UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Check the appropriate box:

METTLER-TOLEDO INTERNATIONAL INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Mettler-Toledo International Inc.

Im Langacher 44 8606 Greifensee Switzerland		1900 Polaris Parkway Columbus, Ohio 43240 USA

March 16, 2015

Dear Fellow Shareholder:

You are cordially invited to attend the 2015 Annual Meeting of Shareholders of Mettler-Toledo International Inc. to be held on Thursday, May 7, 2015, at 8:00 a.m. at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP on 375 Park Avenue, New York, New York.

The Secretary’s notice of the meeting and the proxy statement which appear on the following pages describe the matters to be acted upon at the meeting.

We have distributed a Notice of Internet Availability of Proxy Materials to some shareholders instead of delivering paper copies. The Notice sent provides information about accessing the proxy materials online and describes the voting methods available to all shareholders. Shareholders receiving the notice will also have the opportunity to request a paper copy of the proxy materials through the instructions provided. Any shareholders that do not receive the notice will receive a paper copy of all proxy materials through the mail. To change the way you receive proxy statements in the future please make a request in the appropriate space on the proxy card.

Please sign and return your proxy as soon as possible so that your vote will be counted. You may also vote over the Internet or by telephone by following the instructions on your proxy card.

Sincerely yours,

Robert F. Spoerry
Chairman of the Board

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Table of Contents

		Page
Notice to Shareholders of Annual Meeting			iii
About the Meeting and Voting			1
Proposal One: Election of Directors			2
Board of Directors — General Information			6
Board of Directors — Operation			10
Audit Committee Report			12
Proposal Two: Ratification of Independent Registered Public Accounting Firm			14
Nominating and Corporate Governance Committee Report			15
Proposal Three: Vote to Approve Amending the Company’s By-laws to Adopt an Exclusive Forum for Certain Disputes			17
Compensation Discussion and Analysis			19
Compensation Committee Report			31
Proposal Four: Advisory Vote to Approve Executive Compensation			33
Share Ownership			34
Additional Information			35

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Mettler-Toledo International Inc.

 

Notice to Shareholders of Annual Meeting

 

Time:		8:00 a.m. on Thursday, May 7, 2015
Place:		Fried, Frank, Harris, Shriver & Jacobson LLP, 375 Park Avenue, New York, New York
Items of Business:		1. To elect eight directors
		2. To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm
		3. Vote to approve amending the company’s by-laws to adopt an exclusive forum for certain disputes
		4. Advisory vote to approve executive compensation
		5. To transact any other business properly brought before the meeting
Who Can Vote:		You can vote if you were a shareholder of record on March 9, 2015
Annual Report:		A copy of our 2014 Annual Report is enclosed
Date of Mailing:		On or about March 16, 2015

By order of the Board of Directors

James T. Bellerjeau
General Counsel and Secretary

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 7, 2015: This proxy statement and our 2014 Annual Report are available at the Internet address set out on your proxy card.

 

Whether or not you plan to attend this annual meeting, please complete the enclosed proxy card and promptly return it in the accompanying envelope. You may also vote over the Internet or by telephone by following the instructions on your proxy card.

 

This proxy statement is furnished in connection with the solicitation of proxies by Mettler-Toledo International Inc. on behalf of the Board of Directors for the 2015 Annual Meeting of Shareholders.

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ABOUT THE MEETING AND VOTING

Proposals to be Voted On

Shareholders will vote on the following proposals at the meeting. The board has not received proper notice of, and is not aware of, any additional business to be transacted at the meeting other than as indicated below.

Proposals

We know of no other matter to be brought before the annual meeting. If other matters requiring a vote of the shareholders come before the meeting, it is the intention of the persons named in the proxy to vote the proxies with respect to those matters in accordance with their reasonable judgment.

Shareholders Entitled to Vote

Each share of common stock outstanding as of the close of business on March 9, 2015 (the “record date”), is entitled to one vote at the annual meeting on each matter properly brought before the meeting. As of the record date, 28,079,137 shares of common stock were outstanding.

A quorum needs to be present at the meeting in order to hold the meeting. A quorum is a majority of the company’s outstanding shares of common stock as of the record date. Your shares are counted as present at the meeting if you attend the meeting and vote in person, vote by Internet, vote by telephone, or properly return a proxy card by mail. Abstentions shall also be counted in determining whether a quorum is present.

If you do not provide a proxy or vote the shares yourself, your shares will not be voted. Proxies that are signed and returned but do not contain instructions will be voted “FOR” the items of business described in the proxy.

How to Vote

BY PROXY — You may vote your shares by proxy. If you vote your shares by proxy, you are legally designating another person to vote your shares in accordance with your instructions. To vote by proxy, complete, sign, and return the enclosed proxy card by mail as described on your proxy card. Alternatively, you may vote over the Internet or by telephone by following the instructions on your proxy card.

IN PERSON — You may vote your shares by attending the meeting and voting your shares in person. The meeting is being held at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP at the address indicated in the Notice to Shareholders.

Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. This will enable us to receive votes in advance of the meeting to ensure that a quorum is present for the meeting. If you vote by proxy and subsequently decide to change your vote, you may revoke your proxy at any time before the polls close at the meeting. However, you may only do this by signing another proxy with a later date, completing a written notice of revocation and returning it to the address on the proxy card before the meeting, or voting in person at the meeting.

Vote Tabulation; Voting Results

The company appoints an independent inspector of election, who also tabulates the voting results. The meeting’s voting results will be disclosed promptly following the meeting in a Form 8-K filed with the Securities and Exchange Commission.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

The nominees for the Board of Directors are listed below. If elected, each nominee will hold office until next year’s annual meeting of shareholders and until their successors have been duly elected and qualified. All nominees are currently directors. The Board of Directors has no reason to believe any nominee would be unable or unwilling to serve if elected. In the event a nominee is unable to serve, the persons designated as proxyholders for the company will vote for the remaining nominees and for such other person as the Board of Directors may nominate.

A director is elected if a majority of the votes cast with respect to the director are voted “FOR.” However, if the number of nominees exceeds the number of directors to be elected, a director is elected by the affirmative vote of a plurality of the votes cast. Votes cast shall include votes for or against a director. An abstention shall not count as a vote cast with respect to a director. If a majority fails to reelect an incumbent director when a majority vote is required, he or she shall continue to serve until the next annual meeting and until his or her successor is duly elected; or until the Board of Directors accepts his or her resignation or removes him or her, if earlier. If the Board of Directors accepts an incumbent director’s resignation, or if a non-incumbent nominee for director is not elected, the Board of Directors, in its sole discretion, may fill any resulting vacancy, or may decrease the size of the Board of Directors, in each case pursuant to the provisions of Sections 1 and 2 of Article II of the company’s by-laws.

Qualifications of Director Nominees

The members of our Board of Directors have had diverse backgrounds and experiences during the course of their careers. These individual backgrounds and experiences better enable the board to perform its duties.

Wah-Hui Chu is 63 years old and has been a director since January 2007. He serves on the Nominating and Corporate Governance Committee. He has a Master’s in Business Administration from Roosevelt University.

In 2013, Mr. Chu served as Chief Executive Officer of Tingyi Asahi Beverages, the largest soft drink company in China with over $6 billion in revenue, and was its Executive Director until February 2014. He served as a Director of Li Ning Company Limited from July 2007 through December 2012; and was Executive Director and Chief Executive Officer of Next Media Limited, the leading publicly traded media company in Hong Kong that focuses on the greater China region, from October 2008 to October 2011. He also served as Chairman of PepsiCo Investment (China) Limited from March 2012 to December 2013.

Mr. Chu spent many years as an executive at PepsiCo, serving as: non-executive Chairman of PepsiCo International’s Asia Region from April 2007 to April 2008; and President of PepsiCo International — China Beverages Business Unit from March 1998 to March 2007.

Mr. Chu has extensive professional experience in management positions at leading U.S. companies’ Asian businesses, having spent a substantial majority of his time since 1980 in Asia with Quaker Oats Company, H.J. Heinz Company, Whirlpool Corporation, Monsanto Company, and PepsiCo. The company has significant operations in Asia and is making significant investments in Asia, particularly China, and a person with Mr. Chu’s background provides valuable assistance and insight to the company.

Francis A. Contino is 69 years old and has been a director since October 2004. He is considered one of the board’s financial experts, and serves as Chairman of the Audit Committee. He has been Managing Director of FAC&B LLC since July 2008.

