Mettler-Toledo (NYSE: MTD) investors approve board slate and say-on-pay

Rhea-AI Filing Summary

Mettler-Toledo International Inc. held its annual meeting of stockholders on May 7, 2026. Stockholders entitled to vote held 20,248,505 common shares, and 18,545,318 shares were represented in person or by proxy, establishing a quorum.

Stockholders elected all nine director nominees, with each receiving significantly more votes for than against. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. In addition, stockholders approved, on an advisory basis, the Company’s executive compensation program.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 20,248,505 shares Shares represented at meeting: 18,545,318 shares Say-on-pay votes for: 15,794,744 votes +4 more

7 metrics

Shares entitled to vote 20,248,505 shares Common stock as of March 9, 2026 record date

Shares represented at meeting 18,545,318 shares Present in person or by proxy at annual meeting

Say-on-pay votes for 15,794,744 votes Advisory approval of executive compensation

Say-on-pay votes against 2,177,522 votes Advisory approval of executive compensation

Auditor ratification votes for 17,396,232 votes Ratification of PricewaterhouseCoopers LLP

Auditor ratification votes against 1,141,457 votes Ratification of PricewaterhouseCoopers LLP

Broker non-votes on say-on-pay 556,174 votes Advisory executive compensation proposal

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote to approve executive compensation, quorum

4 terms

broker non-votes financial

"Broker Non-Votes 17,738,684 | 244,809 | 5,651 | 556,174"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote to approve executive compensation financial

"Proposal 3 - Advisory vote to approve executive compensation"

quorum financial

"18,545,318 shares were represented in person or in proxy at the meeting, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

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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): May 7, 2026

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,

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 7, 2026. As of the record date of March 9, 2026 there were 20,248,505 shares of common stock entitled to vote at the meeting. The holders of 18,545,318 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 nine directors for one-year terms

Name			Votes For			Votes Against			Abstentions			Broker Non-Votes
Roland Diggelmann			17,738,684			244,809			5,651			556,174
Domitille Doat-Le Bigot			17,374,364			590,859			23,921			556,174
Elisha W. Finney			17,762,474			221,090			5,580			556,174
Pablo Perversi			17,744,635			238,833			5,676			556,174
Thomas P. Salice			16,226,000			1,736,801			26,343			556,174
Brian Shepherd			17,798,432			184,132			6,580			556,174
Michael J. Tokich			17,915,884			66,872			6,388			556,174
Wolfgang Wienand			17,778,125			195,914			15,105			556,174
Ingrid Zhang			17,431,283			525,279			32,582			556,174

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
17,396,232			1,141,457			7,629			—

Proposal 3 - Advisory vote to approve executive compensation

Votes For			Votes Against			Abstentions			Broker Non-Votes
15,794,744			2,177,522			16,878			556,174

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.

Dated:

May 11, 2026

By:

/s/ Michelle M. Roe

Michelle M. Roe

Chief Legal Officer

FAQ

What did Mettler-Toledo (MTD) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing nine directors, ratifying PricewaterhouseCoopers LLP as independent auditor, and approving an advisory resolution on executive compensation. All three proposals received more votes in favor than against and were approved at the meeting.

How many Mettler-Toledo (MTD) shares were eligible and present for the 2026 annual meeting?

A total of 20,248,505 common shares were entitled to vote as of the March 9, 2026 record date. At the meeting, 18,545,318 shares were represented in person or by proxy, which was sufficient to constitute a quorum for conducting business.

Were all Mettler-Toledo (MTD) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees were elected for one-year terms. Each nominee, including Roland Diggelmann and others, received substantially more votes for than against, with additional broker non-votes recorded but not affecting the election outcomes.

Did Mettler-Toledo (MTD) stockholders approve the executive compensation advisory vote?

Yes. The advisory vote on executive compensation received 15,794,744 votes for, 2,177,522 votes against, and 16,878 abstentions, plus 556,174 broker non-votes. This indicates stockholder approval of the company’s executive pay program on a non-binding basis.

Who is Mettler-Toledo’s independent registered public accounting firm for 2026?

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm. The ratification received 17,396,232 votes for, 1,141,457 votes against, and 7,629 abstentions, with no broker non-votes recorded for this proposal.

When was Mettler-Toledo’s 2026 annual meeting held and who signed the report?

The 2026 annual meeting was held on May 7, 2026. The related report was signed on behalf of Mettler-Toledo International Inc. by Michelle M. Roe, the company’s Chief Legal Officer, as the duly authorized signatory under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB