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

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METTLER-TOLEDO INTERNATIONAL INC.

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Mettler-Toledo International Inc.

 

 

March 16, 2009

 

     Dear Fellow Shareholder:

 

You are cordially invited to attend the 2009 Annual Meeting of Shareholders of Mettler-Toledo International Inc. to be held on Thursday, April 30, 2009, at 8:00 a.m. at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP on 375 Park Avenue (between 52nd and 53rd Streets), 36th Floor, 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.

 

This year the U.S. Securities and Exchange Commission requires all companies to provide proxy materials over the Internet. To comply with the new regulation, we have distributed a Notice of Internet Availability of Proxy Materials to some shareholders instead of delivering paper copies of the proxy materials. 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.

 

We hope you will be able to attend the meeting. In any event, please sign and return your proxy as soon as possible so that your vote will be counted. You may also vote over the Internet by following the instructions on your proxy card.

 

Sincerely yours,

 

Robert F. Spoerry
Chairman of the Board

 

 

Table of Contents

 

Mettler-Toledo International Inc.

 

 

Notice to Shareholders of Annual Meeting

 

 

 

 

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 APRIL 30, 2009: This proxy statement and our 2008 Annual Report are available at www.mt.com under “About Us / Investor Relations / Annual Reports and Proxy Statements” (http://phx.corporate-ir.net/phoenix.zhtml?c=116541&p=irol-reportsannual).

 

 

 

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 at http://proxyonline.mt.com.

 

 

 

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 2009 Annual Meeting of Shareholders.

 

Purpose of the Annual Meeting

 

The purpose of the annual meeting is to provide Mettler-Toledo International Inc. shareholders with an opportunity to vote on the proposals and any other business properly brought before the meeting.

 

Shareholders Entitled to Vote

 

Each share of common stock outstanding as of the close of business on March 2, 2009 (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, 33,648,343 shares of common stock were outstanding.

 

Proposals to be Voted on and the Board’s Voting Recommendations

 

The following proposals will be voted on at the meeting. The board recommends that you vote your shares as indicated below. 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.

 

 

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 the stock you own in accordance with your desired vote. To vote by proxy, complete, sign and return the enclosed proxy card by mail to the address stated on your proxy card. You may also vote over the Internet at http://proxyonline.mt.com.

 

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, the address of which is indicated in the foregoing 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 (defined below) is present for the meeting.

 

Changing Your Vote

 

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.

 

Votes Needed to Hold the Meeting

 

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; or properly return a proxy card by mail. Abstentions and broker non-votes shall also be counted in determining whether a quorum is present.

 

Effect of not Providing Voting Instructions

 

If your shares are held in the name of a brokerage firm and you have not provided your broker with voting instructions, the brokerage firm may vote your shares under certain circumstances. New York Stock Exchange rules

ABOUT THE MEETING AND VOTING

 

allow brokers to vote your shares without your instructions only on routine matters, such as the election of directors and ratification of the appointment of auditors (“broker non-votes”). On non-routine matters, such as those that change the rights of your shares, the brokerage firm may not vote your shares unless they receive voting instructions from you.

 

If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy or vote the shares yourself. 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 on Proposal 1

 

A majority of shares present at the meeting and entitled to vote must vote “FOR” the election of each 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 or against a director. An abstention or broker non-vote shall not count as a vote cast with respect to a director.

 

How to Vote on Proposal 2

 

A majority of shares present at the meeting and entitled to vote must vote “FOR” the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the proposal to be ratified. A properly executed proxy card marked “abstain” with respect to this proposal will not be voted. Accordingly, abstentions will have the effect of a vote “against” this proposal.

 

For purposes of determining whether the affirmative vote of a majority of the votes cast at the meeting and entitled to vote has been obtained, abstentions will be included in, and broker non-votes will be excluded from, the number of shares present and entitled to vote.

 

No Dissenters’ Rights

 

In the event of certain corporate actions, such as a merger subject to shareholder approval, shareholders have the right to dissent from such action and obtain payment of the fair value of his/her shares. This is referred to as “dissenters’ rights”. The proposals in this proxy statement do not give rise to dissenters’ rights.