Mr. Contino spent many years as an executive at McCormick & Company, Inc., a global leader in the manufacture and distribution of spices, seasoning mixes, condiments, and other products to the food industry, with more than $4 billion in sales. He served McCormick as: a member of the Management Committee, Executive Vice President and a member of the Board of Directors from 1998 to 2008; Chief Financial Officer from 1998 through October 2007; and Executive Vice President responsible for Supply Chain from 2002 to 2004 and responsible for Strategy from 2004 to 2008. Prior to joining McCormick, Mr. Contino was Managing Partner of the Baltimore office of Ernst & Young.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

Mr. Contino has extensive financial experience from his background as a Certified Public Accountant, his 20-year tenure as an Audit Partner at Ernst & Young, where he served as coordinating partner for large multinational public companies, and from his 10-year service as the Chief Financial Officer of McCormick & Company. With his experience at McCormick, Mr. Contino also brings valuable insights into the food sector, which is a key end-user market for the company.

Olivier A. Filliol is 48 years old and has been a director since January 2009. He has a Master’s (lic. oec.) and Ph.D. (Dr. oec.) in Business Administration from the University of St. Gallen, Switzerland, and has completed executive education at the Business School of Stanford University. He has been President and Chief Executive Officer of the Company since January 1, 2008.

Prior to his current role with the Company, Mr. Filliol served the Company as: Head of Global Sales, Service and Marketing from April 2004 to December 2007; Head of Process Analytics from June 1999 to December 2007; and General Manager of the U.S. checkweighing operations from June 1998 to June 1999. Prior to joining the Company, Mr. Filliol was a Strategy Consultant with the international consulting firm Bain & Company working in the Geneva, Paris, and Sydney offices.

Mr. Filliol has broad experience across many of the company’s businesses. He led one of the company’s divisions over an eight year period and he was the principal architect behind the company’s growth initiative in sales and marketing. He has particular strengths in both strategy development and execution. As CEO of the company, Mr. Filliol also brings the board the necessary insights into understanding the global operations of the company.

Michael A. Kelly is 58 years old and has been a director since July 2008. He serves on the Compensation Committee. He has completed executive education at The Wharton School of the University of Pennsylvania. He has been Executive Vice President, Electronics and Energy Business of 3M Company since October 2012.

Prior to his current position at 3M, Mr. Kelly was previously the Executive Vice President, Display and Graphics starting in October 2006. He has served in various management positions in the U.S., Singapore, Korea, and Germany since he joined 3M in 1981.

In his role as the Executive Vice President of 3M’s Electronics and Energy Business, Mr. Kelly has global responsibility for all operational and strategic elements of this $6 billion business, including the Electronic Materials, Electrical Markets, Communications Markets, Renewable Energy, and Display Materials Systems Businesses of 3M. Mr. Kelly’s business also has responsibility for all film manufacturing for 3M. In running this complex and highly technical set of global businesses, Mr. Kelly has experience in several topics relevant to the company, including strategic planning, restructuring, shifting business focus to emerging markets, and operational matters generally.

Hans Ulrich Maerki is 68 years old and has been a director since September 2002. He serves on the Compensation and Nominating & Corporate Governance Committees. He has a Master’s in Business Administration from the University of Basel, Switzerland, and a 2010 Senior Fellowship of Advanced Leadership at Harvard University. Mr. Maerki is a Director of Swiss Re.

Mr. Maerki spent many years as an executive at IBM, serving as the: Chairman of IBM Europe/Middle East/Africa (EMEA) from August 2001 to March 2008; Chief Executive Officer of IBM EMEA from July 2003 to May 2005; General Manager of IBM Global Services, EMEA from 1996 to July 2001; and various other positions at IBM beginning in 1973. He was a director at ABB Ltd. for 12 years, from May 2002 until May 2014.

In his 35-year tenure at IBM, including ultimately running a business with approximately $35 billion in revenue across 124 countries, Mr. Maerki has made extensive contributions in addressing service, software, and other IT-related topics, and also has deep experience in marketing and sales. These are areas of increasing importance to the company’s business, and as a result this experience is very relevant. By virtue of his service on the board of ABB, Mr. Maerki also had insight into the industrial end-user market, which is another key market for the company.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

George M. Milne, Jr., Ph.D., is 71 years old and has been a director since September 1999. He serves as Chairman of the Nominating and Corporate Governance Committee. He has a Ph.D. in Organic Chemistry from the Massachusetts Institute of Technology (MIT). Dr. Milne is a venture partner of Radius Ventures, LLC, a Director of Charles River Laboratories Inc., and serves on the boards of several private companies and charitable organizations.

From 1970 to July 2002, Dr. Milne held various management positions with Pfizer Corporation, including Executive Vice President, Pfizer Global Research and Development, and President, Worldwide Strategic and Operations Management. Prior to that he served Pfizer as: Senior Vice President and a member of the Management Council; and President of Central Research from 1993 to July 2002, with global responsibility for Pfizer’s Human and Veterinary Medicine Research and Development. Dr. Milne was a Director of Athersys Inc. for 10 years, from 2002 until 2012.

With his long tenure at Pfizer Corporation, his work as a venture partner with Radius Ventures, and through his service on multiple life science boards, Dr. Milne has a deep understanding of R&D processes and the services, tools, and technologies being used in the life science industry. The life science industry is one of the company’s most important end-user markets and the board wishes to have members with broad exposure to this industry. This helps the board understand industry trends, and to assess product development and marketing strategies.

Thomas P. Salice is 55 years old and has been a director since October 1996. He is considered one of the board’s financial experts, and serves on the Audit Committee and as Chairman of the Compensation Committee. He has a Master’s in Business Administration from Harvard University. Mr. Salice is a co-founder, principal, and Managing Member of SFW Capital Partners, LLC, a private equity firm. He is a Director of Waters Corporation and the privately-held companies Essen Bioscience, Inc., Industrial Dynamics Holdings, Ltd., and Spectro Scientific Inc.

Mr. Salice has been a Managing Member of SFW Capital Partners since January 2005. From June 1989 to December 2004, he served in a variety of capacities with AEA Investors, Inc., including Managing Director, President and Chief Executive Officer, and Vice-Chairman.

Mr. Salice has more than 25 years private equity experience, including as an investor in the analytical tools sectors and related service businesses, which has given him extensive operational, industry, and strategic knowledge in key company business areas. Mr. Salice led the team at AEA Investors in the acquisition of the company in 1996 and has served on the board since that time. Mr. Salice has in-depth experience in strategic planning, corporate finance, investor relations, mergers and acquisitions, and other topics that are relevant to the board.

Robert F. Spoerry is 59 years old and has been a director since October 1996. He has been Chairman of the Board of Directors of the Company since May 1998. He has a Master’s in Mechanical Engineering from the Federal Institute of Technology in Zurich, Switzerland, and a Master of Business Administration from the University of Chicago.

Mr. Spoerry was President and Chief Executive Officer of the Company from 1993 to 2007 and served as its Executive Chairman in 2008. Mr. Spoerry is also a Director of Conzzeta Holding AG, Geberit AG, and Sonova Holding AG, for whom he has served as Chairman since March 2011. Mr. Spoerry previously served as a Director of Holcim Ltd. and Schaffner Holding AG through March 2011.

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PROPOSAL ONE:
ELECTION OF DIRECTORS

As the former President and CEO of the company, Mr. Spoerry has long-standing experience in the global precision instrument industry and a deep knowledge of the company, including its organization, products, markets, customers, and competitors. He has a strong technical background and experience with innovation-driven companies. Mr. Spoerry has broad international experience across industries and businesses relevant to the company, including by virtue of his service on several other boards of directors.

Mr. Spoerry spends an average of one to two days per week devoted to his service as Chairman of the Board. His deep understanding of the company, its markets, customers, and competitors, which was developed over more than thirty years of service, is a unique and valuable qualification that we believe provides a substantial benefit to the company and its shareholders.

The Board of Directors recommends that you vote FOR the election of each of the directors listed above. Proxies will be voted “FOR” each nominee unless otherwise specified in the proxy.

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BOARD OF DIRECTORS — GENERAL INFORMATION

Composition of the Board; Board Leadership Structure

The company’s by-laws require the Board of Directors to consist of between five and ten directors. As of the annual meeting, the number of directors will be fixed at eight, consisting of a Chairman, the CEO, and six independent directors. Each director holds a one-year term until the next annual meeting of shareholders. The board has three committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

The primary tasks of the board include oversight of the company’s strategy and governance matters, review of the company’s financial matters, and evaluation of how the company executes against objectives. Management’s tasks include setting strategy and running the company’s operations. The company believes having a separate CEO and Chairman allows the Chairman to function as an important liaison between management and the board, helping ensure the board fulfills its oversight responsibilities.

To ensure the board has sufficient independence from management, the board has also established a lead independent director (the Presiding Director) who oversees executive sessions of the independent directors and all meetings of directors at which the Chairman is not present. The Presiding Director also coordinates with the Nominating and Corporate Governance Committee on director nominations as described in the Nominating and Corporate Governance Committee report below. Mr. Salice is currently serving as the Presiding Director.

