Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ]
Check the appropriate box:
[   ]		Preliminary Proxy Statement	[   ]	Soliciting Material Under Rule 14a-12
[   ]		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]		Definitive Proxy Statement
[   ]		Definitive Additional Materials

	Mueller Industries, 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):
[X]		No fee required.
[   ]		Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
		1)		Title of each class of securities to which transaction applies:
		2)		Aggregate number of securities to which transaction applies:
		3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		4)		Proposed maximum aggregate value of transaction:
		5)		Total fee paid:
[   ]		Fee paid previously with preliminary materials:
[   ]		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
		1)		Amount previously paid:
		2)		Form, Schedule or Registration Statement No.:
		3)		Filing Party:
		4)		Date Filed:

 

 

 

 

     The Annual Meeting of Stockholders of Mueller Industries, Inc. (the “Company” or “Mueller”), will be held at the Company’s headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125 on Thursday, May 5, 2011, at 10:00 A.M. local time, for the following purposes:

 

	1.		To elect eight directors, each to serve until the next annual meeting of stockholders (tentatively scheduled for May 3, 2012) or until his successor is elected and qualified;
	2.		To consider and act upon a proposal to approve the appointment of Ernst & Young LLP, independent registered public accountants, as auditors of the Company for the fiscal year ending December 31, 2011;
	3.		To conduct an advisory vote on the compensation of the Company’s named executive officers;
	4.		To conduct an advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers;
	5.		To approve the adoption of the Company’s 2011 Annual Bonus Plan; and
	6.		To consider and transact such other business as may properly be brought before the Annual Meeting and any adjournment(s) thereof.

 

     Only stockholders of record at the close of business on March 8, 2011, will be entitled to notice of and vote at the Annual Meeting or any adjournment(s) thereof. A complete list of stockholders entitled to vote at the Annual Meeting will be prepared and maintained at the Company’s corporate headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125. This list will be available for inspection by stockholders of record during normal business hours for a period of at least 10 days prior to the Annual Meeting.

 

 

Gary C. Wilkerson

Corporate Secretary

 

---

 

SOLICITATION OF PROXIES	1
VOTING SECURITIES	2
PRINCIPAL STOCKHOLDERS	3
ELECTION OF DIRECTORS	4
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE
OFFICERS AND INFORMATION ABOUT DIRECTOR NOMINEES	5
Meetings and Committees of the Board of Directors	10
CORPORATE GOVERNANCE	13
Director Independence	13
Independent Directors	14
Audit Committee	15
Compensation Committee	16
Nominating and Corporate Governance Committee	16
Compensation Committee Interlocks and Insider Participation	18
Corporate Governance Guidelines	19
Code of Business Conduct and Ethics	19
Policies and Procedures for Approval of Related Party Transactions	19
Directors’ Attendance at Annual Meetings of Stockholders	20
Communication With the Board of Directors	20
COMPENSATION DISCUSSION AND ANALYSIS	21
SUMMARY COMPENSATION TABLE FOR 2010	32
2010 GRANTS OF PLAN BASED AWARDS TABLE	33
OUTSTANDING EQUITY AWARDS AT FISCAL 2010 YEAR-END	34
2010 OPTION EXERCISES AND STOCK VESTED	36
POTENTIAL PAYMENTS UNDER EMPLOYMENT AND CONSULTING
AGREEMENTS AS OF THE END OF 2010	40
2010 DIRECTOR COMPENSATION	41
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	42
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS ON EXECUTIVE COMPENSATION	44
EQUITY COMPENSATION PLAN INFORMATION	45
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	45
APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED
EXECUTIVE OFFICERS	47
STOCKHOLDER VOTE ON THE FREQUENCY OF THE STOCKHOLDER VOTE
ON NAMED EXECUTIVE OFFICER COMPENSATION	48
PROPOSAL TO ADOPT THE MUELLER INDUSTRIES, INC. 2011 ANNUAL
BONUS PLAN	49
STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER
PROPOSALS FOR 2012 ANNUAL MEETING	53
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING	54
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING	54
OTHER INFORMATION	54
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS	55
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	56

---

 

 

 

 

     The accompanying proxy is solicited by the Board of Directors of Mueller Industries, Inc., a Delaware corporation (the “Company”), for use at the annual meeting of stockholders (the “Annual Meeting”) to be held at the Company’s headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125, on Thursday, May 5, 2011, at 10:00 A.M. local time, or at any adjournment(s) thereof.

 

 

 

 

---

 

     The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies by telephone or otherwise. The Company will reimburse brokers or other persons holding stock in their names or in the names of their nominees for their charges and expenses in forwarding proxies and proxy material to the beneficial owners of such stock.

