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):			December 14, 2023

Mettler-Toledo International Inc

(Exact name of registrant as specified in its charter)

Delaware

File No.

001-13595

13-3668641

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1900 Polaris Parkway

Columbus

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	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 (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 December 14, 2023, Mettler-Toledo International Inc. (the “Company”) announced that Board Chair Robert F. Spoerry will retire and not stand for re-election to the Board of Directors at the annual meeting of shareholders on May 9, 2024 (“Annual Meeting”). Mr. Spoerry’s decision to retire after more than 40 years of service was not related to any disagreement with the Company on any matter relating to its operations, policies, practices, or any issues regarding financial disclosures, accounting, or legal matters.

On December 14, 2023, the Company issued a related press release. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

In connection with the above, the shareholders will vote to elect eight directors at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.			Description
99.1			Press release, dated December 14, 2023, issued by Mettler-Toledo International Inc.
104			Cover 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: December 14, 2023	By:	/s/ Michelle M. Roe

		Michelle M. Roe
		General Counsel


FOR IMMEDIATE RELEASE						Exhibit 99.1

METTLER-TOLEDO INTERNATIONAL INC.

METTLER TOLEDO ANNOUNCES UPCOMING RETIREMENT OF BOARD CHAIR ROBERT SPOERRY

COLUMBUS, Ohio, USA – December 14, 2023 – Mettler-Toledo International Inc. (NYSE: MTD) announced today that Robert F. Spoerry will retire and not stand for re-election to the Board of Directors at the annual meeting of shareholders on May 9th, 2024. Mr. Spoerry served Mettler-Toledo for 40 years, including as the CEO from 1993 until 2007, and Chair of the Board of Directors since 1998, shortly after its IPO. Roland Diggelmann, an Independent Director of the Board, will be nominated to replace Mr. Spoerry as Chair of the Board of Directors in May 2024.

Mr. Spoerry stated, “It has been a great privilege to have worked with the team at Mettler-Toledo. This is the right time for a transition after enacting a carefully prepared succession and Board refreshment plan over the last few years. I am confident that this unique company is in an excellent position to build on its strong track record by leveraging its customer centric and innovation culture, and relentless drive for continuous improvement.”

Tom Salice, Lead Independent Director and Chair of the Nominating and Corporate Governance Committee, shared, “Roland has proven to be a strong addition to our Board, and his significant experience and strong cultural fit position him very well to become our next Board Chair. His many years as a CEO of multinational companies in the pharma/life science and medical technology industries, his extensive international expertise, and his non-executive director experience provide very valuable perspectives and insights.”

Roland Diggelmann stated, “I am honored to have been entrusted with this important responsibility, and it has been a privilege to work alongside Robert, the Board, and the entire executive team to prepare for this role. I am impressed with the Company’s long-standing track record of performance and will work diligently with the team on its many future market opportunities. I believe the Company is very well positioned for continued success.”

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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Document and Entity Information	Dec. 14, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 14, 2023
Entity File Number	001-13595
Entity Registrant Name	Mettler-Toledo International Inc
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3668641
Entity Address, Address Line One	1900 Polaris Parkway
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43240
City Area Code	614
Local Phone Number	438-4511
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MTD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001037646
Amendment Flag	false