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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):June 26, 2024
Mettler Toledo International Inc
(Exact name of registrant as specified in its charter)
DelawareFile No.001-1359513-3668641
(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
43240and 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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueMTDNew 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 June 26, 2024, the Board of Directors of Mettler-Toledo International Inc. (the "Company") announced it has appointed Brian Shepherd as a director of the Company, effective July 2, 2024, and determined Mr. Shepherd qualifies as an "independent director" for purposes of the New York Stock Exchange listing standards.

Mr. Shepherd’s compensation for his services as a director will be consistent with that of the Company's other independent directors, as described in the Company's annual proxy statement filed with the Securities Exchange Commission on March 19, 2024. There are no arrangements or understandings between Mr. Shepherd and any other persons pursuant to which Mr. Shepherd was selected as a director, and there are no transactions in which Mr. Shepherd has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On June 26, 2024, the Company issued a press release announcing Mr. Shepherd’s appointment. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

The Board of Directors resolved to increase its size from eight people to nine people, effective July 2, 2024.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No. Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).*
*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.


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.

 

 METTLER-TOLEDO INTERNATIONAL INC.
   
Date:  June 26, 2024By:/s/ Michelle M. Roe
   
  Michelle M. Roe
  General Counsel


Document
FOR IMMEDIATE RELEASEExhibit 99.1

BRIAN SHEPHERD JOINS METTLER TOLEDO BOARD OF DIRECTORS

COLUMBUS, Ohio, USA – June 26, 2024 – Mettler-Toledo International Inc. (NYSE: MTD) announced today that Brian Shepherd has been appointed to its Board of Directors.

Mr. Shepherd most recently served as the Senior Vice President, Software and Control, of Rockwell Automation, Inc. from February 2021 through June 2024. Prior to this role, he was Division President, Production Software and Smart Factory, for Hexagon from 2017 to 2020. Mr. Shepherd previously held a variety of senior leadership roles at PTC Inc. over the course of his twenty-year tenure with the company, including as Executive Vice President and General Manager, Enterprise Segments, and Executive Vice President, Product Development.

Roland Diggelmann, Chair of the Board, stated, “Brian brings many years of broad leadership experience as an executive serving the industrial automation industry, a very important growth domain for METTLER TOLEDO. His experience using data and analytics to drive business value and his expertise in defining and executing strategies to advance Smart Factory and SaaS solutions will provide valuable perspectives to our business. We welcome Brian and look forward to his contributions to our Board.”


METTLER TOLEDO (NYSE: MTD) is a leading global supplier of precision instruments and services. We have strong leadership positions in all of our businesses and believe we hold global number-one market positions in most of them. We are recognized as an innovation leader and our solutions are critical in key R&D, quality control and manufacturing processes for customers in a wide range of industries including life sciences, food, and chemicals. Our sales and service network is one of the most extensive in the industry. Our products are sold in more than 140 countries and we have a direct presence in approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved a long-term track record of strong financial performance. For more information, please visit www.mt.com.


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