Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): February 8, 2007
Mettler-Toledo
International Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation)
|
File
No. 001-13595
(Commission
File Number)
|
13-3668641
(IRS
Employer Identification No.)
|
1900
Polaris Parkway
Columbus,
OH 43240
__________________________________________
(Address
of principal executive offices) (zip code)
Registrant’s
telephone number, including area code: 614
438
4511
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR
240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR
240.13e-4(c))
|
Item
5.02.
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
|
On
February 9, 2007, Mr. John Macomber retired from the Board of Directors of
Mettler-Toledo International Inc. (the “Company").
|
Item
5.03.
|
Amendments to Articles of Incorporation
or
Bylaws; Change in Fiscal
Year. |
On
February 8, 2007, the Board of Directors approved amendments to the Company’s
By-Laws. Article I, Section 7 of the By-Laws was amended to change the voting
standard for the election of directors from a plurality to a majority voting
standard in uncontested elections.
Under
the
new standard, each director shall be elected by the affirmative vote of a
majority of the votes cast with respect to the director, provided
that if
the number of nominees exceeds the number of directors to be elected, directors
shall be elected by the affirmative vote of a plurality of the votes cast.
Votes
cast shall include votes for, against or to withhold authority for a director.
An abstention or broker non-vote shall not count as a vote cast with respect
to
a director. If an incumbent director fails to be reelected by a majority vote
when such vote is required and offers to resign, and if that resignation is
not
accepted by the Board of Directors, such director shall continue to serve until
the next annual meeting and until his or her successor is duly elected, or
his
or her earlier accepted resignation or removal. If a director’s resignation is
accepted by the Board of Directors, or if a nominee for director is not elected
and the nominee is not an incumbent director, then 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 By-Laws.
The
amendments to the By-Laws are effective February 8, 2007. The amended Article
I,
Section 7 of the By-Laws is included as Exhibit 3.2 to
this
Form 8-K and incorporated herein by reference.
In
connection with the By-Law amendment referred to in Item 5.03 of this Form
8-K,
the Board approved amendments to the Company’s corporate governance guidelines
on February 8, 2007. The guidelines were amended to provide that the Board
nominate for election or re-election as directors only candidates who agree
to
tender, promptly following the annual meeting at which they are elected or
re-elected as directors, irrevocable resignations that will be effective upon
(i) the failure to receive the required vote at the next annual meeting at
which
they are nominated for re-election and (ii) Board acceptance of such
resignation. In addition, it is the policy of the Board to fill director
vacancies and new directorships only with candidates who agree to tender,
promptly following their appointment to the Board, the same form of resignation
tendered by other Directors in accordance with the guidelines.
The
corporate governance guidelines were also amended to set out the Board’s
expectation that a director to tender his or her resignation if he or she fails
to receive the required number of votes for re-election. Pursuant to the
guidelines, the Board will act on an expedited basis
to
determine whether to accept the director’s resignation, and will publicly
disclose its decision within 90 days after the results of election are
certified. The director whose resignation is under consideration will abstain
from participating in any decision regarding that resignation. The Board may
consider any factor it deems relevant in deciding whether to accept a director’s
resignation. If the resignation is not accepted, the director will continue
to
serve until the next annual meeting and until the director’s successor is
elected and qualified.
The
Board
also amended the corporate governance guidelines to include the criteria used
by
the Board to evaluate directors’ independence, namely: (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
Board
has determined that the following types of relationships are categorically
immaterial: “Commercial business relationships where METTLER TOLEDO buys from or
sells to companies where directors serve as employees, or where their immediate
family members serve as executive officers, and where the annual purchases
or
sales are less than the greater of $1 million or 2% of either company's
consolidated gross revenues.”
The
amendments to the corporate governance guidelines are effective February 8,
2007.
|
Item
9.01.
|
Financial Statements and
Exhibits. |
(c) Exhibits
3.2 Article
I, Section 7 of the Amended By-Laws of the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
METTLER-TOLEDO
INTERNATIONAL INC.
|
|
Dated:
February 9, 2007
|
By:
|
/s/
William P. Donnelly
|
| |
|
William
P. Donnelly
|
| |
|
Chief
Financial Officer
|
Exhibit
Index
Exhibit
No. Description
3.2 Article
I, Section 7 of the
Amended By-Laws of the Company.