Corporate Governance Guidelines

The board has established corporate governance guidelines that contribute to the overall operating framework of the board and the company. These guidelines cover topics including director qualifications, the director nomination process, the responsibilities of directors (including with respect to leadership development and management succession), meetings of non-management directors, and director compensation. The guidelines are available on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance” and are available in print to any shareholder who requests them. Shareholders may request copies free of charge from Investor Relations, Mettler-Toledo International Inc., 1900 Polaris Parkway, Columbus, OH 43240, USA, telephone +1 614 438 4748.

Responsibility of the Board of Directors in Governance & Role in Risk Oversight

It is the responsibility of the Board of Directors to establish and monitor the company’s internal governance practices and work toward the long-term success of the company. The company has adopted a code of business conduct and ethics, known as the code of conduct. All actions of the company’s Board of Directors, executive officers, and employees are governed by the company’s code of conduct. The board did not approve any waiver of the code of conduct by an executive officer or director in 2014. A copy of the code of conduct is available at www.mt.com under “About Us/Investor Relations/Corporate Governance” and is available in print to any shareholder who requests it.

The board is involved in the oversight of the company’s risk management process as follows: Each year, the company conducts an enterprise risk assessment under the supervision of the Executive Vice President. The full board receives the results of the assessment, including an evaluation of risks and a description of actions taken by the company to mitigate risk. The Audit Committee reviews the results in detail and reports on its review to the board.

Compensation-Related Risk

Management and the Compensation Committee have evaluated the company’s compensation programs generally at different levels throughout the organization. Among other things, we considered that for executives who have the largest potential incentive compensation, a significant portion of total compensation is comprised of stock options that vest over five years and have a ten-year life, which drives emphasis on long-term performance. We also considered the applicability of the various situations described in Item 402(s) of Regulation S-K. We concluded from our evaluation that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the company.

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BOARD OF DIRECTORS — GENERAL INFORMATION

Minimum Qualifications for Directors

Members of the Board of Directors must demonstrate integrity, reliability, knowledge of corporate affairs, and an ability to work well together. We also consider diversity in business background, area of expertise, gender, and ethnicity when selecting board nominees. The company’s corporate governance guidelines contain additional details.

Independence of the Board

The board uses the following criteria in evaluating independence: (i) independence under the rules of the New York Stock Exchange; and (ii) no relationships with the company (other than as a director or shareholder) or only immaterial relationships. The independence criteria are contained in the company’s corporate governance guidelines. The board solicits information from directors as to any relationship the director or his immediate family member has with the company that might affect the director’s independence. The board also evaluates directors’ independence pursuant to current New York Stock Exchange rules.

The Board of Directors has determined that the following types of relationships are categorically immaterial:

In light of these criteria, the board has determined that Messrs. Chu, Contino, Kelly, Maerki, Milne, and Salice are independent. Mr. Spoerry, Chairman of the Board, and Mr. Filliol, President and Chief Executive Officer, are not independent.

Meeting of Non-Employee Directors

The board schedules regular executive sessions for its non-employee members, typically as part of each board meeting. The Presiding Director acts as chairman of these meetings.

Director Attendance at Board Meetings and the Annual Meeting

The board expects that its members will attend all meetings of the board and the annual meeting of shareholders. The Board of Directors met four times in 2014. Each director attended at least 75% of all board and committee meetings of which the director is a member and all directors attended the 2014 annual meeting of shareholders.

Policy Limiting Director Service on Other Public Company Boards; Director Resignation

The board has adopted a policy that directors may not serve on more than six public company boards. The board also has a policy that directors will offer their resignation upon a change in professional position or in circumstances that might affect a director’s ability to serve on the board. In such circumstances, the Nominating and Corporate Governance Committee takes the lead on determining the appropriate course of action.

Director Retirement Policy

The Board of Directors has adopted a retirement policy pursuant to which directors will retire on the day of the annual meeting that follows their 72^nd birthday. In adopting this policy, the Board of Directors considered the importance of ensuring a mix of ages among board members and the balance of continuity versus fresh perspectives.

Director Share Ownership

The company’s equity ownership guidelines adopted in July 2009 call for non-employee Directors to hold company shares with a value equal to five times their cash retainer. The Chairman shall hold company shares with a value equal to five times his base salary. In 2014 all directors satisfied the ownership requirement. All directors nominated for reelection currently satisfy the ownership requirement.

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BOARD OF DIRECTORS — GENERAL INFORMATION

Contacting the Board of Directors

Interested parties, including shareholders, may contact the Board of Directors, the Presiding Director individually, or the non-management directors as a group via: EMAIL to PresidingDirector@mt.com; or REGULAR MAIL to Mettler-Toledo International Inc., Im Langacher 44, 8606 Greifensee, Switzerland, Attention: Presiding Director.

Director Compensation

The Chairman receives a salary and an option grant, participates in the various Swiss personnel insurances (pension plan, accident and disability insurance), and receives certain miscellaneous benefits described below.

The other directors (except the CEO, Mr. Filliol, whose compensation is described in the Compensation Discussion and Analysis) are compensated by an annual cash retainer, committee member fees, and per meeting fees for board and committee meetings attended. Board members may also receive a $750 meeting fee for performing interviews of board candidates. Directors are reimbursed for traveling costs and other out-of-pocket expenses incurred in attending board and committee meetings. Directors also receive an annual stock option grant and a grant of stock. The following provides an overview of the elements of 2014 director compensation:

Annual cash retainer		$	50,000
Fee per board meeting attended		$	1,000
Fee per committee meeting attended		$	750
Annual grant of stock options – number granted			1,268
Annual grant of stock (excluding the Presiding Director) – number granted			89
Annual grant of stock to the Presiding Director – number granted			189
Committee member fees:
• Audit		$	10,000
• Compensation		$	5,000
• Nominating and Corporate Governance		$	3,000
Committee Chair fees (in addition to member fees):
• Audit		$	10,000
• Compensation		$	5,000
• Nominating and Corporate Governance		$	3,000

The actual amounts paid to each director with respect to 2014 are set out in the following table.

2014 Director Compensation

Name		Fees Earned or Paid in Cash				Stock Awards(1)				Option Awards(1)				Nonqualified Deferred Compensation Earnings(2)				All Other Compensation(3)				Total
Wah-Hui Chu		$	59,250			$	23,462			$	98,448			$	—			$	—			$	181,160
Francis A. Contino			77,000				23,462				98,448				—				—				198,910
Michael A. Kelly			62,750				23,462				98,448				—				—				184,660
Martin D. Madaus(4)			66,000				23,462				98,448				—				—				187,910
Hans Ulrich Maerki			68,750				23,462				98,448				—				—				190,660
George M. Milne			63,000				23,462				98,448				—				—				184,910
Thomas P. Salice			80,750				49,824				98,448				—				—				229,022
Robert F. Spoerry			437,350				—				550,079				96,217				555,645				1,639,291

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BOARD OF DIRECTORS — GENERAL INFORMATION

At December 31, 2014, each director held stock options (vested and unvested) with respect to the following number of shares:

		Stock Options
		(#)
Wah-Hui Chu			23,864
Francis A. Contino			13,164
Michael A. Kelly			17,864
Martin D. Madaus			8,574
Hans Ulrich Maerki			29,864
George M. Milne			26,864
Thomas P. Salice			26,864
Robert F. Spoerry			214,395

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BOARD OF DIRECTORS — OPERATION

The Board of Directors has three committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee has the authority to engage advisors or consultants as it deems appropriate to carry out its responsibilities. The membership and meetings of the committees are described in the following table.

Name

Audit(1)

Compensation(2)

Nominating & Corporate Governance

Wah-Hui Chu

X

Francis A. Contino

X

Michael A. Kelly

X

Martin D. Madaus

X

Hans Ulrich Maerki

X

X

George M. Milne

X

Thomas P. Salice

X

X

Total meetings in 2014

4

5

3

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BOARD OF DIRECTORS — OPERATION

Committee Charters

Each committee of the Board of Directors has a written charter setting forth the responsibilities of the committee in detail. The charters are reviewed annually and updated as necessary to comply with relevant regulations. The committee charters can be found on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance” and are available free of charge in print to any shareholder who requests them. The primary functions of the committees are as follows:

Audit		Compensation		Nominating & Corporate Governance
• Oversees the accounting and financial reporting process of the company		• Discharges the responsibilities of the company’s Board of Directors relating to compensation of the company’s executives		• Identifies, screens, and recommends qualified candidates to serve as directors of the company
• Assists with board oversight of the integrity of the company’s financial statements, and the sufficiency of the independent registered public accounting firm’s review of the company’s financial statements		• Reviews and monitors compensation arrangements so that the company continues to retain, attract, and motivate quality employees		• Advises the board on the structure and membership of committees of the board
• Assists with board oversight of the performance of the company’s internal audit function		• Reviews an annual report on executive compensation for inclusion in the company’s proxy statement		• Develops and recommends to the board corporate governance guidelines applicable to the company
• Oversees the appointment, engagement and performance of the company’s independent registered public accounting firm		• Reviews the Compensation Discussion and Analysis included in the company’s proxy statement		• Leads the board in its annual review of the board’s performance
• Assists with board oversight of the company’s compliance with legal and regulatory requirements

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AUDIT COMMITTEE REPORT

The Audit Committee assists the board in overseeing the accounting and financial reporting processes of the company and audits of the financial statements of the company. The Audit Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance.” In discharging its oversight role, the Audit Committee discussed the audited financial statements contained in the 2014 annual report separately with the company’s independent registered public accounting firm and the company’s management and reviewed the company’s internal controls and financial reporting.

