Form 8-K - Current report

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 9, 2024

MUELLER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-6770	25-0790410
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

150 Schilling Blvd. Suite 100 Collierville, Tennessee	38017
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:

(901) 753-3200

Registrant's Former Name or Address, if changed since last report:

N/A

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 (see General Instruction A.2. below):

☐	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	MLI	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 5.02

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.

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

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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1 2024 Incentive Plan (incorporated by reference to Annex 1 to the Company’s definitive proxy statement filed with the SEC on March 28, 2024).

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

Mueller Industries, Inc. Declares Cash Dividend for Second Quarter

COLLIERVILLE, Tenn., May 10, 2024 – Mueller Industries, Inc. (NYSE: MLI) announced today 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.

Mueller Industries, Inc. (NYSE: MLI) is an industrial corporation whose holdings manufacture vital goods for important markets such as air, water, oil and gas distribution; climate comfort; food preservation; energy transmission; medical; aerospace; and automotive. It includes a network of companies and brands throughout North America, Europe, Asia, and the Middle East.

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Statements in this release that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties. These include economic and currency conditions, continued availability of raw materials and energy, market demand, pricing, competitive and technological factors, and the availability of financing, among others, as set forth in the Company's SEC filings. The words "outlook," "estimate," "project," "intend," "expect," "believe," "target," "encourage," "anticipate," "appear," and similar expressions are intended to identify forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. The Company has no obligation to publicly update or revise any forward-looking statements to reflect events after the date of this report.

CONTACT

Jeffrey A. Martin

(901)753-3226