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

 

SCHEDULE 14A

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

 

Check the appropriate box:

METTLER-TOLEDO INTERNATIONAL INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Mettler-Toledo International Inc.

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

March 17, 2014

Dear Fellow Shareholder:

You are cordially invited to attend the 2014 Annual Meeting of Shareholders of Mettler-Toledo International Inc. to be held on Thursday, May 8, 2014, at 8:00 a.m. at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP on 375 Park Avenue, New York, New York.

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

We have distributed a Notice of Internet Availability of Proxy Materials to some shareholders instead of delivering paper copies 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.

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

Sincerely yours,

Robert F. Spoerry
Chairman of the Board

Table of Contents

		Page
Notice to Shareholders of Annual Meeting			iii
About the Meeting and Voting			1
Proposal One: Election of Directors			2
Board of Directors — General Information			6
Board of Directors — Operation			10
Audit Committee Report			12
Proposal Two: Ratification of Independent Registered Public Accounting Firm			14
Nominating and Corporate Governance Committee Report			15
Compensation Discussion and Analysis			17
Compensation Committee Report			28
Proposal Three: Advisory Vote to Approve Executive Compensation			30
Share Ownership			31
Additional Information			32

Mettler-Toledo International Inc.

 

Notice to Shareholders of Annual Meeting

 

Time:		8:00 a.m. on Thursday, May 8, 2014
Place:		Fried, Frank, Harris, Shriver & Jacobson LLP, 375 Park Avenue, New York, New York
Items of Business:		1. To elect nine directors
		2. To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm
		3. Advisory vote to approve executive compensation
		4. To transact any other business properly brought before the meeting
Who Can Vote:		You can vote if you were a shareholder of record on March 10, 2014
Annual Report:		A copy of our 2013 Annual Report is enclosed
Date of Mailing:		On or about March 17, 2014

By order of the Board of Directors

James T. Bellerjeau
General Counsel and Secretary

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 8, 2014: This proxy statement and our 2013 Annual Report are available at the Internet address set out on your proxy card.

 

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

 

This proxy statement is furnished in connection with the solicitation of proxies by Mettler-Toledo International Inc. on behalf of the Board of Directors for the 2014 Annual Meeting of Shareholders.

ABOUT THE MEETING AND VOTING

Proposals to be Voted On

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

Proposals

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

Shareholders Entitled to Vote

Each share of common stock outstanding as of the close of business on March 10, 2014 (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, 29,314,337 shares of common stock were outstanding.

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

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

How to Vote

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

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

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

Vote Tabulation; Voting Results

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

PROPOSAL ONE:
ELECTION OF DIRECTORS

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

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

Qualifications of Director Nominees

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

Wah-Hui Chu is 62 years old and has been a director since January 2007 and serves on the Nominating and Corporate Governance Committee. In 2013, Mr. Chu served as Chief Executive Officer of Tingyi Asahi Beverages, the largest soft drink company in China with over $6 billion in revenue, and he continues to serve as Executive Director. Mr. Chu has also served as the Chairman of PepsiCo Investment (China) Limited since March 2012. He was Executive Director and Chief Executive Officer of Next Media Limited, the leading publicly traded media company in Hong Kong that focuses on the greater China region, from October 2008 to October 2011. He 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 has a Master's in Business Administration from Roosevelt University. Mr. Chu previously served as a Director of Li Ning Company Limited from July 2007 through December 2012.

Mr. Chu has extensive professional experience in management positions at leading U.S. companies’ Asian businesses, having spent a substantial majority of his time since 1980 in Asia with Quaker Oats Company, H.J. Heinz Company, Whirlpool Corporation, Monsanto Company, and PepsiCo., Inc. From 2008 to 2011, Mr. Chu led Next Media Limited, and in 2013 Mr. Chu served as CEO of Tingyi Asahi Beverages. The company has significant operations in Asia and is making significant investments in Asia, particularly China, and a person with Mr. Chu’s background provides valuable assistance and insight to the company.

Francis A. Contino is 68 years old and has been a director since October 2004, is considered one of the board’s financial experts, 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, Executive Vice President and a member of the Board of Directors of McCormick & Company, Inc. from 1998 to 2008. McCormick is a global leader in the manufacture and distribution of spices, seasoning mixes, condiments, and other products to the food industry, with more than $4 billion in sales. Mr. Contino was Chief Financial Officer of McCormick from 1998 through October 2007. In addition to his CFO responsibilities, he was Executive Vice President responsible for Supply Chain from 2002 to 2004 and responsible for Strategy from 2004 to 2008. Prior to joining McCormick, Mr. Contino was Managing Partner of the Baltimore office of Ernst & Young.