The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC), is responsible for auditing the company’s consolidated financial statements as well as the company’s internal control over financial reporting. PwC issues opinions as to (1) whether the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the company and its subsidiaries in accordance with accounting principles generally accepted in the United States of America, and (2) whether the company maintained, in all material respects, effective control over financial reporting.

Audited Financial Statements

In reviewing the company’s audited financial statements with PwC, the Audit Committee discussed the matters required to be discussed by the Public Company Accounting Oversight Board’s Statement on Auditing Standards No. 16, as amended, and other matters including, without limitation:

In reviewing the company’s audited financial statements with the company’s management, the Audit Committee discussed the same topics listed above with management, including, without limitation, the process used by management in formulating accounting estimates and the reasonableness of those estimates.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the board approved, that the audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Independent Registered Public Accounting Firm Fees

		Audit Fees				Audit-Related Fees				Tax Fees				All Other Fees
2014		$	3,682,000			$	104,200			$	289,000			$	1,800
2013		$	3,713,000			$	95,000			$	166,000			$	3,000

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AUDIT COMMITTEE REPORT

Audit Fees — Represents fees for the audit of the annual financial statements, including the Sarbanes-Oxley §404 attestation opinion, review of financial statements included in quarterly reports on Form 10-Q, and audit services provided in relation to our Blue Ocean program of information technology investment.

Audit-Related Fees — The audit-related fees in 2014 and 2013 related primarily to due diligence work in connection with acquisition transactions.

Tax Fees — The 2014 and 2013 tax fees were primarily for tax compliance-related services.

Other Fees — No significant other services were performed by PwC for the company in 2014 or 2013.

The Audit Committee has determined that PwC’s provision of the services included in the categories “Tax Fees” and “Other Fees” is compatible with PwC maintaining its independence. All non-audit services were approved in advance by the Audit Committee pursuant to the procedures described below.

Audit Committee Approval of Non-Audit Services

The Audit Committee approves all non-audit services PwC provides in accordance with the following framework:

The independent registered public accounting firm ensures that all audit and non-audit services provided to the company have been approved by the Audit Committee. Each year, the company’s management and the independent registered public accounting firm confirm to the Audit Committee that every non-audit service being proposed is permissible.

Independent Registered Public Accounting Firm for 2015

The Audit Committee has appointed PwC as the company’s independent registered public accounting firm to audit and report on the company’s consolidated financial statements for the fiscal year ending December 31, 2015 and to perform such other services as may be required of them.

Respectfully submitted by the members of the
Audit Committee:

Francis A. Contino, Chairman
Martin Madaus
Thomas P. Salice

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PROPOSAL TWO:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

You are being asked to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm. The Audit Committee has appointed PwC, independent public accountants, to audit and report on the company’s consolidated financial statements for the fiscal year ending December 31, 2015 and to perform such other services as may be required of them.

Auditor Attendance at Annual Meeting

Representatives of PwC are expected to be present at the annual meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate shareholder questions.

Limitation on Amount of Audit Fees

We have no existing direct or indirect understandings or agreements with PwC that place a limit on current or future years’ audit fees. Please see the Audit Committee Report above for further details concerning PwC’s fees.

The Board of Directors recommends that you vote FOR ratification of the appointment of PwC as independent registered public accounting firm. Proxies will be voted “FOR” ratification of the appointment of PwC unless otherwise specified in the proxy.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT

The Nominating and Corporate Governance Committee assists the board in identifying and recommending individuals to be nominated for election to the Board of Directors by shareholders. The committee is responsible for advising the board on the structure and membership of committees of the board as well as developing corporate governance guidelines applicable to the operation of the company. The Nominating and Corporate Governance Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance.” We describe below the process the committee established to nominate directors to the Board of Directors as well as some of the committee’s recent corporate governance activities.

Director Nomination Process

When there is an actual or anticipated board vacancy, candidates for the Board of Directors may be recommended by (i) any member of the Nominating and Corporate Governance Committee, (ii) other board members, (iii) third parties engaged for that purpose by the committee, and/or (iv) the company’s shareholders. The Nominating and Corporate Governance Committee will consider shareholder recommendations and evaluate them in the same manner as other candidates. Shareholders interested in recommending a person to be a director of the company must make such recommendation in writing. The recommendation must be forwarded to the Secretary of the company at: Mettler-Toledo International Inc., Im Langacher 44, 8606 Greifensee, Switzerland. Shareholder recommendations must include the information and be sent within the time-frames specified in the company’s by-laws, a copy of which can be obtained from the Secretary. Additional details regarding minimum qualifications for director nominees can be found in the corporate governance guidelines on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance.”

The Nominating and Corporate Governance Committee proceeds as follows in nominating candidates for a position on the company’s Board of Directors.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT

During 2014, the Nominating and Corporate Governance Committee evaluated changes in individual Directors’ professional status to evaluate their ability to continue serving on the board. With regard to the current board nominees, the Nominating and Corporate Governance Committee has recommended to the board that eight current directors be nominated for re-election.

In 2014, the Nominating and Corporate Governance Committee also evaluated potential amendments to the company’s by-laws, including an amendment to specify an exclusive forum for certain litigation. It recommended to the board that this amendment be submitted to the shareholders for a vote at the 2015 annual meeting of shareholders.

Respectfully submitted by the members of the
Nominating and Corporate Governance
Committee:

George M. Milne, Chairman
Wah-Hui Chu
Hans Ulrich Maerki

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PROPOSAL THREE:
VOTE TO APPROVE AMENDING
THE COMPANY’S BY-LAWS TO ADOPT
AN EXCLUSIVE FORUM FOR CERTAIN DISPUTES

In recent years a trend has continued that threatens share value for most shareholders: shareholders forcing companies into inefficient litigation. The trend is evidenced by lawsuits that often follow a merger announcement, which have become almost a matter of course.

Plaintiffs who bring these lawsuits claim they do so for the benefit of shareholders but often end up harming most shareholders. The suits are always costly in terms of the company’s time and money, and these costs are magnified when the same claims are made in multiple jurisdictions. This forces companies to fight the same battle on multiple fronts, and where there are additional threats, for example that the company will receive inconsistent rulings or rulings from courts with little experience applying the applicable laws.

In recent years various mechanisms have emerged that allow companies to be proactive in protecting shareholder value from the threats posed by the litigation described above. By amending their by-laws companies can ensure multiple claims on the same subject are consolidated to a competent jurisdiction, and discourage meritless lawsuits meant to pressure the company into a quick settlement. Contrary to the opinion of a few that this erodes shareholders’ litigation rights and is not in shareholders’ interest, when used responsibly these tools protect value for all shareholders.

Our company does not have a history of the types of disputes described above. Neither does our Board of Directors have any reason to anticipate a dispute of this type is imminent. But we see the effect such litigation has on other companies and the directors believe it is appropriate to be proactive in protecting the company and its value for shareholders, and it would be irresponsible to wait for harm to occur before acting. This is consistent with our efforts to safeguard the company’s value for, and the rights of, shareholders, as our strong track record for good governance practices demonstrates, namely: shareholders elect directors annually; shareholders elect directors and can amend by-laws (including to repeal by-law amendments) on a majority vote standard; we have a declassified board; we have a separate chairman and CEO; and shareholders can call special meetings.

The Board of Directors has recommended that the company seek shareholder approval at its annual meeting to amend its by-laws to adopt Delaware as the exclusive forum for certain disputes.