 

Receiving More than One Proxy Card

 

If you have received more than one proxy card, you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is BNY Mellon Shareowner Services and may be reached by phone at +1 (866) 322-7862 or for international holders at +1 (201) 680-6578 and on the web at www.bnymellon.com/shareowner.

 

Shareholder Questions

 

At the end of the meeting, shareholders appearing at the meeting may ask questions of general interest.

 

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 on the company’s website and in the company’s Form 10-Q filed with the Securities and Exchange Commission shortly following the meeting.

 

Responsibility of the Board of Directors

 

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 (including the Chief Executive Officer, Chief Financial Officer and Controller) and employees are governed by the company’s code of conduct. No waiver of the code of conduct by an executive officer or director was approved by the board in 2008. A copy of the code of conduct is available at www.mt.com under “About Us / Investor Relations / Corporate Governance” (http://phx.corporate-ir.net/phoenix.zhtml?c=116541&p=irol-govboard) and is available in print to any shareholder who requests it. 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.

 

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 and 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 at the address and phone number set forth above.

 

Composition of the Board

 

In accordance with the company’s by-laws, the board consists of between five and ten directors, with the exact number currently fixed at eight. Each director holds a one-year term until the next annual meeting of shareholders.

 

The board has three committees:

 

(i) the Audit Committee;

 

(ii) the Compensation Committee; and

 

(iii)  the Nominating and Corporate Governance Committee.

 

Lead Independent Director

 

The board has established the position of Presiding Director, who oversees executive sessions of the non-management 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 relating to director nominations as described in the Nominating and Corporate Governance Committee report below. Mr. Salice is currently serving as the Presiding Director.

 

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. Diversity in business background, area of expertise, gender and ethnicity are also considered when selecting board nominees. Additional details are contained in the company’s corporate governance guidelines available at www.mt.com under “About Us / Investor Relations / Corporate Governance”.

 

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

 

BOARD OF DIRECTORS — GENERAL INFORMATION

 

immaterial relationships. The independence criteria are contained in the corporate governance guidelines available on the company’s website at www.mt.com under “About Us / Investor Relations / Corporate Governance”. 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.

 

In light of these criteria, the board has determined that Messrs. Chu, Contino, Dickson, Geier, Kelly, Maerki, Milne and Salice are independent under the rules of the New York Stock Exchange and either have no relationships with the company (other than as director and shareholder) or have only immaterial relationships with the company. Mr. Spoerry, Chairman of the Board, and Mr. Filliol, President and Chief Executive Officer, are not independent under the rules of the New York Stock Exchange, as they are employees of the company.

 

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

 

 

Meeting of Non-Management Directors

 

The board schedules regular executive sessions for its non-management 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. The Board of Directors met six times in 2008. Each director attended at least 75% of all board and committee meetings of which the director is a member.

 

The company expects that all directors will attend the annual meeting of shareholders. All directors attended the 2008 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.

 

BOARD OF DIRECTORS — GENERAL INFORMATION

 

Director Compensation

 

Non-employee directors are compensated by an annual cash retainer, committee member fees, and per meeting fees for board and committee meetings attended. The board and its committees sometimes forego per meeting fees at their discretion, for example for shorter or telephonic meetings. Board members may also receive a $750 meeting fee for performing interviews of board candidates. Members of the Board of Directors receive reimbursement for traveling costs and other out-of-pocket expenses incurred in attending board and committee meetings. Each director also receives an annual stock option grant and a grant of restricted stock units. The following provides an overview of the elements of 2008 director compensation:

 

 

The actual amounts paid to each non-employee director with respect to 2008 are set out in the following table.

 

2008 Director Compensation

 

 

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 — PresidingDirector@mt.com.

 

REGULAR MAIL — Mettler-Toledo International Inc., Im Langacher, 8606 Greifensee, Switzerland, Attention: Presiding Director.

