key Numbers

  • May 15, 2024 — Annual Meeting Date (2024 Annual Meeting of Shareholders)
  • 3 — Directors to be Elected (Election of directors at the annual meeting)
  • 2024 — Fiscal Year (Independent registered public accounting firm for fiscal year 2024)
  • 2023 — Fiscal Year (Advisory vote on 2023 executive compensation)

Key Players & Entities

  • MINERALS TECHNOLOGIES INC. (company) — Registrant
  • MTX (company) — Abbreviation for Minerals Technologies Inc.
  • KPMG LLP (company) — Independent registered public accounting firm
  • May 15, 2024 (date) — Date of the Annual Meeting
  • 2015 Stock Award and Incentive Plan (plan) — Plan to be amended
  • 2024 (date) — Fiscal year for accounting firm appointment
  • 2023 (date) — Fiscal year for executive compensation

FAQ

When did MINERALS TECHNOLOGIES INC file this DEF 14A?

MINERALS TECHNOLOGIES INC filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MINERALS TECHNOLOGIES INC (MTX).

Where can I read the original DEF 14A filing from MINERALS TECHNOLOGIES INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MINERALS TECHNOLOGIES INC.

What are the key takeaways from MINERALS TECHNOLOGIES INC's DEF 14A?

MINERALS TECHNOLOGIES INC filed this DEF 14A on April 4, 2024. Key takeaways: The 2024 Annual Meeting of Shareholders for Minerals Technologies Inc. (MTX) will be held virtually on May 15, 2024.. Shareholders will vote on the election of three directors, with the Board unanimously recommending a FOR vote.. The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2024 is up for ratification..

Is MINERALS TECHNOLOGIES INC a risky investment based on this filing?

Based on this DEF 14A, MINERALS TECHNOLOGIES INC presents a moderate-risk profile. The filing is a routine proxy statement detailing upcoming shareholder votes, with no immediate financial or operational performance indicators provided, but it does outline potential changes to equity compensation plans.

What should investors do after reading MINERALS TECHNOLOGIES INC's DEF 14A?

Shareholders should review the details of the director nominees, the proposed stock plan amendment, and executive compensation before the May 15, 2024, virtual meeting. The overall sentiment from this filing is neutral.

Risk Factors

  • Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
  • Virtual Meeting Format [low — operational]: Holding the meeting virtually may present challenges for shareholder participation and engagement.
  • Stock Award and Incentive Plan Amendment [medium — financial]: The amendment to increase shares available under the incentive plan could impact future equity dilution and compensation costs.

Key Dates

  • 2024-05-15: Annual Meeting of Shareholders — Shareholders will vote on key proposals including director elections, auditor ratification, executive compensation, and stock plan amendments.

Filing Stats: 4,534 words · 18 min read · ~15 pages · Grade level 12.7 · Accepted 2024-04-04 17:23:24

Key Financial Figures

  • $5.21 — 2023, we recorded earnings per share of $5.21 and we generated income from operations
  • $280 m — d we generated income from operations of$280 million, each excluding special items. We
  • $140 million — ms. We also generated free cash flow of $140 million and improved our return on net assets (

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 31

—ELECTION OF DIRECTORS

ITEM 1—ELECTION OF DIRECTORS 33

—RATIFICATION OF APPOINTMENT OF AUDITORS

ITEM 2—RATIFICATION OF APPOINTMENT OF AUDITORS 39 REPORT OF THE AUDIT COMMITTEE 39

—ADVISORY VOTE TO APPROVE 2023 NAMED EXECUTIVE OFFICER COMPENSATION

ITEM 3—ADVISORY VOTE TO APPROVE 2023 NAMED EXECUTIVE OFFICER COMPENSATION 41 COMPENSATION DISCUSSION AND ANALYSIS 42 REPORT OF THE COMPENSATION COMMITTEE 66 COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS 67

