Minerals Technologies Inc. Files Definitive Proxy Statement

TL;DR

MTX proxy statement filed. Shareholders get the details for upcoming votes.

AI Summary

Minerals Technologies Inc. filed a Definitive Proxy Statement (DEFA14A) on May 2, 2024. This filing, dated May 1, 2024, is related to the company's proxy materials for its shareholders. The filing is for the fiscal year ending December 31st and is governed by the 1934 Act.

Why It Matters

This filing provides shareholders with essential information regarding upcoming votes and company matters, allowing them to make informed decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• MINERALS TECHNOLOGIES INC (company) — Registrant
• 0000891014-24-000043 (filing_id) — Accession Number
• 20240502 (date) — Filing Date
• 1934 Act (regulation) — Governing Act

FAQ

Key Financial Figures

• $75 million — erly dividend and initiating a one-time $75 million share-repurchase program, consistent wi

Filing Documents

• def14a_0501.htm (DEFA14A) — 31KB
• image0.jpg (GRAPHIC) — 275KB
• 0000891014-24-000043.txt ( ) — 411KB

From the Filing

SCHEDULE 14A DATED MAY 1, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Minerals Technologies Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Explanatory Note On May 1, 2024, Minerals Technologies Inc. ("MTI") submitted to Glass Lewis a Report Feedback Statement ("RFS") regarding Glass Lewis's proxy paper with respect to MTI's 2024 Annual Meeting of Shareholders. The RFS is reproduced in its entirety below. May 1, 2024 Dear Shareholders: We appreciate the opportunity to respond directly to the Glass Lewis proxy paper published on April 23, 2024, regarding the 2024 Annual Meeting of Shareholders of Minerals Technologies Inc. ("MTI") scheduled for May 15, 2024. In its proxy paper, Glass Lewis recommends that MTI shareholders vote against the advisory vote to approve executive compensation ("say-on-pay"). We disagree with Glass Lewis' recommendation for the reasons outlined below and believe that the information in this letter, along with our definitive proxy statement filed with the US Securities and Exchange Commission on April 4, 2024 (the "Proxy Statement"), will be helpful to you as you cast your vote. 1) Glass Lewis lists "Significant disconnect between pay and performance" as a negative program feature. We believe this analysis is flawed. MTI's CEO realizable pay is strongly aligned with total shareholder return, according to Glass Lewis' own analysis. Glass Lewis' evaluation of Mr. Dietrich's realizable compensation over the long term, which reflects the impact of stock price on compensation, as set forth on page 9 of Glass Lewis' proxy paper, indicates that realizable pay is strongly aligned with total shareholder return, as both were slightly above the 50 th percentile of market and industry peers as determined by Glass Lewis. This view is not reflected in Glass Lewis' evaluation of pay-for-performance. Furthermore, Glass Lewis' pay-for-performance model on page 7 of their proxy paper does not reflect the strong performance of MTI. MTI's TSR performance outperformed the Glass Lewis peer group. Glass Lewis compares MTI's earnings per share growth, ROE and ROA unfavorably to the Glass Lewis peer group. However, we believe Glass Lewis is not considering the impact of special non-recurring items, most of which were non-cash charges associated with the deconsolidation of our talc business. Excluding these one-time items, MTI's earnings per share increased by 31% over the past 3 years and increased by 7% in 2023 as compared to 2022. MTI's 2023 ROE and ROA, excluding special items, were 10.5% and 5.0%, respectively, and both metrics improved on a prior year and three-year basis.* In addition, Glass Lewis compares MTI's change in operating cash flow unfavorably to peers. However, our operating cash flow increased by 121% as compared to 2022 and was 21% above the prior three-year average. A deeper review of our performance in 2023 should reveal that MTI did not perform worse than its peers. In 2023, MTI delivered record-setting sales, operating income, EBITDA and earnings per share, all excluding special items. The continued execution of our strategic initiatives has transformed MTI into a higher growth, higher margin, and higher value company. We published 5-year financial targets associated with our strategy at our Investor Day in May 2023, and after the first year, we are on track to achieve those targets. Additionally, we returned value to shareholders through doubling our qua

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