Under the proposed amendment, a new Section 6 will be added to Article V of the Amended By-laws of Mettler-Toledo International Inc. As proposed, Section 6 does not restrict any valid claims from being litigated; rather it provides that unless the company consents to an alternative forum, the state courts of the State of Delaware (or if no state court has jurisdiction the federal district court for the District of Delaware) is the exclusive forum for: (i) derivative actions brought on the company’s behalf; (ii) claims that a company director, officer, or employee breached a fiduciary duty owed to the company or the shareholders; (iii) claims arising from the Delaware General Corporation Law or the company’s Certificate of Incorporation or By-laws (in each case as they may be amended); or (iv) claims governed by the internal affairs doctrine.

The directors support this amendment to the company’s by-laws because it will assist the company in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. Requiring such claims to be brought in a single forum will help assure consistent consideration of the issues by courts with expertise in the applicable laws, and will promote efficiency and costs-savings in the resolution of such claims; all to the benefit of shareholders.

The directors believe Delaware courts are best suited to address disputes involving the matters described in the amendment given the company’s incorporation in Delaware and the Delaware courts’ reputation for expertise in corporate law matters. The directors also believe Delaware courts have more experience and expertise in dealing with complex corporate issues than many other jurisdictions.

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PROPOSAL THREE:
VOTE TO APPROVE AMENDING
THE COMPANY’S BY-LAWS TO ADOPT
AN EXCLUSIVE FORUM FOR CERTAIN DISPUTES

The full text of the amendment is:

Exclusive Forum.  Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any Director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or these By-Laws (in each case, as they may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any Director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

The Board of Directors recommends that you vote FOR the proposal to amend the company’s Amended By-Laws to adopt Delaware as the exclusive forum for certain disputes.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The primary elements of our executive compensation program are:

Pay Element:		Base salary		Cash incentive		Long-term incentive
Frequency:		Reviewed annually		Reviewed annually		Granted annually
Type:		Cash		Cash		Equity
Performance Period:		1 year		1 year		Generally vest over 5 years
Performance Measure:		N/A		EPS, net cash flow, inventory, sales		Stock price appreciation

Our named executive officers for 2014 were:

Name		Title
Olivier A. Filliol		President and Chief Executive Officer
William P. Donnelly		Executive Vice President
Thomas Caratsch		Head of Laboratory
Marc de La Guéronnière		Head of European and North American Market Organizations
Michael Heidingsfelder		Head of Industrial

This Compensation Discussion and Analysis describes our executive compensation program, focusing on the compensation of our named executive officers.

The Compensation Committee oversees our executive compensation program.  In carrying out its duties, the Compensation Committee receives information and recommendations from the Chairman, the Head of Human Resources, and the Chief Executive Officer, and consults with outside compensation consultants as it deems appropriate.

In establishing executive compensation policies the Compensation Committee considers, among other things, the results of the Advisory Vote to Approve Executive Compensation from the prior year’s Annual Meeting of Shareholders. The result of last year’s advisory vote was very positive with 95% of votes cast in favor of the company’s compensation of its named executive officers. In 2014, the Compensation Committee did not make any material changes to its executive compensation policies.

We use independent compensation consultant Pearl Meyer & Partners.  They provide market surveys of executive compensation in technology firms in comparable industries (including scientific instrument firms), which are considered in setting compensation levels. See the Compensation Committee Report for a discussion of the Committee’s review of Pearl Meyer & Partners’s independence.

The objectives of our executive compensation programs are:

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COMPENSATION DISCUSSION AND ANALYSIS

Our executive compensation program follows best practices:

Our executive compensation is aligned with performance.  In 2014, we grew earnings per share by 15% despite a challenging global economic environment, due to management’s proactive gross margin expansion and cost control.

In light of this achievement, the key components of 2014 executive compensation were as follows:

Compensation Program Elements

The company’s compensation program consists of three main elements: base salary, an annual cash incentive, and long-term incentive compensation. The majority of executive compensation is performance based, and is paid in the form of the annual cash incentive and long-term incentive compensation.

Our goal is to ensure that the three main elements of compensation are carefully considered and fair, and that executives are motivated to further the interests of shareholders, both short-term and long-term.

Each year the Compensation Committee separately reviews each of the three elements, as well as total compensation. It takes into account the company’s growth and performance, individual executive performance, and developments in the markets in which we compete for talent. In evaluating the competitiveness of the company’s executive compensation, the Compensation Committee periodically conducts both broad based surveys of executive compensation and surveys of the compensation of executives in the instruments and electronics industries. In 2014, Pearl Meyer & Partners provided survey data using confidential surveys relating to CEO and senior executive compensation at technology companies in comparable industries, including scientific instruments firms, and firms of similar size to the company. They also provided data on peer company compensation at Ametek, Bio-Rad Laboratories, Bruker, FLIR Systems, Pall, PerkinElmer, Rockwell Automation, Roper Industries, Teledyne Technologies, and Waters. The Compensation Committee also reviewed CEO compensation data from certain Swiss industrial public companies of a similar size and international organizational structure as the company.

Base Salary

The company’s goal is to pay average base salaries that are approximately at or somewhat below the median. Based on broad based and peer company surveys, we believe base salaries for our executive officers are generally slightly lower than those at peer companies. Although a competitive base salary is necessary and appropriate to attract and retain high quality talent, we believe the majority of executive compensation should be paid in ways that link pay with performance. We accomplish this through the annual cash incentive and long-term incentives.

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COMPENSATION DISCUSSION AND ANALYSIS

Changes in 2014 Compensation

Based on its review of the salary survey data referred to above, local market conditions, and taking into account each individual’s performance, the Compensation Committee left the 2014 base salary for Messrs. Filliol, Caratsch, and Heidingsfelder unchanged and increased the base salary for Mr. de La Guéronnière by 4.5% and Mr. Donnelly by 1.5%, in each case effective April 1^st. Based on the quality of leadership of the management team, and the overall performance of the company, the committee believes management’s compensation is appropriate.

Annual Cash Incentive

We link pay with performance through our cash incentive plan, called POBS Plus. The purpose of the incentive plan is to provide an incentive to key employees of the company to reward them for driving the financial success of the company as measured based on objective financial criteria. The incentive plan is administered by the Compensation Committee. At the end of each year, the Compensation Committee establishes the performance targets on which each participant’s incentive is based for the coming year. The targets used relate closely to our annual plan and budget, which are approved by the full Board of Directors each year. The targets are set taking into account the economic environment, the health of the company’s end-user markets, and the challenges and opportunities of the company’s various businesses. See “2014 Threshold, Target, Maximum and Actual Performance” below.

In addition, between 12 and 20 percent of the incentive for each participant in the POBS Plus incentive plan is based on individual objective performance targets relating to the company’s annual business objectives. The Compensation Committee directly evaluates the Chief Executive Officer’s performance on his individual targets, and reviews the CEO’s recommendation on the individual target performance of the other executive officers. The Compensation Committee reviews the audited results of the company’s performance against each participant’s performance targets and determines the incentive payment, if any, earned by each participant.

Cash Incentive Payment as % of Base Salary

		Achievement vs. Target Levels
Name		<90%				100% (Target)				130% (Maximum)
Olivier A. Filliol			—				50	%			169.4	%
William P. Donnelly			—				45	%			157.5	%
Other Named Executive Officers			—				45	%			160.5	%

The plan provides that targets for 100% achievement should be challenging and ambitious, but also realistic and attainable such that it is possible to achieve and exceed them. The impact of over- or under-achieving targets on the annual incentive can be significant. The company and Board of Directors therefore approach the target setting process with care and consideration. We believe targets are set consistently with the philosophy of the POBS Plus plan that they be challenging and ambitious. In the last five years the average target achievement for executive officers has ranged from 97% to approximately 120%, resulting in incentive payments of between 23% and 155% of base salary.

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COMPENSATION DISCUSSION AND ANALYSIS

2014 Threshold, Target, Maximum and Actual Performance

2014 Performance Targets

Threshold

Target

Maximum

Actual

Adjusted Non-GAAP Earnings Per Share(1)

$ 11.06

$ 11.41

$ 12.46

$ 11.72

Net Cash Flow(2)

$380.1 million

$400.7 million

$462.5 million

$456.6 million

Last 12 Months Inventory Turnover

5.05

5.15

5.45

5.05

Group Sales (at budgeted currency rates)

$2,391.1 million

$2,440.4 million

$2,588.3 million

$2,487.1 million

The 2014 weighted performance relative to targets resulted in the following incentive payments as a percent of base salary under the POBS Plus plan for 2014:

Mr. Filliol			101	%
Mr. Donnelly			83	%
Mr. Caratsch			78	%
Mr. de La Guéronnière			86	%
Mr. Heidingsfelder			73	%

Clawback Policy

The board believes it is good corporate governance and in the interests of shareholders to have a recoupment or “clawback” policy concerning incentive-based compensation, specifically with regard to the company’s variable cash compensation, the POBS Plus plan. As a matter of basic fairness, the board wishes to correct for errors in the event of certain accounting restatements affecting incentive-based compensation to ensure that amounts paid are not erroneously too high.

