METTLER TOLEDO INTERNATIONAL INC/

Regulatory Filings • May 8, 2023

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, 2023

Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)

Delaware	File No.	13-3668641
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Polaris Parkway — Columbus,	OH
and
Im Langacher, P.O. Box MT-100
CH Greifensee, Switzerland	43240	and 8606
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 1- 614 - 438-4511 and +41-44-944-22-11

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MTD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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, 2023. As of the record date of March 6, 2023 there were 22,070,068 shares of common stock entitled to vote at the meeting. The holders of 20,349,038 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 eight directors for one-year terms

Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Robert F. Spoerry	18,310,418	1,449,249	39,508	549,863
Roland Diggelmann	19,641,293	147,411	10,471	549,863
Domitille Doat-Le Bigot	19,431,611	355,201	12,363	549,863
Elisha W. Finney	19,409,939	378,744	10,492	549,863
Richard Francis	19,616,397	172,352	10,426	549,863
Michael A. Kelly	19,307,578	480,753	10,844	549,863
Thomas P. Salice	17,406,445	2,382,409	10,321	549,863
Ingrid Zhang	19,742,746	46,110	10,319	549,863

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
20,034,722	305,650	8,666	—

Proposal 3 - Advisory vote to approve executive compensation

Votes For	Votes Against	Abstentions	Broker Non-Votes
17,138,112	2,620,131	40,932	549,863

Proposal 4 - Advisory vote on the frequency of advisory votes to approve executive compensation

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
19,556,851	11,716	223,418	7,190	549,863

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.

/s/ Michelle M. Roe
Michelle M. Roe
General Counsel