PROPOSAL ONE:
ELECTION OF DIRECTORS

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

Olivier A. Filliol is 47 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. Mr. Filliol has a Master’s (lic. oec.) and Ph.D. (Dr. oec.) in Business Administration from the University of St. Gallen, Switzerland, and has completed executive education at the Business School of Stanford University.

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

Michael A. Kelly is 57 years old and has been a director since July 2008 and serves on the Compensation Committee. Mr. Kelly has been Executive Vice President, Electronics and Energy Business of 3M Company since October 2012, and was previously the Executive Vice President, Display and Graphics, 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. Mr. Kelly has completed executive education at The Wharton School of the University of Pennsylvania.

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

Martin D. Madaus, Ph.D., is 54 years old and has been a director since June 2009 and serves on the Audit Committee. Dr. Madaus has been Executive Chairman of Quanterix Corporation since November 2010, and Chief Executive Officer of Quanterix since September 2011. Quanterix is a privately-held development stage diagnostics company seeking to develop and commercialize blood tests that measure clinically important proteins in blood. Prior to joining Quanterix, Dr. Madaus was the President and Chief Executive Officer of Millipore Corporation, a life sciences company serving the bioscience research and biopharmaceutical manufacturing industry, from November 2004 to July 2010, and Chairman from March 2005 to July 2010, when Millipore was acquired by Merck KGaA. Dr. Madaus has a Doctor of Veterinary Medicine from the University of Munich, Germany, and a Ph.D. in veterinary medicine from the Veterinary School of Hanover, Germany. Dr. Madaus is a Director of Covidien PLC and PPD, Inc.

Dr. Madaus has more than twenty years of experience in the diagnostics and life science industries. A significant portion of the company’s business relates to the life science industry. As the former CEO of Millipore and current Chairman and CEO of Quanterix, Dr. Madaus faces similar challenges as the company. He can be helpful to the board and the CEO in analyzing comparable issues he faces. Dr. Madaus is also considered one of the board’s financial experts.

PROPOSAL ONE:
ELECTION OF DIRECTORS

Hans Ulrich Maerki is 67 years old and has been a director since September 2002 and serves on the 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 Chief Executive Officer of IBM EMEA. From 1996 to July 2001, Mr. Maerki was General Manager of IBM Global Services, EMEA. Mr. Maerki worked at IBM in various positions from 1973 to 2008. Mr. Maerki has a Master's in Business Administration from the University of Basel, Switzerland, and a 2010 Senior Fellowship of Advanced Leadership at Harvard University. Mr. Maerki is also a Director of ABB Ltd. and Swiss Re.

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

George M. Milne, Jr., Ph.D., is 70 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 has a Ph.D. in Organic Chemistry from the Massachusetts Institute of Technology (MIT). Dr. Milne is a Director of Charles River Laboratories Inc. and also serves on the boards of several private companies and charitable organizations. In the past five years Dr. Milne was a Director of Athersys Inc. and QLT, Inc.

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

Thomas P. Salice is 54 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 has a Master's in Business Administration from Harvard University. Mr. Salice is also a Director of Waters Corporation and the privately-held companies Agknowledge Holdings Company, Inc., Industrial Dynamics Holdings, Inc., MD Buyline, Inc., and Spectro Inc.

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

PROPOSAL ONE:
ELECTION OF DIRECTORS

Robert F. Spoerry is 58 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. Mr. Spoerry has been Chairman of the Board of Directors since May 1998 and served as Executive Chairman in 2008. Mr. Spoerry has a Master’s in Mechanical Engineering from the Federal Institute of Technology in Zurich, Switzerland, and a Master of Business Administration from the University of Chicago. Mr. Spoerry is also a Director of Conzzeta Holding AG, Geberit AG, and Sonova Holding AG, for whom he has served as Chairman since March 2011. Mr. Spoerry previously served as a Director of Holcim Ltd. and Schaffner Holding AG through March 2011.

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

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

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

BOARD OF DIRECTORS — GENERAL INFORMATION

Composition of the Board; Board Leadership Structure

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

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

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

Corporate Governance Guidelines

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

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

It is the responsibility of the Board of Directors to establish and monitor the company’s internal governance practices and work toward the long-term success of the company. The company has adopted a code of business conduct and ethics, known as the code of conduct. All actions of the company’s Board of Directors, executive officers, and employees are governed by the company’s code of conduct. The board did not approve any waiver of the code of conduct by an executive officer or director in 2013. A copy of the code of conduct is available at www.mt.com under “About Us/Investor Relations/Corporate Governance” and is available in print to any shareholder who requests it.

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

Compensation-Related Risk

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

BOARD OF DIRECTORS — GENERAL INFORMATION

Minimum Qualifications for Directors

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

Independence of the Board

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

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

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

Meeting of Non-Employee Directors

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

Director Attendance at Board Meetings and the Annual Meeting

The board expects that its members will attend all meetings of the board and the annual meeting of shareholders. The Board of Directors met four times in 2013. Each director attended at least 75% of all board and committee meetings of which the director is a member and all directors attended the 2013 annual meeting of shareholders.

