MINERALS TECHNOLOGIES INC
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 16, 2024
MTX$61.87-1.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this report: |
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| 1. | Financial Statements. The following Consolidated Financial Statements of Mineral Technologies Inc. and subsidiary companies and Reports of Independent Registered Public Accounting Firm are set forth on pages F-2 to F-43. |
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021
Notes to the Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Management’s Report on Internal Control Over Financial Reporting
| 2. | Financial Statement Schedule. The following financial statement schedule is filed as part of this report: |
Schedule II –Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
| 3. | Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report. |
| Exhibit No. | Exhibit Title |
| 3.1 | Restated Certificate of Incorporation of the Company (Incorporated by reference to exhibit 3.1 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2003) |
| 3.2 | By-Laws of the Company as amended and restated effective March 13, 2018 (Incorporated by reference to exhibit 3.1 filed with the Company’s Current Report on Form 8-K (file no. 001-11430) filed on March 19, 2018) |
| 4.1 | Specimen Certificate of Common Stock (Incorporated by reference to exhibit 4.1 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2003) |
| 4.2 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to exhibit 4.2 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) |
| 4.3 | Indenture, dated as of June 30, 2020, by and among Minerals Technologies Inc., the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as a trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (file no. 001-11430) filed on June 30, 2020.) |
| 10.1 | Asset Purchase Agreement, dated as of September 28, 1992, by and between Specialty Refractories Inc. and Quigley Company Inc. (Incorporated by reference to the exhibit so designated filed with the Company’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
| 10.1(a) | Agreement dated October 22, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (Incorporated by reference to the exhibit so designated filed with the Company’s Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993) |
| 10.1(b) | Letter Agreement dated October 29, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (Incorporated by reference to the exhibit so designated filed with the Company’s Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993) |
| 10.2 | Reorganization Agreement, dated as of September 28, 1992, by and between the Company and Pfizer Inc. (Incorporated by reference to the exhibit so designated filed with the Company’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
| 10.3 | Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc. and Specialty Minerals Inc. (Incorporated by reference to the exhibit so designated filed with the Company’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
| 10.4 | Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc. and Barretts Minerals Inc. (Incorporated by reference to the exhibit so designated filed with the Company’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
| 10.4(a) | Agreement dated October 22, 1992 between Pfizer Inc, Barretts Minerals Inc. and Specialty Minerals Inc., amending Exhibits 10.3 and 10.4 (Incorporated by reference to the exhibit so designated filed with the Company’s Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993) |
| 10.5 | Employment Agreement, dated December 13, 2016, between the Company and Douglas T. Dietrich (Incorporated by reference to exhibit 10.1 filed with the Company’s Current Report on Form 8-K (file no. 001-11430) filed on December 16, 2016) (+) |
| 10.5(a) | First Amendment to Employment Agreement, dated April 15, 2021, between the Company and Douglas T. Dietrich (Incorporated by reference to exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended April 4, 2021) (+) |
| 10.6 | Form of Employment Agreement between the Company and each of Erik C. Aldag, Brett Argirakis, Michael A. Cipolla, Erin N. Cutler, Jonathan J. Hastings, Timothy J. Jordan, and D.J. Monagle, III (Incorporated by reference to exhibit 10.6 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2016) (+) |
| 10.7 | Severance Agreement between the Company and Douglas T. Dietrich (Incorporated by reference to the exhibit 10.2 filed with the Company’s Current Report on form 8-K (file no. 001-11430) filed on December 16, 2016) (+) |
| 10.7(a) | First Amendment to Severance Agreement between the Company and Douglas T. Dietrich (Incorporated by reference to exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended April 4, 2021) (+) |
| 10.8 | Form of Severance Agreement between the Company and each of Erik C. Aldag, Brett Argirakis, Michael A. Cipolla, Erin N. Cutler, Jonathan J. Hastings, Timothy J. Jordan, and D.J. Monagle, III (Incorporated by reference to exhibit 10.8 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2016) (+) |
| 10.9 | Form of Indemnification Agreement between the Company and each of Erik C. Aldag, Brett Argirakis, Michael A. Cipolla, Erin N. Cutler, Douglas T. Dietrich, Jonathan J. Hastings, Timothy J. Jordan, D.J. Monagle III and each of the Company’s non-employee directors (Incorporated by reference to exhibit 10.1 filed with the Company’s Current Report on Form 8-K (file no. 001-11430) filed on May 8, 2009) (+) |
| 10.10 | Company Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, as amended and restated effective January 1, 2008 (Incorporated by reference to exhibit 10.8 filed with the Company’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended March 30, 2008) (+) |
| 10.10(a) | First Amendment to the Company Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, dated January 18, 2012 (Incorporated by reference to exhibit 10.11(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2011) (+) |
| 10.11 | 2015 Stock Award and Incentive Plan of the Company, as amended and restated effective March 11, 2020 (Incorporated by reference to Appendix A to the Company’s Supplement to its 2020 Proxy Statement (file no. 001-11430) filed on April 22, 2020) (+) |
| 10.11(a) | Form of Stock Option Agreement (Incorporated by reference to exhibit 10.12(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) (+) |
| 10.11(b) | Form of Deferred Restricted Stock Unit Agreement (Incorporated by reference to exhibit 10.12(b) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) (+) |
| 10.12 | Company Retirement Plan, as amended and restated, dated August 27, 2020 (Incorporated by reference to exhibit 10.13 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2020) (+) |