 

All communications will be reviewed by the Presiding Director.

 

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.

 

 

 

 

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 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:

 

 

The Audit Committee assists the board in overseeing the accounting and financial reporting processes 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”. The committee is responsible for overseeing the accounting and financial reporting processes of the company and audits of the financial statements of the company. In discharging its oversight role, the Audit Committee discussed the audited financial statements contained in the 2008 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 the independent registered public accounting firm, the Audit Committee discussed with PwC the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended and adopted by the Public Company Accounting Oversight Board, 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, 2008.

 

Independent Registered Public Accounting Firm Fees

 

 

Audit Fees — Represents fees for the audit of the annual financial statements, including the Sarbanes-Oxley § 404 attestation opinion, and review of financial statements included in quarterly reports on Form 10-Q.

 

Audit-Related Fees  — The audit-related fees in 2008 relate to due diligence work in connection with acquisition transactions, accounting consultations related to financial accounting and reporting standards and audits

 

AUDIT COMMITTEE REPORT

 

of certain of the company’s employee benefit plans. The audit-related fees in 2007 relate to due diligence work in connection with acquisition transactions and audits of certain of the company’s employee benefit plans.

 

Tax Fees — The 2008 and 2007 tax fees were primarily for tax compliance-related services.

 

Other Fees — No significant other services were performed by PwC for the company in 2008 or 2007.

 

The Audit Committee has determined that PwC’s provision of the services included in the categories “Tax Fees” and “Other Fees” is compatible with maintaining PwC’s 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 provided by PwC 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 2009

 

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, 2009 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
Wah-Hui Chu (to November 2008)
Hans Ulrich Maerki (from February 2009)
Thomas P. Salice

 

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 both the Head of Human Resources and the Chief Executive Officer regarding the amount and form of executive and director compensation.

 

The Compensation Committee also makes periodic use of compensation consultants, who are typically engaged by the company at the direction of the Committee. In 2007, the Compensation Committee engaged the firm Pearl Meyer & Partners to assist it in establishing the compensation levels of the new Chief Executive Officer and Executive Chairman effective January 1, 2008. In 2008, the Compensation Committee engaged the firms Pearl Meyer & Partners and Hostettler & Partner AG to assist it in reviewing the compensation levels of the company’s senior executives, including the Chief Executive Officer.

 

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
John T. Dickson
Philip H. Geier
Michael A. Kelly (from February 2009)
Hans Ulrich Maerki

 

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 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”. 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. We describe below the process established by the committee to nominate directors to the Board of Directors as well as some of the recent corporate governance activities undertaken by the committee.

 

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 candidates recommended by shareholders 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, 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 follows the following process in nominating candidates for a position on the company’s Board of Directors.

 

 

With regard to the current board nominees, the Nominating and Corporate Governance Committee has evaluated the qualifications and contributions of each of the board nominees and has recommended to the board that the eight current directors be nominated for re-election.

 

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT

 

Corporate Governance

 

The Nominating and Corporate Governance Committee focused in 2008 on the composition of the board and its committees, with a particular emphasis on board skills and succession generally. The Committee oversaw the director search process leading to the appointment of Mr. Kelly in July 2008. The Committee continues to review director candidates and committee membership.

 

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

 

George M. Milne, Chairman
John T. Dickson
Wah-Hui Chu (from February 2009)
Hans Ulrich Maerki

 

Compensation Discussion and Analysis

 

The Compensation Committee oversees compensation of the company’s executive officers. In carrying out its duties, the Compensation Committee receives information and recommendations from the Head of Human Resources and the Chief Executive Officer, and may consult with outside compensation consultants as it deems appropriate. The Compensation Committee has historically used the firm Pearl Meyer & Partners to provide market surveys of executive compensation in technology firms in comparable industries (including scientific instrument firms), which are considered in setting compensation levels. In 2007, the Compensation Committee used this firm to assist it in establishing the compensation levels of the new Chief Executive Officer and Executive Chairman effective January 1, 2008. In 2008, the Compensation Committee engaged the firms Pearl Meyer & Partners and Hostettler & Partner AG to assist it in reviewing the compensation levels of the company’s senior executives, including the Chief Executive Officer.