—APPROVAL OF AN AMENDMENT OF THE 2015 STOCK AWARD AND INCENTIVE PLAN

ITEM 4—APPROVAL OF AN AMENDMENT OF THE 2015 STOCK AWARD AND INCENTIVE PLAN 83 APPENDIX A—ADDITIONAL INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES (UNAUDITED) 88 APPENDIX B—AMENDED AND RESTATED 2015 STOCK AWARD AND INCENTIVE PLAN 90 ii TABLE OF CONTENTS NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS May 15, 2024 The Annual Meeting of Shareholders of MINERALS TECHNOLOGIES INC., a Delaware corporation, will be held on Wednesday, May 15, 2024 at 9:00 a.m., Eastern Time, virtually at www.virtualshareholdermeeting.com/MTX2024, to consider and take action on the following items: 1. the election of three directors; 2. a proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of Minerals Technologies Inc. for the 2024 fiscal year; 3. an advisory vote to approve 2023 named executive officer compensation; 4. a proposal to approve an amendment of the 2015 Stock Award and Incentive Plan to increase the number of shares reserved and available for awards thereunder; and 5. any other business that properly comes before the meeting, either at the scheduled time or after any adjournment. Shareholders of record as of the close of business on March 19, 2024 are entitled to notice of and to vote at the meeting. April 4, 2024 New York, New York By Order of the Board of Directors, Timothy J. Jordan Vice President, General Counsel, Secretary and Chief Compliance Officer 1 TABLE OF CONTENTS PROXY SUMMARY PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the Company's 2023 performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Annual Meeting Information Date & Time Wednesday,

Executive compensation program design and linkage between pay and performance

Executive compensation program design and linkage between pay and performance Corporate governance Sustainability Diversity, equity and inclusion The outcomes of these engagements and key themes of feedback received are shared with the Board and we have taken various actions in response to the feedback, including: KEY FOCUS AREAS ACTIONS AND RESPONSES Executive Compensation Long-Term Incentive (LTI) compensation design Increased weighting of performance-based LTl to 50% to better align with best practices, beginning with awards granted In 2024. Metric for short-term and long-term incentive compensation programs Changed our short-term incentive compensation metric to return on net assets (RONA) as a good measure of profitability and capital efficiency with our business leadership having direct influence on outcome of this metric. Our long-term metric remains return on capital (ROC) which we feel is the best metric over time. Governance Combined Chair and CEO Board Leadership Structure We recognize that Board leadership structure is an important issue for many shareholders. Our Board believes that ensuring strong Board leadership is a crucial requirement to build long-term Shareholder value. Today, we believe the Company's Board leadership structure with a combined Chair and CEO, balanced by a strong Lead Independent Director, will deliver the best results. Board Diversity We are proud to share that over the past six years, 100% of our Director appointments have been diverse in race, ethnicity or gender , specifically Dr. Johnson in 2024, Mr. Motwani in 2022, Ms. Deans in 2019, and Ms. Pittman and Mr. Feder in 2017. Corporate Responsibility and Sustainability Enhanced reporting disclosures Increased risk management discussion in Global Reporting Initiative (GRI) framework, Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD). Published Commitment Letter to start Science

Executive Compensation Practices

Executive Compensation Practices Pay for Performance Culture Link Long-Term Compensation to Stock Performance Double Trigger for Vesting on Change in Control Clawback Policy Minimal Perquisites Stringent Stock Ownership Requirements for Directors and Executive Officers Retention Period on Exercised Stock Options and Vested DRSUs 50% of Long-Term Incentive Compensation is Performance-Based 9 TABLE OF CONTENTS PROXY SUMMARY

Executive Compensation Highlights

Executive Compensation Highlights The Company consistently delivers significant returns to its shareholders. In 2023, we recorded earnings per share of $5.21 and we generated income from operations of$280 million, each excluding special items. We also generated free cash flow of $140 million and improved our return on net assets (RONA) from 7.6% in 2022 to 8.2% in 2023. We believe these are key metrics of Company performance that correlate to shareholder value. The following illustrates the compensation of our Chief Executive Officer, Douglas T. Dietrich, over the past three years. The increase reflects the Company's performance over the period as well as the Committee's determination that target compensation should meet a market-based, competitive benchmark. For reference, we also illustrate the Company's operating income and earnings per share over the past three years. * Excludes special items Because the majority of our long-term incentive compensation in 2023 consisted of equity-based awards, the price of our stock directly affects the compensation realizable by our executives. The following is a comparison between the total realizable compensation for Mr. Dietrich for the years 2021 – 2023, determined as of December 31, 2023, and the total compensation we reported in the Summary Compensation Table for that time frame, which uses values for equity awards as of the date of grant. See "Compensation Discussion & Analysis — Relationship Between Company Performance and Chief Executive Officer Compensation for 2023" for more information. The Company's stock appreciated in value 17% from December 31, 2022 to December 31, 2023 which substantially increased the realizable compensation value for outstanding equity awards. 10 TABLE OF CONTENTS MINERALS TECHNOLOGIES INC. 622 THIRD AVENUE, 38th Floor NEW YORK, NEW YORK 10017-6707 April 4, 2024 PROXY STATEMENT This proxy statement ("Proxy Statement") contains information related to the annual meeting of sha

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