In July 2013, the board adopted a clawback policy that applies to all executive officers and certain other individuals. In the event the company is required to prepare an accounting restatement due to the material noncompliance of the company with any financial reporting requirement under the securities laws (other than a restatement caused by a change in applicable accounting rules or interpretations), the board will review the specific facts and circumstances and take such actions as it considers appropriate in its sole discretion with respect to the incentive-based compensation of covered individuals as follows:

With respect to POBS Plus cash incentives, the board will determine the amount that would have been due under the restated financial results, and whether to seek reimbursement of any excess amount that was paid (net of any taxes paid but taking into account any deductions that may be taken upon repayment) for cash incentives paid within the three-year period prior to the determination of the necessary restatement.

Long-Term Incentives

Another method we have historically used to link pay with performance is awarding stock options, which we believe aligns management’s long-term interests with those of the company’s shareholders. All named executive officers’ outstanding stock options (including those granted in 2014) vest over five years, 20% per year, starting on the first anniversary of the date of grant, except performance options granted in 2008, which fully vested by their terms in 2013. Options generally have a term of ten years, except for certain older grants to Swiss residents having terms of ten and a half years. We expect future grants will similarly have, at a minimum, vesting schedules of five years and terms of ten years.

In determining the size of each named executive officer’s stock option grants, the Compensation Committee evaluates the relative importance of the individual’s job, the contribution and performance of the individual, their years of service and their total compensation, as well as competitive information about equity as described above relative to each individual. In 2014, these factors led to the grant of stock options with the grant date fair values each as described in the table “Grant of Plan-Based Awards.”

The Compensation Committee believes that past performance is just one factor to take into account in determining the size of future awards.

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COMPENSATION DISCUSSION AND ANALYSIS

Option Grant Practices and Policy

The Compensation Committee approves all option grants. Option grants are typically made once each year when the overall annual compensation review takes place (typically in late October or early November each year). The Compensation Committee and Board meeting dates are set several years in advance, and the option grants are made on the meeting date. This is typically shortly before the announcement of the company’s earnings. In the past, the Committee has also made initial grants to individual executive officers at the time they started serving as executive officers. All options have an exercise price equal to the closing price of the company’s shares on the New York Stock Exchange on the date of grant.

Equity Ownership Guidelines

The Compensation Committee feels it is important for senior executives to have a significant portion of their ongoing compensation tied to the interests of shareholders. In 2009, the Compensation Committee implemented equity ownership guidelines for executive officers that call for the individuals to accumulate equity ownership as follows:

Category		Value of Equity Ownership Required
CEO		5x base salary
Executive Vice President and CFO		3x base salary
Other executive officers		2x base salary

The following types of equity count towards the ownership requirement: shares held directly, vested and unvested restricted stock units (if any), and the in-the-money value of vested stock options. Individuals have a five-year period to meet the ownership requirement, running from July 2009. For officers joining after that date, the five-year period runs from the date of appointment as an officer. If an individual does not meet the requirement within the relevant time periods, the Compensation Committee has the discretion not to make further equity grants to that person. If an individual has met their requirement but subsequently falls below due to a drop in share price, they will have 24 months to rebuild their ownership, subject to Compensation Committee discretion. As of June 30, 2014, all officers who had been serving with the company for more than three years had already met their equity ownership target.

Company Equity Hedging Policy

The board and the company’s executive officers are prohibited from hedging the ownership of company securities, including trading in publicly-traded options, puts, calls, or other derivative instruments that are directly related to company securities.

Share Purchase Plan

In 2007, the board approved the Mettler-Toledo 2007 Share Purchase Plan. Under the plan, executive officers may purchase company shares using all or a portion of their cash incentive payable under the POBS Plus plan, subject to approval of the Compensation Committee. The issue price for shares under the plan will be equal to the New York Stock Exchange closing price on the date of issuance, which occurs before March 15 of each year. All shares issued pursuant to the plan are restricted for a period of five years from the date of issuance, during which time they may not be sold, assigned, transferred or otherwise disposed of, nor may they be pledged or otherwise hypothecated, except in the case of death or disability.

Swiss Pension Plan

The Swiss-based executive officers (Messrs. Caratsch, Filliol, and Heidingsfelder) participate in a Swiss pension plan called Mettler-Toledo Fonds, which is a cash balance benefit (or pension) plan. Each year we contribute to the plan 22% of each participating named executive officer’s “covered salary.” The covered salary for pension purposes is equal to 77.27% of the individual’s target salary (consisting of the base salary plus the cash incentive earned at 100% target achievement) and was capped by Swiss law at a maximum of CHF 842,400 in 2014 and 2013, and CHF 835,200 in 2012. Individual employees may also make their own direct contributions to the plan from their own funds. Amounts in the plan bear interest depending on the annual performance of the pension plan, including certain minimum amounts as set by Swiss law. Retirement benefits are paid in the form of a lump-sum payment when the employee reaches the normal retirement age under the plan of 65.

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COMPENSATION DISCUSSION AND ANALYSIS

Tax Treatment

Section 162(m) of the Internal Revenue Code prohibits the company from deducting compensation in excess of $1 million paid to certain employees, generally its CEO and its three other most highly compensated executive officers (excluding the CFO), unless that compensation qualifies as performance-based compensation. We maintain flexibility to balance the need to fairly compensate the company’s executive officers with the company’s ability to deduct compensation pursuant to Section 162(m).

Tax Equalization Agreements (Swiss Executives)

The company is a party to tax equalization agreements with Messrs. Caratsch and Filliol, who are non-U.S. citizens and non-U.S. residents and who pay income tax on their earnings in Switzerland. The individuals do not receive any cash benefit from the agreements, the principle of which is to leave the employee in exactly the same position (i.e., no better and no worse off) as if they had not become subject to U.S. taxation on a portion of their income. Under the tax equalization agreements, the company has agreed to pay taxes borne by these executives in respect of incremental taxation being due in the United States by virtue of their work for the company there. Because the individuals are left no better and no worse off than had they not become subject to U.S. taxation, the Compensation Committee does not believe it is appropriate to take into account the U.S. taxes paid by the company under the tax equalization agreements when determining the employees’ compensation each year. In cases where the individual’s Swiss taxes are lower as a result of the company having paid these U.S. tax amounts, the individual may need to make a payment to the company under the tax equalization agreement.

Employment Agreements

The company is a party to employment agreements with each of the named executive officers. These agreements provide for a base salary subject to adjustment and participation in our cash incentive plan and other employee benefit plans. Each agreement prohibits the executive from competing with the company for a period of 12 months after termination of employment. The agreements have no fixed term but may be terminated without cause by either party on 12 months’ notice, during which period the executive is entitled to full compensation under the agreement, including payment of base salary, target cash incentive, and continuation of benefits.

The equity compensation arrangements are separately described in the sections below entitled “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End.” The operation of the employment agreements in the context of a termination or a change in control is separately described below under “Payments Upon Termination or Change in Control.”

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COMPENSATION DISCUSSION AND ANALYSIS

Summary Compensation Table(1)

Name and Principal Position		Year				Base Salary ($)				Stock Awards ($)				Option Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)(3)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)				All Other Compensation ($)(5)				Total ($)
Olivier A. Filliol			2014			$	965,176				—			$	3,371,905			$	978,592			$	202,633			$	(588,218	)		$	4,930,088
President and Chief Executive Officer			2013				965,176				—				3,122,153				452,185				202,633				503,718				5,245,864
			2012				965,176				—				2,799,930				485,001				200,901				(24,956	)			4,426,052
William P. Donnelly			2014				395,850				—				1,237,970				329,066				n.a.				24,821				1,987,707
Executive Vice President			2013				390,000				—				1,179,347				153,194				n.a.				36,246				1,758,787
			2012				384,375				—				1,071,056				203,775				n.a.				37,196				1,696,402
Thomas Caratsch			2014				341,264				—				469,722				267,380				84,121				53,690				1,216,177
Head of Laboratory			2013				341,264				—				449,386				95,690				84,122				76,640				1,047,101
			2012				341,264				—				431,926				97,977				84,122				44,196				999,486
Marc de La Guéronnière			2014				292,046				—				654,893				250,439				62,944				18,867				1,279,190
Head of EU and NA			2013				281,129				—				611,894				187,899				58,506				18,749				1,158,178
			2012				275,452				—				572,086				88,992				59,865				19,007				1,015,402
Michael Heidingsfelder			2014				349,923				—				404,893				253,695				86,255				22,894				1,117,660
Head of Industrial			2013				349,923				—				381,729				122,683				86,253				28,206				968,794
			2012				262,443				200,454				359,978				212,578				64,689				20,338				1,120,480

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COMPENSATION DISCUSSION AND ANALYSIS

Miscellaneous personal benefits, none of which individually exceeds $25,000 in value unless otherwise stated, include car allowances, expense allowances, tax return preparation, and the value of meals in the company cafeteria. In Mr. Donnelly’s case, they also include the company’s matching payments under its 401(k) plan, access to a company-rented apartment in Columbus in lieu of hotel accommodations (through mid-2013), and the dollar value of life insurance premiums paid by the company.