 

The objectives of the company’s executive compensation programs are as follows:

 

 

The company’s compensation program consists of three main elements: base salary, an annual bonus and long-term incentive compensation (stock options). We do not believe in providing special benefits to executives, and do not provide any significant perquisites. In sum, 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.

 

Each year the Compensation Committee separately reviews each of the three elements, as well as total compensation, taking 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 executive compensation, the Compensation Committee periodically conducts both broad based surveys and surveys of the salaries of executives in the instruments and electronics industries, including companies in SIC Code 3826 (Laboratory Analytical Instruments). In 2008, Pearl Meyer & Partners provided US-based survey data using confidential surveys relating to CEO and senior executive compensation at technology companies in comparable industries, including scientific instruments firms, and of similar size firms to the company. They also provided peer company executive compensation at Ametek, Coherent, Dionex, Millipore, Pall, PerkinElmer, Roper, Varian and Waters. Hostettler & Partner AG provided European-based survey data from a database of 9,000 companies from a wider industry group, with an emphasis on companies in the precision instruments sector of a similar size to the company.

 

Management Succession Plan

 

In November 2007, the company announced that the Board of Directors had approved a management succession plan under which the board elected Mr. Spoerry to the position of Executive Chairman of the Board and Mr. Filliol to the positions of President and Chief Executive Officer, in each case effective on January 1, 2008. In December 2008, the company announced that, effective January 1, 2009, Mr. Filliol would join the Board of Directors and Mr. Spoerry would continue in the capacity as Chairman of the Board. The key elements of their 2008

 

COMPENSATION DISCUSSION AND ANALYSIS

 

compensation are described below under “Employment Agreements”. The Compensation Committee will review Mr. Spoerry’s compensation for 2009 and future years taking into account his ongoing duties as Chairman.

 

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 executive officers are generally lower than those at peer companies. Although a certain base salary is necessary and appropriate, we believe the majority of executive compensation should be paid in ways that link pay with performance. We accomplish this through the annual bonus and long-term incentives.

 

Annual Bonus

 

We link pay with performance through our bonus plan, called POBS Plus (Performance Oriented Bonus System). The purpose of the bonus plan is to provide an incentive to key employees of the company to dedicate themselves to the financial success of the company as measured based on objective financial criteria. The bonus 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 financial 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 “2008 Performance Targets and Actual Target Achievement” below.

 

A bonus is payable following achievement of at least 90% of the target level. Below 90% target achievement no bonus is paid. At 100% target achievement, the bonus is 50% of base salary for Messrs. Spoerry and Filliol, and 45% of base salary for Messrs. Donnelly, Caratsch and Widmer. The maximum bonus possible is earned at 130% target achievement, and is 169.38% of base salary for Messrs. Spoerry and Filliol, 160.50% of base salary for Messrs. Caratsch and Widmer, and 157.50% of base salary for Mr. Donnelly.

 

In addition, between 12 and 20 percent of the bonus for each participant 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 and Chairman’s performance on their individual targets, and reviews the CEO’s recommendation on the individual target performance of the other executive officers. After the conclusion of each year, 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.

 

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 bonus 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 six years, the average target achievement for executive officers has ranged from 95% to approximately 125%.

 

2008 Performance Targets and Actual Target Achievement

 

The 2008 performance targets for 100% target achievement were as follows: adjusted non-GAAP earnings per share — $5.44, net cash flow before taxes, voluntary pension payments and restructuring — $260.4 million, last 12 months inventory turnover — 5.70, and group sales measured at budgeted currency rates — $1,898.4 million. Messrs. Caratsch and Widmer have additional targets related to the sales and operating profit of their respective divisions.