 

 

 

 

---

 

 

		Shares Beneficially
Name and Address of Beneficial Owner		Owned		Percent of Class
Franklin Resources, Inc.		2,934,500(1)		7.80%(2)
One Franklin Parkway
San Mateo, CA 94403-1906
BlackRock, Inc.		3,004,067(3)		7.94%(2)
40 East 52nd Street
New York, NY 10022
Wells Fargo & Company		2,204,078(4)		5.83%(2)
420 Montgomery Street
San Francisco, CA 94104

____________________
 

(1)		This information is based on a Schedule 13G/A filed by Franklin Resources, Inc. (“FRI”) with the Securities and Exchange Commission on February 9, 2011. In the Schedule 13G/A, FRI reported that, with respect to the Company’s Common Stock, the shares shown in the table above were beneficially owned by one or more open or closed-end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries of FRI. The Schedule 13G/A reported that the investment management subsidiaries of FRI have investment and/or voting power over the securities owned by their investment management clients. Accordingly, such subsidiaries may be deemed to be the beneficial owner of the shares shown in the table. The Schedule 13G/A reported that Charles B. Johnson and Rupert H. Johnson, Jr. (the “FRI Principal Stockholders”) (each of whom has the same business address as FRI) each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI and may be deemed to be the beneficial owners of securities held by persons and entities for whom or for which the investment management subsidiaries of FRI provide investment management services. The Schedule 13G/A reported that one of the investment management subsidiaries, Franklin Advisory Services, LLC (whose address is One Parker Plaza, 9th Floor, Fort Lee, New Jersey 07024), has sole voting and dispositive power with respect to 2,848,900 and 2,924,500, respectively, of the shares shown. FRI, the FRI Principal Stockholders and the investment management subsidiaries of FRI disclaim any pecuniary interest or beneficial ownership in the shares shown in the table above and indicate that they are of the view that they are not acting as a “group” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(2)		The percent of class shown was based on the shares of Common Stock reported on the Schedule 13G/A and the total number of shares outstanding as of December 25, 2010. The difference in the total number of shares outstanding on December 25, 2010 and March 8, 2011 does not materially affect the percentage of ownership of the class.

 

 

---

(3)		This information is based on a Schedule 13G/A filed by BlackRock, Inc. with the Securities and Exchange Commission on February 7, 2011. Blackrock Inc. filed this Schedule 13G/A on its own behalf and on behalf of its subsidiaries, BlackRock Japan Co. Ltd; BlackRock Institutional Trust Company, N.A; BlackRock Fund Advisors; BlackRock Asset Management Australia Limited; BlackRock Advisors, LLC; BlackRock Investment Management, LLC; BlackRock Asset Management Ireland Limited; and BlackRock International Limited.
(4)		This information is based on a Schedule 13G/A filed by Wells Fargo & Company with the Securities and Exchange Commission on January 20, 2011. Wells Fargo & Company filed this Schedule 13G/A on its own behalf and on behalf of its subsidiaries, Wells Capital Management Incorporated; Wells Fargo Funds Management, LLC; Wells Fargo Bank, N.A.; and Wells Fargo Advisors, LLC.

 

 

 

 

 

---

 

 

		Common Stock
		Beneficially
		Owned as of				Percent of
Principal Occupation, Employment, etc.		March 8, 2011				Class
Alexander P. Federbush			13,000			*
Vice Chairman of the Board of Directors since January 1, 2011;
Director of the Company since February 17, 2005; age 68 (1)
Paul J. Flaherty			8,000			*
Director of the Company since August 2, 2007; age 71 (2)
Gennaro J. Fulvio			21,000			*
Director of the Company since May 9, 2002; age 54 (3)
Gary S. Gladstein			36,736			*
Director of the Company since July 1, 2000; Senior Consultant
for Soros Fund Management, LLC and IRSA Inversiones Y
Representaciones S.A.; age 66 (4)
Scott J. Goldman			6,000			*
Director of the Company since January 1, 2008; age 58 (5)
Terry Hermanson			11,000			*
Director of the Company since February 13, 2003; age 68 (6)

 

---

		Common Stock
		Beneficially
		Owned as of				Percent of
Principal Occupation, Employment, etc.		March 8, 2011				Class
Harvey L. Karp			241,886			*
Chairman of the Board of Directors since October 8, 1991;
Director since August 1991; age 83 (7)
Gregory L. Christopher			311,635			*
Chief Executive Officer of the Company since October 30, 2008;
Director of the Company since October 28, 2010; age 49 (8)
Richard W. Corman			52,673			*
Vice President-Controller of the Company since October 28, 2004;
age 54 (9)
John B. Hansen			43,158			*
President, Plumbing Business of the Company since January 1, 2010;
age 64 (10)
Roy C. Harris			57,660			*
Vice President and Chief Information Officer of the Company since
December 19, 2006; age 68 (11)
Jeffrey A. Martin			23,261			*
Vice President - Corporate Development since January 11, 2011;
age 44 (12)
Kent A. McKee			309,113			*
Executive Vice President of the Company since October 13, 2005;
Chief Financial Officer of the Company since April 1, 1999; age 50 (13)
James H. Rourke			123,945			*
President, Industrial Business of the Company since
December 27, 2003; age 62 (14)
Gary C. Wilkerson			65,000			*
Vice President, General Counsel and Secretary of the Company since
May 2, 2005; age 64 (15)
Executive Officers and Directors as a Group			1,324,067			3.43%**

____________________

 

*		Less than 1%
**		Includes 760,373 shares of Common Stock which are subject to currently exercisable stock options and 114,700 shares of non-vested restricted stock held by executive officers and directors of the Company.