Name		Year				Tax Equalization				Miscellaneous Benefits
Olivier A. Filliol			2014			$	(623,626	)		$	35,408
			2013				462,995				40,723
			2012				(62,260	)			37,304
William P. Donnelly			2014				n.a.				24,821
			2013				n.a.				36,246
			2012				n.a.				37,196
Thomas Caratsch			2014				27,138				26,552
			2013				44,773				31,867
			2012				15,147				29,049
Marc de La Guéronnière			2014				n.a.				18,867
			2013				n.a.				18,749
			2012				n.a.				19,007
Michael Heidingsfelder			2014				n.a.				22,894
			2013				n.a.				28,206
			2012				n.a.				20,338

Grants of Plan-Based Awards

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) [POBS Plus Cash Incentive]												Grant Date (2)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)(3)
Name		Threshold ($)				Target ($)				Maximum ($)
Olivier A. Filliol			0			$	482,588			$	1,635,008				11/06/2014				43,430			$	263.62			$	3,371,905
William P. Donnelly			0				180,806				632,819				11/06/2014				15,945				263.62				1,237,970
Thomas Caratsch			0				153,569				547,729				11/06/2014				6,050				263.62				469,722
Marc de La Guéronnière			0				132,851				473,836				11/06/2014				8,435				263.62				654,893
Michael Heidingsfelder			0				157,466				561,627				11/06/2014				5,215				263.62				404,893

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COMPENSATION DISCUSSION AND ANALYSIS

Outstanding Equity Awards at Fiscal Year-End

		Option Awards(1)																				Stock Awards(2)
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Grant Date				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Units of Stock That Have Not Vested ($)
Olivier A. Filliol
			66,800				0			$	105.11				11/01/2007				11/01/2017
			66,800				0			$	112.37				01/03/2008				01/03/2018
			110,000				0			$	73.69				11/06/2008				11/06/2018
			83,100				0			$	90.76				10/28/2009				10/28/2019
			53,808				13,452			$	133.00				11/03/2010				11/03/2020
			39,594				26,396			$	149.95				11/02/2011				11/02/2021
			23,972				35,958			$	169.37				10/31/2012				10/31/2022
			9,414				37,656			$	244.99				11/07/2013				11/07/2023
			0				43,430			$	263.62				11/06/2014				11/06/2024
William P. Donnelly
			31,250				0			$	68.06				11/02/2006				11/02/2016
			30,250				0			$	105.11				11/01/2007				11/01/2017
			27,500				0			$	112.37				01/03/2008				01/03/2018
			45,100				0			$	73.69				11/06/2008				11/06/2018
			32,490				0			$	90.76				10/28/2009				10/28/2019
			20,084				5,021			$	133.00				11/03/2010				11/03/2020
			14,847				9,898			$	149.95				11/02/2011				11/02/2021
			9,170				13,755			$	169.37				10/31/2012				10/31/2022
			3,556				14,224			$	244.99				11/07/2013				11/07/2023
			0				15,945			$	263.62				11/06/2014				11/06/2024
Thomas Caratsch
			12,000				0			$	112.37				01/03/2008				01/03/2018
			3,600				0			$	73.69				11/06/2008				11/06/2018
			7,320				0			$	90.76				10/28/2009				10/28/2019
			8,456				2,114			$	133.00				11/03/2010				11/03/2020
			5,868				3,912			$	149.95				11/02/2011				11/02/2021
			3,698				5,547			$	169.37				10/31/2012				10/31/2022
			1,355				5,420			$	244.99				11/07/2013				11/07/2023
			0				6,050			$	263.62				11/06/2014				11/06/2024
Marc de La Guéronnière
			16,000				0			$	73.69				11/06/2008				11/06/2018
			15,525				0			$	90.76				10/28/2009				10/28/2019
			10,044				2,511			$	133.00				11/03/2010				11/03/2020
			7,635				5,090			$	149.95				11/02/2011				11/02/2021
			4,898				7,347			$	169.37				10/31/2012				10/31/2022
			1,845				7,380			$	244.99				11/07/2013				11/07/2023
			0				8,435			$	263.62				11/06/2014				11/06/2024
Michael Heidingsfelder																							651			$	196,901
			3,082				4,623			$	169.37				10/31/2012				10/31/2022
			1,151				4,604			$	244.99				11/07/2013				11/07/2023
			0				5,215			$	263.62				11/06/2014				11/06/2024

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COMPENSATION DISCUSSION AND ANALYSIS

Option Exercises and Stock Vested in Fiscal 2014

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Net Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Olivier A. Filliol			100,000			$	18,869,290				—			$	—
William P. Donnelly			55,000				6,611,530				—				—
Thomas Caratsch			7,500				912,755				—				—
Marc de La Guéronnière			16,500				1,921,678				—				—
Michael Heidingsfelder			—				—				217				51,707

Pension Benefits(1)

Name

Plan Name

Number of Years of Credited Service (#)

Present Value of Accumulated Benefit ($)(2)

Payments During Last Fiscal Year ($)

Olivier A. Filliol

Mettler-Toledo Fonds

16

$

5,914,872

0

William P. Donnelly

n.a.

n.a.

n.a.

n.a.

Thomas Caratsch

Mettler-Toledo Fonds

7

4,644,259

0

Marc de La Guéronnière

ARRCO/AGIRC

13

n.a.

0

Michael Heidingsfelder

Mettler-Toledo Fonds

3

220,716

0

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COMPENSATION DISCUSSION AND ANALYSIS

Payments Upon Termination or Change in Control

Pursuant to their employment agreements described above, each of the named executive officers may be terminated after giving the requisite notice. In the event of certain terminations, the executives are entitled to receive full compensation during the notice period.

The following table reflects payments that would have been made to the named executive officers if they had been terminated on various grounds, assuming that notice of termination was given on December 31, 2014. The actual amounts to be paid out can only be determined at the time of any such executive’s termination of employment. This table does not include information about any contracts, agreements, plans, or arrangements to the extent they do not discriminate in scope, terms, or operation in favor of executive officers and that are available generally to all salaried employees.

Potential Payments Upon Termination or Change in Control(1)

Name		For Cause/Death/ Disability/ Retirement(2)				Not For Cause/For Good Reason/All Other(3)
Olivier A. Filliol
Base Salary			0			$	965,176
Cash Incentive			0				482,588
Pension			0				202,633
Benefits			0				26,897
Total			0				1,677,294
William P. Donnelly
Base Salary			0				401,790
Cash Incentive			0				180,806
Pension			0				0
Benefits			0				10,000
Total			0				592,596
Thomas Caratsch
Base Salary			0				341,264
Cash Incentive			0				153,569
Pension			0				84,121
Benefits			0				18,041
Total			0				596,995
Marc de La Guéronnière
Base Salary			0				295,225
Cash Incentive			0				132,851
Pension			0				62,944
Benefits			0				16,364
Total			0				507,385
Michael Heidingsfelder
Base Salary			0				349,923
Cash Incentive			0				157,466
Pension			0				86,255
Benefits			0				11,480
Total			0				605,125

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COMPENSATION DISCUSSION AND ANALYSIS

Name		Net Value of Accelerated Unvested Stock Options
Olivier A. Filliol		$	14,941,792
William P. Donnelly			5,627,813
Thomas Caratsch			1,693,108
Marc de La Guéronnière			2,179,602
Michael Heidingsfelder			812,177

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COMPENSATION COMMITTEE REPORT

The Compensation Committee assists the board in reviewing and monitoring the compensation of the company’s executives. The Compensation Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance.”

The Compensation Committee is responsible for establishing compensation arrangements that allow the company to retain, attract, and motivate highly qualified employees. The Compensation Committee reviews the company’s total compensation budget, and sets the annual compensation of the company’s executive officers, including the Chief Executive Officer. It also evaluates and sets the compensation of the directors. In carrying out its duties, the Compensation Committee receives input and recommendations from the Chairman, Head of Human Resources, and the Chief Executive Officer regarding the amount and form of executive and director compensation.

Pursuant to its charter, the Compensation Committee has the sole authority to retain, terminate, obtain advice from, oversee, and compensate its outside advisors, including its compensation consultant. The Company has provided appropriate funding to the Committee to do so. In 2014, the Compensation Committee retained Pearl Meyer & Partners (“PM&P”) as its independent executive compensation consultant. PM&P reports directly to the Compensation Committee, and the Compensation Committee may replace PM&P or hire additional consultants at any time. PM&P attends meetings of the Compensation Committee, as requested, and communicates with the Chair of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of the company’s executive officers.