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

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

Director Retirement Policy

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

Director Share Ownership

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

BOARD OF DIRECTORS — GENERAL INFORMATION

Contacting the Board of Directors

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

Director Compensation

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

The other directors (except the CEO, Mr. Filliol, whose compensation is described in the Compensation Discussion and Analysis) are compensated by an annual cash retainer, committee member fees, and per meeting fees for board and committee meetings attended. Board members may also receive a $750 meeting fee for performing interviews of board candidates. Directors are reimbursed for traveling costs and other out-of-pocket expenses incurred in attending board and committee meetings. Directors also receive an annual stock option grant and a grant of stock. The following provides an overview of the elements of 2013 director compensation:

Annual cash retainer		$	50,000
Fee per board meeting attended		$	1,000
Fee per committee meeting attended		$	750
Annual grant of stock options – number granted			1,484
Annual grant of stock (excluding the Presiding Director) – number granted			96
Annual grant of stock to the Presiding Director – number granted			196
Committee member fees:
• Audit		$	10,000
• Compensation		$	5,000
• Nominating and Corporate Governance		$	3,000
Committee Chair fees (in addition to member fees):
• Audit		$	10,000
• Compensation		$	5,000
• Nominating and Corporate Governance		$	3,000

The actual amounts paid to each director with respect to 2013 are set out in the following table.

2013 Director Compensation

Name		Fees Earned or Paid in Cash				Stock Awards(1)				Option Awards(1)				Nonqualified Deferred Compensation Earnings(2)				All Other Compensation(3)				Total
Wah-Hui Chu		$	59,250			$	23,519			$	98,434			$	—			$	—			$	181,203
Francis A. Contino			77,000				23,519				98,434				—				—				198,953
Michael A. Kelly			62,750				23,519				98,434				—				—				184,703
Martin D. Madaus			67,000				23,519				98,434				—				—				188,953
Hans Ulrich Maerki			68,000				23,519				98,434				—				—				189,953
George M. Milne			62,250				23,519				98,434				—				—				184,203
Thomas P. Salice			80,750				48,018				98,434				—				—				227,202
Robert F. Spoerry			431,407				—				549,876				94,909				426,873				1,503,065

BOARD OF DIRECTORS — GENERAL INFORMATION

At December 31, 2013, each director held unvested restricted stock units and stock options (vested and unvested) with respect to the following number of shares:

		Restricted Stock Units				Stock Options
			(#)				(#)
Wah-Hui Chu			53				22,596
Francis A. Contino			53				16,596
Michael A. Kelly			53				16,596
Martin D. Madaus			53				11,896
Hans Ulrich Maerki			53				31,596
George M. Milne			53				28,596
Thomas P. Salice			86				25,596
Robert F. Spoerry			—				272,510

BOARD OF DIRECTORS — OPERATION

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

Name

Audit(1)

Compensation(2)

Nominating & Corporate Governance

Wah-Hui Chu

X

Francis A. Contino

X

Michael A. Kelly

X

Martin D. Madaus

X

Hans Ulrich Maerki

X

X

George M. Milne

X

Thomas P. Salice

X

X

Total meetings in 2013

4

5

3

BOARD OF DIRECTORS — OPERATION

Committee Charters

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

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

AUDIT COMMITTEE REPORT

The Audit Committee assists the board in overseeing the accounting and financial reporting processes of the company and audits of the financial statements of the company. The Audit Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance.” In discharging its oversight role, the Audit Committee discussed the audited financial statements contained in the 2013 annual report separately with the company’s independent registered public accounting firm and the company’s management and reviewed the company’s internal controls and financial reporting.

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

Audited Financial Statements

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

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

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the board approved, that the audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Independent Registered Public Accounting Firm Fees

		Audit Fees				Audit-Related Fees				Tax Fees				All Other Fees
2013		$	3,713,000			$	95,000			$	166,000			$	3,000
2012		$	3,530,000			$	91,000			$	163,000			$	8,000

AUDIT COMMITTEE REPORT

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

Audit-Related Fees  — The audit-related fees in 2013 and 2012 related primarily to due diligence work in connection with acquisition transactions.

Tax Fees — The 2013 and 2012 tax fees were primarily for tax compliance-related services.

Other Fees — No significant other services were performed by PwC for the company in 2013 or 2012.

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

Audit Committee Approval of Non-Audit Services

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

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

Independent Registered Public Accounting Firm for 2014

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, 2014 and to perform such other services as may be required of them.