 

The 2008 actual performance was as follows: adjusted non-GAAP earnings per share — $5.68, net cash flow before taxes, voluntary pension payments and restructuring — $235.2 million, last 12 months inventory turnover — 5.06, and group sales measured at budgeted currency rates — $1,916.8 million. Adjusted non-GAAP earnings per

 

COMPENSATION DISCUSSION AND ANALYSIS

 

share during 2008 excluded benefits for a change in the company’s effective tax rate, as well as discrete tax benefits of $6 million, offset in part by a restructuring charge of $6 million. Net cash flow before taxes and voluntary pension payments represents cash flow from operations less capital expenditures, tax payments and voluntary pension payments of $5 million made to the company’s U.S. pension plan, plus proceeds from property sales.

 

The 2008 target performance resulted in bonus payments for Messrs. Spoerry, Filliol, Donnelly, Caratsch and Widmer of 100%, 96%, 81%, 47% and 52% of base salary, respectively, under the POBS Plus plan for 2008.

 

Share Purchase Plan

 

To help encourage executives to be direct shareholders, the board approved the Mettler-Toledo 2007 Share Purchase Plan on November 1, 2007. Under the plan, executive officers may purchase company shares using all or a portion of their bonus 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 is expected to be on or shortly before March 15 of each year. All shares issued pursuant to the plan will be 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.

 

Mr. Spoerry purchased shares with a value of CHF 500,000 from his 2007 bonus. Mr. Filliol purchased shares with a value of CHF 650,000 from his 2007 bonus and CHF 360,938 from his 2008 bonus. Mr. Widmer purchased shares with a value of CHF 150,000 from his 2007 bonus.

 

Long-Term Incentives

 

Another method we have historically used to link pay with performance is awarding stock options, which we believe aligns management’s interests with those of the company’s shareholders. When the company performs well, the value of executive officers’ incentive compensation increases. When the company does not perform well, the value of incentive awards is reduced. Our stock options typically vest over five years, 20% per year, starting on the first anniversary of the date of grant. In 2003, we granted certain options that vested over two years. Options generally have a term of ten years, except for certain grants to Swiss residents having terms of six years and ten and a half years.

 

In connection with the management succession plan described above, the Compensation Committee approved a grant of performance options to the executive officers that was made on January 3, 2008. The performance options will vest in full on March 1, 2013, provided the company has achieved at least 15% compound annual growth in its fully diluted earnings per share (EPS) (subject to certain defined adjustments) over the five-year period January 1, 2008 through December 31, 2012. The regular annual grant of options was made on November 6, 2008.

 

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 2008, this analysis 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. In line with our philosophy of rewarding for performance, if the interests of shareholders have been and continue to be served, it is appropriate for management to continue to be awarded long-term incentives.

 

Option Grant Practices and Policy

 

The Compensation Committee approves all option grants. Option grants are typically made once each year on the date of the Compensation Committee meeting at which the overall annual compensation review takes place

 

COMPENSATION DISCUSSION AND ANALYSIS

 

(typically in late October or early November each year). The Compensation Committee meeting dates are set up to two 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.

 

Stock Ownership Philosophy

 

We encourage all executives to be direct shareholders. The Compensation Committee periodically evaluates whether to implement a stock ownership requirement or other holding requirement for directors or executive officers. To date, the Committee has not implemented such a policy, other than for Mr. Filliol, who must acquire at least 15,000 shares by the end of 2010, and must hold such shares until at least one year following his last day of employment. Mr. Filliol currently holds more than this number of shares. 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. All executive officers have a significant portion of their company compensation tied to stock options. The Compensation Committee believes that implementing an ownership policy beyond that applicable to the CEO is not necessary under the circumstances, and would not enhance management’s motivation or performance.

 

Swiss Pension Plan

 

The Swiss-based executive officers (each of the named executive officers except Mr. Donnelly) 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 bonus earned at 100% target achievement) and was capped by Swiss law at a maximum of CHF 795,600 in 2008 and 2007 and CHF 774,000 in 2006. 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.

 

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. Spoerry, Filliol, Caratsch and Widmer, 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) than if they had not become subject to incremental 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.

