Mettler-Toledo International (MTD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 9, 2026, are eligible to vote, with 20,248,505 shares outstanding.

• Voting can be done online, by phone, mail, or in person, and a quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Proposals include electing nine directors for one-year terms, ratifying PricewaterhouseCoopers LLP as auditor, and an advisory vote on executive compensation.

• No additional business is anticipated, but proxies may vote on other matters as needed.

• Shareholder proposals and director nominations for the next annual meeting must comply with specific timing and procedural requirements.

Board of directors and corporate governance

• The board consists of nine independent directors, including an independent non-executive chair and a lead director.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Annual board and committee self-evaluations, regular director refreshment, and mandatory retirement at age 72.

• Proxy access and majority voting in uncontested elections are in place; no poison pill is in effect.

• Directors must hold shares equal to five times their cash retainer within five years.