Respectfully submitted by the members of the
Audit Committee:

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

PROPOSAL TWO:
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

You are being asked to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm. The Audit Committee has appointed PwC, independent public accountants, to audit and report on the company’s consolidated financial statements for the fiscal year ending December 31, 2014 and to perform such other services as may be required of them.

Auditor Attendance at Annual Meeting

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

Limitation on Amount of Audit Fees

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

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

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT

The Nominating and Corporate Governance Committee assists the board in identifying and recommending individuals to be nominated for election to the Board of Directors by shareholders. The committee is responsible for advising the board on the structure and membership of committees of the board as well as developing corporate governance guidelines applicable to the operation of the company. The Nominating and Corporate Governance Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance.” We describe below the process 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 shareholder recommendations and evaluate them in the same manner as other candidates. Shareholders interested in recommending a person to be a director of the company must make such recommendation in writing. The recommendation must be forwarded to the Secretary of the company at: Mettler-Toledo International Inc., Im Langacher 44, 8606 Greifensee, Switzerland. Shareholder recommendations must include the information and be sent within the time-frames specified in the company’s by-laws, a copy of which can be obtained from the Secretary. Additional details regarding minimum qualifications for director nominees can be found in the corporate governance guidelines on the company’s website at www.mt.com under “About Us/Investor Relations/Corporate Governance.”

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

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE REPORT

During 2013, the Nominating and Corporate Governance Committee evaluated changes in individual Directors’ professional status to evaluate their ability to continue serving on the board. With regard to the current board nominees, the Nominating and Corporate Governance Committee has recommended to the board that the nine current directors be nominated for re-election.

In 2013, the Nominating and Corporate Governance Committee also proposed an amendment to the director retirement policy.

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

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

COMPENSATION DISCUSSION AND ANALYSIS

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 Chairman, the Head of Human Resources, and the Chief Executive Officer, and consults 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. See the Compensation Committee Report for a discussion of the Committee’s review of Pearl Meyer & Partners’s independence.

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

In establishing executive compensation policies the Compensation Committee considers, among other things, the results of the Advisory Vote to Approve Executive Compensation from the prior year’s Annual Meeting of Shareholders. The result of the advisory vote in 2013 was very positive with 94% of votes cast in favor of the company’s compensation of its named executive officers. In 2013, the Compensation Committee did not make any material changes to its executive compensation policies.

2013 Compensation Highlights

In 2013, we grew earnings per share by 9% despite a challenging economic environment, due to management's proactive gross margin and cost control.

In light of this achievement, the key components of 2013 executive compensation were as follows:

Compensation Program Elements

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

COMPENSATION DISCUSSION AND ANALYSIS

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

Each year the Compensation Committee separately reviews each of the three elements, as well as total compensation. It takes into account the company’s growth and performance, individual executive performance, and developments in the markets in which we compete for talent. In evaluating the competitiveness of the company’s executive compensation, the Compensation Committee periodically conducts both broad based surveys of executive compensation and surveys of the compensation of executives in the instruments and electronics industries. In 2013, Pearl Meyer & Partners provided survey data using confidential surveys relating to CEO and senior executive compensation at technology companies in comparable industries, including scientific instruments firms, and firms of similar size to the company. They also provided data on peer company compensation at Ametek, Bio-Rad Laboratories, Bruker, FLIR Systems, Pall, PerkinElmer, Rockwell Automation, Roper Industries, Teledyne Technologies, and Waters. The Compensation Committee also reviewed CEO compensation data from certain Swiss industrial public companies of a similar size and international organizational structure as the company.

Base Salary

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

Changes in 2013 Compensation

Based on its review of the salary survey data referred to above, local market conditions, and taking into account each individual’s performance, the Compensation Committee left the 2013 base salary for Messrs. Filliol, Caratsch, and Kirk unchanged and increased the base salary for Mr. de la Guéronnière and Mr. Donnelly by 2%, in each case effective April 1^st. Based on the quality of leadership of the management team, and the overall performance of the company, the committee believes management’s compensation is appropriate.

Annual Cash Incentive

We link pay with performance through our cash incentive plan, called POBS Plus. The purpose of the incentive plan is to provide an incentive to key employees of the company to reward them for driving the financial success of the company as measured based on objective financial criteria. The incentive plan is administered by the Compensation Committee. At the end of each year, the Compensation Committee establishes the performance targets on which each participant’s incentive is based for the coming year. The targets used relate closely to our annual plan and budget, which are approved by the full Board of Directors each year. The targets are set taking into account the economic environment, the health of the company’s end-user markets, and the challenges and opportunities of the company’s various businesses. See “2013 Threshold, Target, Maximum and Actual Performance” below.