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Changes in 2008 Compensation

 

In connection with the management succession described above, the company entered into employment agreements with Messrs. Filliol and Spoerry effective January 1, 2008. See “Employment Agreements” below. The agreements are governed by Swiss law and call for 2008 base salaries for Mr. Filliol of CHF 750,000 and Mr. Spoerry of CHF 600,000. The base salaries are subject to adjustment in future years. The target bonuses for Messrs. Filliol and Spoerry are CHF 375,000 and CHF 300,000, respectively.

 

Based on its review of salary survey data referred to above, and taking into account each individual’s performance, the Compensation Committee increased the base salaries of Messrs. Donnelly and Widmer by 7.2% and 2.0%, respectively. The company entered into an employment agreement with Mr. Caratsch effective January 1, 2008, which calls for a 2008 base salary of CHF 300,000, subject to adjustment in future years, and a target bonus of CHF 135,000. Based on the quality of leadership of Mr. Spoerry, Mr. Filliol and the management team, and the overall performance of the company, the committee believes management’s compensation is appropriate.

 

Summary Compensation Table(1)

 

 

 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

Employment Agreements

 

In connection with the management succession described above, the company entered into employment agreements with Messrs. Filliol and Spoerry effective January 1, 2008. The agreements are governed by Swiss law and call for base salaries for Mr. Filliol and Mr. Spoerry of CHF 750,000 and CHF 600,000, respectively, subject to adjustment in future years. The target bonuses for Messrs. Filliol and Spoerry are CHF 375,000 and CHF 300,000, respectively. The actual bonus earned depends on target achievement, pursuant to the terms of the POBS Plus bonus plan. The individuals are entitled to participate in the company’s equity incentive plan. The company bears the cost of contributions to the Mettler-Toledo Fonds pension plan, as well as the cost of accident and disability insurance.

 

The agreements may be terminated by either party on 12 months’ notice to the end of a month. The individuals may not compete with the company for a period of 12 months after termination. If the company terminates Mr. Filliol’s employment before January 1, 2010 without cause, it must make an additional payment to Mr. Filliol of CHF 1.125 million. Mr. Filliol must own at least 15,000 MTD shares by the end of 2010, and must hold such shares until at least one year following his last day of employment. Mr. Filliol may not serve on any third party board of directors through the end of 2010, after which third party board service is conditioned on prior approval by the Board of Directors.

 

In establishing the compensation of Messrs. Filliol and Spoerry, the Compensation Committee received advice from the firm Pearl Meyer & Partners about compensation levels at other companies in similar situations with a newly named CEO and a Chairman with executive responsibilities similar to Mr. Spoerry’s. The Committee also took into account the broad based and peer company survey data described above. In setting the CEO’s compensation, the Committee considered the prior CEO’s salary, the salary levels of the other executive officers, as well as Mr. Filliol’s age and experience. In setting Mr. Spoerry’s compensation, the Committee took into account his duties and responsibilities and expected time commitment. The Committee also considered Mr. Spoerry’s compensation level relative to Mr. Filliol’s.

 

The company is a party to employment agreements with each of the remaining named executive officers. These agreements provide for a base salary subject to adjustment and participation in our bonus plan and other employee

 

COMPENSATION DISCUSSION AND ANALYSIS

 

benefit plans. Each agreement prohibits the executive from competing with the company for a period of 12 months after termination of employment. The agreements may be terminated without cause by either party on six months’ notice for Mr. Widmer and 12 months’ notice for Messrs. Donnelly and Caratsch, during which periods the executive is entitled to full compensation under the agreement, including payment of base salary, target bonus, 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”.

 

Grants of Plan-Based Awards

 

 

 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

 

Outstanding Equity Awards at Fiscal Year-End

 

 

 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Option Exercises and Stock Vested in Fiscal 2008

 

 

Pension Benefits(1)

 

 

 

 

Payments Upon Termination or Change in Control

 

Pursuant to the 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.