| 10.13 | Company Supplemental Retirement Plan, amended and restated effective December 31, 2009 (Incorporated by reference to exhibit 10.13 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2009) (+) |
| 10.13(a) | First Amendment to Company Supplemental Retirement Plan, as amended and restated, dated December 22, 2014 (Incorporated by reference to exhibit 10.14(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| 10.13(b) | Second Amendment to Company Supplemental Retirement Plan, as amended and restated, dated December 20, 2019 (Incorporated by reference to exhibit 10.14(b) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) (+) |
| 10.14 | Company Savings and Investment Plan, as amended and restated, dated December 21, 2012 (Incorporated by reference to exhibit 10.14 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2012) (+) |
| 10.14(a) | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 5, 2013 (Incorporated by reference to exhibit 10.15(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2013) (+) |
| 10.14(b) | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 5, 2013 (Incorporated by reference to exhibit 10.15(b) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2013) (+) |
| 10.14(c) | Third Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 22, 2014 (Incorporated by reference to exhibit 10.15(c) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| 10.14(d) | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 31, 2015 (Incorporated by reference to exhibit 10.15(d) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2015)(+) |
| 10.14(e) | Amendment to the Company Savings and Investment Plan, as amended and restated, dated July 16, 2020 (Incorporated by reference to exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended June 28, 2020)(+) |
| 10.14(f) | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 21, 2020 (Incorporated by reference to exhibit 10.15(f) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2020) (+) |
| 10.14(g) | Amendment to the Company Savings and Investment Plan, as amended and restated, dated May 25, 2022 (Incorporated by reference to exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended July 3, 2022) (+) |
| 10.14(h) | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 15, 2022 (Incorporated by reference to exhibit 10.14(h) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2022) (+) |
| 10.15 | Company Supplemental Savings Plan, amended and restated effective December 31, 2009 (Incorporated by reference to exhibit 10.15 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2009) (+) |
| 10.15(a) | Amendment to the Company Supplemental Savings Plan, dated December 28, 2011 (Incorporated by reference to exhibit 10.16(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2011)(+) |
| 10.15(b) | First Amendment to the Company Supplemental Savings Plan, dated December 22, 2014 (Incorporated by reference to exhibit 10.16(b) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| 10.15(c) | Second Amendment to the Company Supplemental Savings Plan, dated December 22, 2014 (Incorporated by reference to exhibit 10.16(c) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| 10.15(d) | Third Amendment to the Company Supplemental Savings Plan, dated December 16, 2016 (Incorporated by reference to exhibit 10.16(d) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2016)(+) |
| 10.15(e) | Fourth Amendment to the Company Supplemental Savings Plan, dated December 20, 2019 (Incorporated by reference to exhibit 10.16(e) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) (+) |
| 10.16 | Company Health and Welfare Plan, effective as of April 1, 2003 and amended and restated as of January 1, 2006 (Incorporated by reference to exhibit 10.14 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2006)(+) |
| 10.16(a) | Amendment to the Company Health and Welfare Plan, dated May 19, 2009 (Incorporated by reference to exhibit 10.16(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2009) (+) |
| 10.16(b) | First Amendment to Company Health and Welfare Plan, dated December 22, 2014 (Incorporated by reference to exhibit 10.17(b) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| 10.17 | Company Retiree Medical Plan, effective as of January 1, 2011 (Incorporated by reference to exhibit 10.17 filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2010)(+) |
| 10.17(a) | First Amendment to Company Retiree Medical Plan, dated December 22, 2014 (Incorporated by reference to exhibit 10.18(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| 10.17(b) | Second Amendment to Company Retiree Medical Plan, dated November 10, 2021 (Incorporated by reference to exhibit 10.18(b) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2021) (+) |
| 10.18 | Amended and Restated Grantor Trust Agreement, dated as of April 1, 2010, by and between the Company and the Wilmington Trust Company (Incorporated by reference to exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q (file no. 001-11430) for the period ended April 4, 2010)(+) |
| 10.18(a) | Agreement and Amendment No. 1, dated October 1, 2017, to the Amended and Restated Grantor Trust Agreement, dated as of April 1, 2010, by and between the Company and the Wilmington Trust Company (Incorporated by reference to exhibit 10.19(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2017)(+) |
| 10.19 | Refinancing Facility Agreement dated as of August 11, 2022, among Minerals Technologies Inc., certain subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. (Incorporated by reference to the exhibit 10.1 filed with the Company’s Current Report on Form 8-K (file no. 001-11430) filed on August 11, 2022) |
| 10.20 | Indenture, dated July 22, 1963, between the Cork Harbour Commissioners and Roofchrome Limited (Incorporated by reference to the exhibit so designated filed with the Company’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
| 21.1 | Subsidiaries of the Company (*) |
| 23.1 | Consent of Independent Registered Public Accounting Firm (*) |
| 24 | Power of Attorney (*) |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification executed by the Company’s principal executive officer (*) |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification executed by the Company’s principal financial officer (*) |
| 32 | Section 1350 Certification (*) |
| 95 | Information Concerning Mine Safety Violations (*) |
| 97 | Policy for Recoupment of Incentive Compensation (*) |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| (*) | Filed herewith. |
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| (+) | Management contract or compensatory plan or arrangement required to be filed pursuant to Item 601 of Regulation S-K. |
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