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

COMPENSATION DISCUSSION AND ANALYSIS

Cash Incentive Payment as % of Base Salary

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

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

2013 Threshold, Target, Maximum and Actual Performance

2013 Performance Targets		Threshold				Target				Maximum				Actual
Adjusted Non-GAAP Earnings Per Share(1)		$	10.46			$	10.70			$	11.42			$	10.58
Net Cash Flow(2)		$	354.9 million			$	364.1 million			$	391.7 million			$	385.4 million
Last 12 Months Inventory Turnover			5.15				5.20				5.35				5.17
Group Sales (at budgeted currency rates)		$	2,385.0 million			$	2,409.1 million			$	2,481.4 million			$	2,363.6 million

The 2013 weighted performance relative to targets resulted in the following incentive payments as a percent of base salary under the POBS Plus plan for 2013:

Mr. Filliol			47	%
Mr. Donnelly			39	%
Mr. Caratsch			28	%
Mr. de la Guéronnière			67	%
Mr. Kirk			32	%

Clawback Policy

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

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

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

COMPENSATION DISCUSSION AND ANALYSIS

Long-Term Incentives

Another method we have historically used to link pay with performance is awarding stock options, which we believe aligns management’s long-term interests with those of the company’s shareholders. Our stock options (including those granted in 2013) typically vest over five years, 20% per year, starting on the first anniversary of the date of grant. In 2008, we granted certain performance options that would only vest in five years if the company met a 15% per year EPS growth target for the five year period 2008-2012. The company satisfied the EPS growth target, and the performance options vested by their terms on March 1, 2013. Options generally have a term of ten years, except for certain grants to Swiss residents having terms of ten and a half years.

In determining the size of each named executive officer’s stock option grants, the Compensation Committee evaluates the relative importance of the individual’s job, the contribution and performance of the individual, their years of service and their total compensation, as well as competitive information about equity as described above relative to each individual. In 2013, these factors led to the grant of stock options with the grant date fair values each as described in the table “Grant of Plan-Based Awards.”

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

Option Grant Practices and Policy

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

Equity Ownership Guidelines

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

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

The following types of equity count towards the ownership requirement: shares held directly, vested and unvested restricted stock units (if any), and the in-the-money value of vested stock options. Individuals have a five-year period to meet the ownership requirement, running from July 2009. For officers joining after that date, the five-year period runs from the date of appointment as an officer. If an individual does not meet the requirement within the relevant time periods, the Compensation Committee has the discretion not to make further equity grants to that person. If an individual has met their requirement but subsequently falls below due to a drop in share price, they will have 24 months to rebuild their ownership, subject to Compensation Committee discretion. As of June 30, 2013, all officers who had been serving with the company for more than three years had already met their equity ownership target.

Company Equity Hedging Policy

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

COMPENSATION DISCUSSION AND ANALYSIS

Share Purchase Plan

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

Swiss Pension Plan

The Swiss-based executive officers (Messrs. Caratsch, Filliol, and Kirk) participate in a Swiss pension plan called Mettler-Toledo Fonds, which is a cash balance benefit (or pension) plan. Each year we contribute to the plan 22% of each participating named executive officer’s “covered salary.” The covered salary for pension purposes is equal to 77.27% of the individual’s target salary (consisting of the base salary plus the cash incentive earned at 100% target achievement) and was capped by Swiss law at a maximum of CHF 842,400 in 2013 and CHF 835,200 in 2012 and 2011. 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. Caratsch, Filliol, and Kirk, 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 U.S. taxation on a portion of their income. Under the tax equalization agreements, the company has agreed to pay taxes borne by these executives in respect of incremental taxation being due in the United States by virtue of their work for the company there. Because the individuals are left no better and no worse off than had they not become subject to U.S. taxation, the Compensation Committee does not believe it is appropriate to take into account the U.S. taxes paid by the company under the tax equalization agreements when determining the employees’ compensation each year. In cases where the individual’s Swiss taxes are lower as a result of the company having paid these U.S. tax amounts, the individual may need to make a payment to the company under the tax equalization agreement.

Employment Agreements

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

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

COMPENSATION DISCUSSION AND ANALYSIS

Summary Compensation Table(1)

Name and Principal Position		Year				Base Salary ($)				Stock Awards ($)				Option Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)(3)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)				All Other Compensation ($)(5)				Total ($)
Olivier A. Filliol			2013			$	952,060				—			$	3,122,153			$	446,040			$	199,879			$	503,192			$	5,223,324
President and Chief Executive Officer			2012				952,060				—				2,799,930				478,410				198,171				(25,436	)			4,403,135
			2011				952,060				—				2,799,956				1,144,852				198,171				182,191				5,277,230
William P. Donnelly			2013				390,000				—				1,179,347				153,194				n.a.				36,246				1,758,787
Executive Vice President			2012				384,375				—				1,071,056				203,775				n.a.				37,196				1,696,402
			2011				382,031				—				1,049,930				365,387				n.a.				38,527				1,835,875
Thomas Caratsch			2013				336,626				—				449,386				94,390				82,978				76,234				1,039,615
Head of Laboratory			2012				336,626				—				431,926				96,645				82,979				43,828				992,005
			2011				334,976				—				414,965				268,728				82,571				40,456				1,141,697
Marc de la Guéronnière			2013				281,017				—				611,894				187,824				58,483				18,742				1,157,960
Head of European Market Organizations			2012				275,342				—				572,086				88,957				59,841				18,999				1,015,226
			2011				237,145				—				539,922				185,661				46,820				71,951				1,081,499
Simon Kirk(6)			2013				350,539				—				318,052				111,366				86,406				149,023				1,015,387
Head of Product Inspection			2012				329,118				199,775				299,942				266,585				81,126				132,590				1,309,137