 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

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, 2008. 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)

 

 

 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

Securities Authorized for Issuance under Equity Compensation Plans as of December 31, 2008

 

 

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 2, 2009 (December 31, 2008 in the case of 5% shareholders):

 

 

 

 

 

The nominees for the Board of Directors are listed below. Each nominee, if elected, 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 that any nominee would be unable or unwilling to serve if elected. In the event that a nominee is unable to serve, the person designated as proxyholder for the company will vote for the remaining nominees and for such other person as the Board of Directors may nominate.

 

Directors shall be elected by the affirmative vote of a majority of the votes cast with respect to each 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 company’s by-laws.

 

Robert F. Spoerry is 53 years old and has been a director since October 1996. Mr. Spoerry was President and Chief Executive Officer of the company from 1993 to 2007. He served as Head of Industrial and Retail (Europe) of the company from 1987 to 1993. Mr. Spoerry has been Chairman of the Board of Directors since May 1998 and served as Executive Chairman in 2008.

 

Wah-Hui Chu is 57 years old and has been a director since January 2007 and serves on the Nominating and Corporate Governance Committee. Mr. Chu has been Executive Director and Chief Executive Officer of Next Media Limited since October 2008. He was non-executive Chairman of PepsiCo International’s Asia Region from April 2007 to April 2008. From March 1998 to March 2007 he was the President of PepsiCo International — China Beverages Business Unit. Mr. Chu is also a Director of Li Ning Company Limited.

 

Francis A. Contino is 63 years old and has been a director since October 2004 and serves as Chairman of the Audit Committee. Mr. Contino has been Managing Director of FAC&B LLC since July 2008. He was a member of the Management Committee and a member of the Board of Directors of McCormick & Company, Inc. from 1998 to 2008. He was Chief Financial Officer from 1998 through October 2007. He was Executive Vice President — Strategic Planning of McCormick from October 2007 to June 2008. Prior to joining McCormick, Mr. Contino was Managing Partner of the Baltimore office of Ernst & Young.

 

Olivier A. Filliol is 42 years old and has been a director since January 2009. He has been President and Chief Executive Officer of the Company since January 1, 2008. Mr. Filliol served as Head of Global Sales, Service and Marketing of the Company from April 2004 to December 2007, and Head of Process Analytics of the Company from June 1999 to December 2007. From June 1998 to June 1999 he served as General Manager of the Company’s U.S. checkweighing operations. Prior to joining the Company, he was a Strategy Consultant with the international consulting firm Bain & Company working in the Geneva, Paris and Sydney offices.

 

Michael A. Kelly is 52 years old and has been a director since July 2008 and serves on the Compensation Committee. Mr. Kelly has been Executive Vice President, Display and Graphics Business of 3M Company since October 2006. Prior to this, he served in various management positions in the U.S., Singapore, Korea and Germany since he joined 3M in 1981.

 

Hans Ulrich Maerki is 62 years old and has been a director since September 2002 and serves on the Audit, Compensation and Nominating & Corporate Governance Committees. Mr. Maerki was the Chairman of IBM Europe/Middle East/Africa (EMEA) from August 2001 to March 2008. From July 2003 to May 2005, Mr. Maerki was also the General Manager of IBM EMEA. From 1996 to July 2001, Mr. Maerki was General Manager of IBM

 

PROPOSAL ONE:
ELECTION OF DIRECTORS

 

Global Services, EMEA. Mr. Maerki worked at IBM in various positions from 1973 to 2008. Mr. Maerki is also a Director of ABB Ltd. and Swiss Re.

 

George M. Milne, Jr., Ph.D., is 65 years old and has been a director since September 1999 and serves as Chairman of the Nominating and Corporate Governance Committee. Dr. Milne is a venture partner of Radius Ventures, LLC. From 1970 to July 2002, Dr. Milne held various management positions with Pfizer Corporation, including most recently Executive Vice President, Pfizer Global Research and Development and President, Worldwide Strategic and Operations Management. Dr. Milne was also a Senior Vice President of Pfizer Inc. and a member of the Pfizer Management Council. He was President of Central Research from 1993 to July 2002 with global responsibility for Pfizer’s Human and Veterinary Medicine Research and Development. Dr. Milne is also a Director of Athersys Inc. and Charles River Laboratories, Inc.