PM&P provides various executive compensation services to the Compensation Committee at its request with respect to the company’s executive officers and other key employees, as well as the Board of Directors and Chairman of the Board. The services PM&P provides include advising the Compensation Committee on the principal aspects of the executive compensation program and evolving best practices, and providing market information and analysis regarding the competitiveness of the company’s program design and awards in relation to the company’s performance.

The Compensation Committee reviews the services provided by its outside consultants and believes that PM&P is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review of its relationship with PM&P, and determined that PM&P’s work for the Committee in 2014 did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act, or applicable rules and regulations of the SEC and the NYSE. In making this determination, the Compensation Committee noted that during 2014:

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COMPENSATION COMMITTEE REPORT

The Committee monitors the independence of its compensation consultant on an annual basis.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. On the basis of such review and discussions, the Compensation Committee recommended to the Board of Directors, and the board approved, that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted by the members of the
Compensation Committee:

Thomas P. Salice, Chairman
Michael A. Kelly
Hans Ulrich Maerki

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PROPOSAL FOUR:
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010 (the “Dodd-Frank Act”), the shareholders of the company are entitled to vote at the annual meeting to approve the compensation of the company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act and the Exchange Act.

As described more fully in the Compensation Discussion and Analysis section of this proxy statement and accompanying tables and narratives, our compensation program consists of three main elements: base salary, an annual cash incentive, and long-term incentive compensation. Our goal is to ensure that the three main elements of compensation are carefully considered and fair, and that executives are motivated to further the interests of shareholders, both short and long-term. The company has in the past sought approval from shareholders regarding the incentive plans that we use to motivate, retain, and reward our executives. Those incentive plans, including the POBS Plus Incentive System for Group Management and the 2013 Equity Incentive Plan, make up a majority of the pay that the company provides to our executives.

We have a long track record of delivering superior results for our shareholders. In the 15 year period ending December 31, 2014, the company’s total return to shareholders has been 692%, compared with 86% for the S&P 500 and 112% for companies in SIC Code 3826 (Laboratory Analytical Instruments). Our executive compensation programs have played a material role in our ability to drive strong financial results and attract and retain a highly qualified team to run the company.

We believe our executive compensation programs are transparent, consistent with current best practices, appropriately benchmarked to peers, and effective in supporting our company and our business objectives.

The company seeks your advisory vote on our executive compensation programs. Shareholder advisory votes on our executive compensation programs will occur annually. After the 2015 Annual Meeting of Shareholders the next such shareholder advisory vote will occur at the 2016 Annual Meeting of Shareholders. We ask that you support the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying tables and narratives contained in this proxy statement. Because your vote is advisory, it will not be binding on the Board of Directors. However, the board will review the voting results and take such results into consideration when making future decisions regarding executive compensation. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the annual meeting:

“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The Board of Directors recommends that you vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation and disclosure rules of the Securities and Exchange Commission.

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SHARE OWNERSHIP

This table shows how much of the company’s common stock is owned by directors, executive officers and owners of more than 5% of the company’s common stock as of the record date March 9, 2015 (December 31, 2014 in the case of 5% shareholders):

		Shares Beneficially Owned(1)
Name of Beneficial Owner		Number				Percent
5% Shareholders:
FMR LLC			3,018,999				10.8	%
245 Summer Street Boston, MA 02210
BlackRock, Inc.			1,962,529				7.0	%
55 East 52nd Street New York, NY 10022
The Vanguard Group			1,836,020				6.5	%
100 Vanguard Blvd. Malvern, PA 19355
Columbia Wanger Asset Management, LLC			1,662,350				5.9	%
227 West Monroe Street, Suite 3000 Chicago, IL 60606

		Direct				Indirect(2)				Total
		Number												Percent
Directors:
Robert F. Spoerry(3)			370,190				165,525				535,715				1.9	%
Wah-Hui Chu			2,609				21,274				23,883					*
Francis A. Contino(4)			5,504				7,190				12,694					*
Olivier A. Filliol			16,279				418,488				434,767				1.5	%
Michael A. Kelly			1,209				15,274				16,483					*
Martin D. Madaus			4,609				0				4,609					*
Hans Ulrich Maerki			6,642				24,274				30,916					*
George M. Milne(5)			12,893				7,190				20,083					*
Thomas P. Salice(6)			149,274				24,274				173,548					*
Named Executive Officers:
Thomas Caratsch			770				26,697				27,467					*
William P. Donnelly(7)			48,703				200,497				249,200					*
Marc de La Guéronnière			11,450				55,947				67,397					*
Michael Heidingsfelder			349				4,450				4,799					*
All Directors and Executive Officers as a Group (17 persons):			646,541				1,025,576				1,672,117				6.0	%

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ADDITIONAL INFORMATION

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised of Messrs. Kelly, Maerki and Salice, none of whom were officers or employees of the company or its subsidiaries or had any relationship requiring disclosure by the company under Item 404 of the Securities and Exchange Commission’s Regulation S-K during 2014. No interlocking relationship exists between the members of Mettler-Toledo’s Board of Directors or the Compensation Committee and the board of directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the company’s executive officers and directors, and persons who own more than ten percent of a registered class of the company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”) and The New York Stock Exchange. Executive officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, or written representations from certain reporting persons, we believe that in the last fiscal year all filing requirements applicable to our executive officers and directors and greater than 10% shareholders were complied with, except that Mr. Contino inadvertently failed to timely file a Form 5 reporting two gifts totaling 599 company shares.

Availability of Form 10-K and Annual Report to Shareholders

The company’s Annual Report to shareholders for the fiscal year ended December 31, 2014, including financial statements, accompanies this proxy statement. The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.

The Annual Report is available on the company’s website at www.mt.com under “About Us/Investor Relations/Annual Report.” Upon written request, the company will furnish, without charge, to each person whose proxy is being solicited a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC. Requests in writing for copies of any such materials should be directed to Investor Relations, Mettler-Toledo International Inc., 1900 Polaris Parkway, Columbus, Ohio 43240-2020, USA, telephone +1 614 438 4748.

Electronic Delivery of Annual Report and Proxy Statement

If you wish to receive future annual reports, proxy statements and other materials, and shareholder communications electronically via the Internet, please follow the directions on your proxy card for requesting such electronic delivery. An election to receive materials electronically will continue until you revoke it. You will continue to have the option to vote your shares by mail, by telephone, or via the Internet.

How to Submit Shareholder Proposals

Shareholders may present proposals which may be proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. To be considered, proposals must be submitted on a timely basis. We must receive proposals for next year’s annual meeting no later than November 15, 2015. Proposals and questions related thereto should be submitted in writing to the Secretary of the company. Proposals may be included in the proxy statement for next year’s annual meeting if they comply with certain rules and regulations promulgated by the SEC and in connection with certain procedures described in our by-laws, a copy of which may be obtained from the Secretary of the company. Any proposal submitted outside the processes of these rules and regulations will be considered untimely for the purposes of Rule 14a-4 and Rule 14a-5.

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ADDITIONAL INFORMATION

Expenses of Solicitation

The cost of soliciting proxies will be borne by the company. In addition to the solicitation of proxies by use of the mail, some of our officers, directors, and employees, none of whom will receive additional compensation therefore, may solicit proxies in person or by Internet or other means. As is customary, we will, upon request, reimburse brokerage firms, banks, trustees, nominees, and other persons for their out-of-pocket expenses in forwarding proxy materials to their principals.

Delivery of Documents to Shareholders Sharing an Address

If you are the beneficial owner, but not the record holder, of shares of METTLER TOLEDO stock, your broker, bank, or other nominee may only deliver one copy of this proxy statement and our 2014 annual report to multiple shareholders who share an address unless that nominee has received contrary instructions from one or more of the shareholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement and our 2014 annual report to a shareholder at a shared address to which a single copy of the documents was delivered. A shareholder who wishes to receive a separate copy of the proxy statement and annual report should submit this request by writing to Investor Relations, Mettler-Toledo International Inc., 1900 Polaris Parkway, Columbus, OH 43240, USA or by calling +1 614 438 4748. Shareholders sharing an address who are receiving multiple copies of proxy materials and annual reports and who wish to receive a single copy of such materials in the future should contact their broker, bank, or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future.

Other Matters

We know of no other matter to be brought before the annual meeting. If any other matter requiring a vote of the shareholders should come before the meeting, it is the intention of the persons named in the proxy to vote the proxies with respect to any such matter in accordance with their reasonable judgment.

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