Miscellaneous personal benefits, none of which individually exceeds $25,000 in value unless otherwise stated, include car allowances, expense allowances, tax return preparation, and the value of meals in the company cafeteria. In Mr. Donnelly’s case, they also include the company’s matching payments under its 401(k) plan, access to a company-rented apartment in Columbus in lieu of hotel accommodations (through mid-2013), and the dollar value of life insurance premiums paid by the company. In Mr. de la Guéronnière’s case, benefits in 2011 include a housing allowance of $26,743 and a schooling allowance of $18,708. In Mr. Kirk’s case, benefits in 2013 and 2012 include a schooling allowance of $97,066.

COMPENSATION DISCUSSION AND ANALYSIS

Name		Year				Tax Equalization				Miscellaneous Benefits
Olivier A. Filliol			2013			$	462,995			$	40,197
			2012				(62,260	)			36,824
			2011				149,185				33,006
William P. Donnelly			2013				n.a.				36,246
			2012				n.a.				37,196
			2011				n.a.				38,527
Thomas Caratsch			2013				44,773				31,461
			2012				15,147				28,681
			2011				17,588				22,868
Marc de la Guéronnière			2013				n.a.				18,742
			2012				n.a.				18,999
			2011				n.a.				71,951
Simon Kirk			2013				17,260				131,763
			2012				4,200				128,390

Grants of Plan-Based Awards

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) [POBS Plus Cash Incentive]												Grant Date (2)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)(3)
Name		Threshold ($)				Target ($)				Maximum ($)
Olivier A. Filliol			0			$	476,030			$	1,612,790				11/07/2013				47,070			$	244.99			$	3,122,153
William P. Donnelly			0				178,133				623,464				11/07/2013				17,780				244.99				1,179,347
Thomas Caratsch			0				151,482				540,285				11/07/2013				6,775				244.99				449,386
Marc de la Guéronnière			0				127,080				453,252				11/07/2013				9,225				244.99				611,894
Simon Kirk			0				157,743				562,616				11/07/2013				4,795				244.99				318,052

COMPENSATION DISCUSSION AND ANALYSIS

Outstanding Equity Awards at Fiscal Year-End

		Option Awards(1)																				Stock Awards(2)
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Grant Date				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Units of Stock That Have Not Vested ($)
Olivier A. Filliol
			55,000				0			$	52.37				11/03/2005				05/03/2016
			45,000				0			$	68.06				11/02/2006				05/02/2017
			66,800				0			$	105.11				11/01/2007				11/01/2017
			66,800				0			$	112.37				01/03/2008				01/03/2018
			110,000				0			$	73.69				11/06/2008				11/06/2018
			66,480				16,620			$	90.76				10/28/2009				10/28/2019
			40,356				26,904			$	133.00				11/03/2010				11/03/2020
			26,396				39,594			$	149.95				11/02/2011				11/02/2021
			11,986				47,944			$	169.37				10/31/2012				10/31/2022
			0				47,070			$	244.99				11/07/2013				11/07/2023
William P. Donnelly
			41,250				0			$	52.37				11/03/2005				11/03/2015
			45,000				0			$	68.06				11/02/2006				11/02/2016
			30,250				0			$	105.11				11/01/2007				11/01/2017
			27,500				0			$	112.37				01/03/2008				01/03/2018
			45,100				0			$	73.69				11/06/2008				11/06/2018
			25,992				6,498			$	90.76				10/28/2009				10/28/2019
			15,063				10,042			$	133.00				11/03/2010				11/03/2020
			9,898				14,847			$	149.95				11/02/2011				11/02/2021
			4,585				18,340			$	169.37				10/31/2012				10/31/2022
			0				17,780			$	244.99				11/07/2013				11/07/2023
Thomas Caratsch
			12,000				0			$	112.37				01/03/2008				01/03/2018
			7,500				0			$	112.37				01/03/2008				01/03/2018
			3,600				0			$	73.69				11/06/2008				11/06/2018
			4,576				2,744			$	90.76				10/28/2009				10/28/2019
			6,342				4,228			$	133.00				11/03/2010				11/03/2020
			3,912				5,868			$	149.95				11/02/2011				11/02/2021
			1,849				7,396			$	169.37				10/31/2012				10/31/2022
			0				6,775			$	244.99				11/07/2013				11/07/2023
Marc de la Guéronnière
			13,000				0			$	112.37				01/03/2008				01/03/2018
			19,500				0			$	73.69				11/06/2008				11/06/2018
			12,420				3,105			$	90.76				10/28/2009				10/28/2019
			7,533				5,022			$	133.00				11/03/2010				11/03/2020
			5,090				7,635			$	149.95				11/02/2011				11/02/2021
			2,449				9,796			$	169.37				10/31/2012				10/31/2022
			0				9,225			$	244.99				11/07/2013				11/07/2023
Simon Kirk																							872			$	211,538
			1,284				5,136			$	169.37				10/31/2012				10/31/2022
			0				4,795			$	244.99				11/07/2013				11/07/2023

