MINERALS TECHNOLOGIES INC
For the period ended May 14, 2025. Filed Apr 2, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 2, 2025
Contents
Cover page
Show cover page
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 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
Minerals Technologies 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 all boxes that apply):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
| | | | Minerals Technologies Inc. 622 Third Avenue 38th Floor New York New York 10017-6707 www.mineralstech.com | |
|---|
| | | | A MESSAGE FROM OUR CHAIRMAN & CEO | |
|---|
DEAR FELLOW SHAREHOLDER:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Minerals Technologies Inc. (the “Company,” “MTI,” “we,” or “us”), which will be held on Wednesday, May 14, 2025, at 9:00 a.m., Eastern Time. Once again this year, the Annual Meeting will be held in a virtual meeting format via live webcast.
You can attend the meeting via the Internet atwww.virtualshareholdermeeting.com/MTX2025. Specific instructions for accessing the meeting are provided in the section of this Proxy Statement entitled “Questions and Answers about the Proxy Materials and the Annual Meeting.”
At this year’s meeting, you will be asked to consider and to vote upon the election of three directors. Your Board of Directors unanimously recommends that you vote FOR the nominees.
You will also be asked to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2025 fiscal year. The Board continues to be satisfied with the services KPMG LLP has rendered to the Company and unanimously recommends that you vote FOR this proposal.
Finally, you will also be asked to approve, on an advisory basis, the 2024 compensation of our named executive officers as described in this Proxy Statement. Your Board of Directors unanimously recommends that you vote FOR the advisory vote approving 2024 executive compensation.
The three items upon which you will be asked to vote are discussed more fully in the Proxy Statement. We urge you to read the Proxy Statement completely and carefully so that you can vote your interests on an informed basis.
Your vote is important. Whether or not you plan to attend the meeting, we encourage you to read this Proxy Statement and submit your vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice you received in the mail, in the section entitled “Questions and Answers about the Proxy Materials and the Annual Meeting” of this Proxy Statement, or if you requested to receive printed proxy materials, your enclosed Proxy. If you return a signed proxy without marking it, it will be voted in accordance with the Board of Directors’ recommendations. You may also attend the meeting and vote via the online platform, even if you have previously submitted a proxy.
Sincerely,
DOUGLAS T. DIETRICH
Chairman of the Board and Chief Executive Officer
April 2, 2025
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS| MAY 14, 2025
| | | | DATE | | | | | VIRTUAL MEETING | | | | | RECORD DATE | | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Wednesday, May 14, 2025 9:00 a.m., Eastern Time | | | Go online to www.virtualshareholderingmeeting.com/MTX2025 | | | Shareholders of record as of the close of business on March 18, 2025 are entitled to notice of and to vote at the meeting | | ||||||||
The Annual Meeting of Shareholders of Minerals Technologies Inc., a Delaware corporation, will be held to consider and take action on the following items:
| · Items of Business · · · Board Recommendation · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | 1 | | | The election of three directors | | | | | FOR each director nominee | | |
| | 2 | | | The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the 2025 fiscal year | | | | | FOR | | |
| | 3 | | | An advisory vote to approve 2024 named executive officer compensation (“Say-on-Pay” vote) | | | | | FOR | | |
| | 4 | | | Any other business that properly comes before the meeting, either at the scheduled time or after any adjournment | | | | | |||
| | YOUR VOTE IS IMPORTANT. | | ||||||
|---|---|---|---|---|---|---|---|---|
| | Whether or not you plan to attend the meeting, please vote as soon as possible by: | | ||||||
| | | | Internet | | | Go to www.proxyvote.com | | |
| | | | Phone | | | Call toll-free 1 (800) 690-6903 | | |
| | | | | | Mark, sign, and date your proxy card and return it in the postage-paid envelope | | ||
| | | | Attend the Meeting | | | Attend the virtual meeting and vote online | | |
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MINERALS TECHNOLOGIES INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2025 | |
|---|
| | | | By Order of the Board of Directors, | | |
|---|---|---|---|---|---|
| | TIMOTHY J. JORDAN Vice President, General Counsel,Secretary and Chief Compliance Officer New York, New York April 2, 2025 | | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.