 

Thomas P. Salice is 49 years old and has been a director since October 1996 and serves on the Audit Committee and as Chairman of the Compensation Committee. Mr. Salice is a co-founder and principal of SFW Capital Partners, LLC, a private equity firm. He has served as a Managing Member of SFW Capital Partners since January 2005. From June 1989 to December 2004, Mr. Salice served in a variety of capacities with AEA Investors, Inc., including Managing Director, President and Chief Executive Officer and Vice-Chairman. Mr. Salice is also a Director of Waters Corporation.

 

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.

 

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, 2009 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 in this proxy statement for further details concerning the fees charged by PwC.

 

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.

 

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee is comprised of Messrs. Dickson, Geier, 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 2008. 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 received by us, 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 the filing of a Form 4 on May 29, 2008 reporting a stock purchase by Mr. Francis Contino made on May 1, 2008.

 

Availability of Form 10-K and Annual Report to Shareholders

 

The company’s Annual Report to shareholders for the fiscal year ended December 31, 2008, 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 will be 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, 2008, 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 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, 2009. 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 Securities and Exchange Commission 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.

 

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 regular 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 2008 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 2008 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.

PROXY

METTLER-TOLEDO INTERNATIONAL INC.
Proxy for Annual Meeting of Shareholders
April 30, 2009

This proxy is solicited on behalf of Mettler-Toledo International Inc.’s Board of Directors

     The undersigned hereby appoints Robert F. Spoerry and William P. Donnelly, and each of them, proxies for the undersigned, with full power of substitution, to represent and to vote all shares of Mettler-Toledo International Inc. common stock which the undersigned may be entitled to vote at the 2009 Annual Meeting of Shareholders of Mettler-Toledo International Inc. to be held in New York, New York on Thursday, April 30, 2009 at 8:00 a.m., or at any adjournment thereof, upon the matters set forth on the reverse side and described in the accompanying proxy statement and upon such other business as may properly come before the meeting or any adjournment thereof.

1.

Vote by Internet – Use the Internet to access the website http://proxyonline.mt.com where shareholders can vote online by following the instructions posted. Voting on the Internet requires use of the control number mailed to you on the proxy card.

OR

2.

Vote by Mail – Complete the attached proxy card, including the date and shareholder signature, and return the proxy card in the envelope provided.

     If voting by mail, please mark this proxy as indicated on the reverse side to vote on any item. If you wish to vote in accordance with the Board of Directors’ recommendations, please sign the reverse side; no boxes need to be checked. IF THIS PROXY IS SIGNED BUT NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR ITEMS 1 AND 2 in their discretion, and the appointed proxies are authorized to vote upon such other business as may properly come before the meeting.

(continued and to be signed on other side)

	Address Change / Comments (Mark the corresponding box on the reverse side)

5TO VOTE BY MAIL FOLD AND DETACH HERE5

		Please Mark Here for Address Change or Comments SEE REVERSE SIDE		o

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2

ITEM NO. 1 — ELECTION OF DIRECTORS

01

FOR

AGAINST

ABSTAIN

05

FOR

AGAINST

ABSTAIN

Robert F.

o

o

o

Michael A. Kelly

o

o

o

Spoerry

02

FOR

AGAINST

ABSTAIN

06

FOR

AGAINST

ABSTAIN

Wah-Hui

o

o

o

Hans Ulrich Maerki

o

o

o

Chu

03

FOR

AGAINST

ABSTAIN

07

FOR

AGAINST

ABSTAIN

Francis A.

o

o

o

George M. Milne

o

o

o

Contino

04

FOR

AGAINST

ABSTAIN

08

FOR

AGAINST

ABSTAIN

Olivier A.

o

o

o

Thomas P. Salice

o

o

o

Filliol

ITEM NO. 2 - APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR

AGAINST

ABSTAIN

o

o

o