COMPENSATION DISCUSSION AND ANALYSIS

Option Exercises and Stock Vested in Fiscal 2013

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Net Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Olivier A. Filliol			100,000			$	19,121,873				—			$	—
William P. Donnelly			45,750				8,148,786				—				—
Thomas Caratsch			10,000				1,333,172				—				—
Marc de la Guéronnière			4,950				694,733				—				—
Simon Kirk			—				—				218				48,211

Pension Benefits(1)

Name

Plan Name

Number of Years of Credited Service (#)

Present Value of Accumulated Benefit ($)(2)

Payments During Last Fiscal Year ($)

Olivier A. Filliol

Mettler-Toledo Fonds

15

$

6,360,386

0

William P. Donnelly

n.a.

n.a.

n.a.

n.a.

Thomas Caratsch

Mettler-Toledo Fonds

6

4,391,798

0

Marc de la Guéronnière

ARRCO/AGIRC

12

n.a.

0

Simon Kirk

Mettler-Toledo Fonds

2

842,966

0

COMPENSATION DISCUSSION AND ANALYSIS

Payments Upon Termination or Change in Control

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

The following table reflects payments that would have been made to the named executive officers if they had been terminated on various grounds, assuming that notice of termination was given on December 31, 2013. The actual amounts to be paid out can only be determined at the time of any such executive’s termination of employment. This table does not include information about any contracts, agreements, plans, or arrangements to the extent they do not discriminate in scope, terms, or operation in favor of executive officers and that are available generally to all salaried employees.

Potential Payments Upon Termination or Change in Control(1)

Name		For Cause/Death/ Disability/ Retirement(2)				Not For Cause/For Good Reason/All Other(3)
Olivier A. Filliol
Base Salary			0			$	952,060
Cash Incentive			0				476,030
Pension			0				199,879
Benefits			0				26,531
Total			0				1,654,500
William P. Donnelly
Base Salary			0				395,850
Cash Incentive			0				178,133
Pension			0				0
Benefits			0				10,000
Total			0				583,983
Thomas Caratsch
Base Salary			0				336,626
Cash Incentive			0				151,482
Pension			0				82,978
Benefits			0				17,796
Total			0				588,882
Marc de la Guéronnière
Base Salary			0				282,400
Cash Incentive			0				127,080
Pension			0				58,483
Benefits			0				16,326
Total			0				484,289
Simon Kirk
Base Salary			0				350,539
Cash Incentive			0				157,743
Pension			0				86,406
Benefits			0				21,031
Total			0				615,719

COMPENSATION DISCUSSION AND ANALYSIS

Name		Net Value of Accelerated Unvested Stock Options
Olivier A. Filliol		$	12,650,272
William P. Donnelly			4,805,375
Thomas Caratsch			1,965,115
Marc de la Guéronnière			2,446,363
Simon Kirk			587,596

COMPENSATION COMMITTEE REPORT

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

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

Pursuant to its charter, the Compensation Committee has the sole authority to retain, terminate, obtain advice from, oversee, and compensate its outside advisors, including its compensation consultant. The Company has provided appropriate funding to the Committee to do so. In 2013, the Compensation Committee retained Pearl Meyer & Partners (“PM&P”) as its independent executive compensation consultant. PM&P reports directly to the Compensation Committee, and the Compensation Committee may replace PM&P or hire additional consultants at any time. PM&P attends meetings of the Compensation Committee, as requested, and communicates with the Chair of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of the company’s executive officers.

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

The Compensation Committee reviews the services provided by its outside consultants and believes that PM&P is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review of its relationship with PM&P, and determined that PM&P’s work for the Committee in 2013 did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act, or applicable rules and regulations of the SEC and the NYSE. In making this determination, the Compensation Committee noted that during 2013:

COMPENSATION COMMITTEE REPORT

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

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

Respectfully submitted by the members of the
Compensation Committee:

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

PROPOSAL THREE:
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

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

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

We have a long track record of delivering superior results for our shareholders. In the ten year period ending December 31, 2013, the company’s total return to shareholders has been 475%, compared with 104% for the S&P 500 and 206% for companies in SIC Code 3826 (Laboratory Analytical Instruments). Our executive compensation programs have played a material role in our ability to drive strong financial results and attract and retain a highly qualified team to run the company.

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

The company seeks your advisory vote on our executive compensation programs. Shareholder advisory votes on our executive compensation programs will occur annually. After the 2014 Annual Meeting of Shareholders the next such shareholder advisory vote will occur at the 2015 Annual Meeting of Shareholders. We ask that you support the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying tables and narratives contained in this proxy statement. Because your vote is advisory, it will not be binding on the Board of Directors. However, the board will review the voting results and take such results into consideration when making future decisions regarding executive compensation. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the annual meeting:

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

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

SHARE OWNERSHIP

This table shows how much of the company’s common stock is owned by directors, executive officers and owners of more than 5% of the company’s common stock as of the record date March 10, 2014 (December 31, 2013 in the case of 5% shareholders):

		Shares Beneficially Owned(1)
Name of Beneficial Owner		Number				Percent
5% Shareholders:
FMR LLC			3,196,459				10.8	%
245 Summer Street Boston, MA 02210
BlackRock, Inc.			2,163,723				7.3	%
40 East 52nd Street New York, NY 10022
Columbia Wanger Asset Management			2,036,650				6.8	%
227 West Monroe Street, Suite 3000
Chicago, IL 60606
The Vanguard Group			1,657,771				5.6	%
100 Vanguard Blvd.
Malvern, PA 19355

		Direct				Indirect(2)				Total
		Number												Percent
Directors:
Robert F. Spoerry(3)			370,190				262,510				632,700				2.2	%
Wah-Hui Chu			2,467				22,649				25,116				*
Francis A. Contino(4)			4,762				16,649				21,411				*
Olivier A. Filliol			16,279				646,950				663,229				2.3	%
Michael A. Kelly			1,067				16,649				17,716				*
Martin D. Madaus			1,867				11,949				13,816				*
Hans Ulrich Maerki			6,500				28,649				35,149				*
George M. Milne			4,667				28,649				33,316				*
Thomas P. Salice(5)			148,999				25,682				174,681				*
Named Executive Officers:
Thomas Caratsch			770				66,790				67,560				*
William P. Donnelly(6)			49,931				298,395				348,326				1.2	%
Marc de la Guéronnière			7,450				94,775				102,225				*
Simon Kirk			436				11,869				12,305				*
All Directors and Executive Officers as a Group (17 persons):			633,579				1,633,205				2,266,784				7.7	%

ADDITIONAL INFORMATION

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised of Messrs. Kelly, Maerki, and Salice, none of whom were officers or employees of the company or its subsidiaries or had any relationship requiring disclosure by the company under Item 404 of the Securities and Exchange Commission’s Regulation S-K during 2013. No interlocking relationship exists between the members of Mettler-Toledo’s Board of Directors or the Compensation Committee and the board of directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past.

Section 16(a) Beneficial Ownership Reporting Compliance

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

Availability of Form 10-K and Annual Report to Shareholders

The company’s Annual Report to shareholders for the fiscal year ended December 31, 2013, including financial statements, accompanies this proxy statement. The Annual Report is not to be regarded as proxy soliciting material or as a communication by means of which any solicitation is to be made.

The Annual Report is available on the company’s website at www.mt.com under “About Us/Investor Relations/Annual Report.” Upon written request, the company will furnish, without charge, to each person whose proxy is being solicited a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC. Requests in writing for copies of any such materials should be directed to Investor Relations, Mettler-Toledo International Inc., 1900 Polaris Parkway, Columbus, Ohio 43240-2020, USA, telephone +1 614 438 4748.

Electronic Delivery of Annual Report and Proxy Statement

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

How to Submit Shareholder Proposals

Shareholders may present proposals which may be proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. To be considered, proposals must be submitted on a timely basis. We must receive proposals for next year’s annual meeting no later than November 15, 2014. Proposals and questions related thereto should be submitted in writing to the Secretary of the company. Proposals may be included in the proxy statement for next year’s annual meeting if they comply with certain rules and regulations promulgated by the SEC and in connection with certain procedures described in our by-laws, a copy of which may be obtained from the Secretary of the company. Any proposal submitted outside the processes of these rules and regulations will be considered untimely for the purposes of Rule 14a-4 and Rule 14a-5.

Expenses of Solicitation

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

ADDITIONAL INFORMATION

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 2013 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 2013 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.