 

---

(1)		Mr. Federbush served as the President of the Queens West Development Corp., a subsidiary of the Empire State Development Corporation, a public-benefit corporation that is a joint venture among New York State, New York City and the Port Authority of New York and New Jersey, for more than the past five years until his departure from the corporation on December 31, 2007. Mr. Federbush has served as a director of Varick Realty Corp. since 1970, including as Chairman since 1976. Mr. Federbush was nominated to serve as a director of the Company because he has extensive experience guiding complex organizations, both in commercial real estate and manufacturing and distribution. The number of shares of Common Stock beneficially owned by Mr. Federbush includes (i) 2,000 shares of Common Stock owned by Mr. Federbush’s spouse, (ii) 1,000 shares of Common Stock owned by a corporation in which Mr. Federbush is an officer and (iii) 10,000 shares of Common Stock which are subject to currently exercisable stock options.
(2)		Mr. Flaherty has been a member of the Advisory Board of Aon Risk Services, Inc., a subsidiary of Aon Corporation (“Aon”), the global insurance and risk management firm, since 2001. Prior to his tenure with Aon, Mr. Flaherty was associated with Burson-Marsteller-WPP, a global public affairs and public relations firm. Mr. Flaherty was nominated to serve as a director of the Company because of his years of experience counseling boards and senior management. In addition, his experience in insurance and risk management enable him to assist the Board of Directors in performing its risk oversight function. The number of shares of Common Stock beneficially owned by Mr. Flaherty includes 6,000 shares of Common Stock which are subject to currently exercisable stock options.
(3)		Mr. Fulvio has been a member of Fulvio & Associates, LLP, Certified Public Accountants, since 1987. Mr. Fulvio was nominated to serve as a director of the Company because of his strength in the area of accounting, his knowledge of and experience with tax matters, and his financial acumen. The number of shares of Common Stock beneficially owned by Mr. Fulvio includes (i) 10,000 shares of Common Stock which are subject to currently exercisable stock options, and (ii) 11,000 shares of Common Stock which are owned by Mr. Fulvio’s spouse.
(4)		Mr. Gladstein previously served as a director of the Company from 1990 to 1994. Mr. Gladstein is currently an independent investor and consultant. From the beginning of 2000 to August 31, 2004, Mr. Gladstein was a Senior Consultant at Soros Fund Management. He was Chief Operating Officer at Soros Fund Management from 1985 until his retirement at the end of 1999. Mr. Gladstein also served as a director of Jos. A. Bank Clothiers until June, 2010. Mr. Gladstein was nominated to serve as a director of the Company because of his financial and accounting expertise and his years of experience providing strategic advisory services to complex organizations. In addition, having been a member of the compensation, audit and other committees of public company boards, Mr. Gladstein is familiar with a full range of corporate and board functions. The number of shares of Common Stock beneficially owned by Mr. Gladstein includes 10,000 shares of Common Stock which are subject to currently exercisable stock options.

 

---

(5)		Mr. Goldman has served as the co-founder and Chief Executive Officer of TextPower, Inc., which creates business solutions by using a proprietary library of vertical market text messaging software, since February 17, 2009. From 1987 to February 17, 2009, Mr. Goldman served as founder and principal of the Goldman Group, a company that works with Fortune 500 companies in developing and operating wireless systems. Mr. Goldman was nominated to serve as a director of the Company because of his extensive experience with global companies and strategic planning, as well as his expertise in the technology field. The number of shares of Common Stock beneficially owned by Mr. Goldman includes 6,000 shares of Common Stock which are subject to currently exercisable stock options.
(6)		Mr. Hermanson has been the principal and President of Mr. Christmas, Inc., a wholesale merchandising company, for more than the last five years. Mr. Hermanson was nominated to serve as a director of the Company because he has extensive experience in management, strategic planning, as well as a thorough knowledge of wholesale merchandising and international business issues. The number of shares of Common Stock beneficially owned by Mr. Hermanson includes 10,000 shares of Common Stock which are subject to currently exercisable stock options.
(7)		Mr. Karp has served on boards of four New York Stock Exchange companies and many other corporations over the past fifty years. Mr. Karp’s corporate experience includes: management at the highest level; corporate finance; acquisitions; mergers; corporate organization and governance; shareholder and investor relations; and investments.
(8)		Mr. Christopher served as (i) Chief Operating Officer from October 25, 2007 until October 30, 2008, (ii) President of the Standard Products Division from October 13, 2005 until October 25, 2007, and (iii) Vice President of Sales-Standard Products Division of the Company for more than five years prior to October 13, 2005. The number of shares of Common Stock beneficially owned by Mr. Christopher includes (i) 210,953 shares of Common Stock which are subject to currently exercisable stock options, (ii) 46,200 shares of non-vested restricted stock, (iii) 900 shares of Common Stock owned jointly between Mr. Christopher and his spouse and (iv) 2,100 shares of Common Stock which are owned by Mr. Christopher’s children.
(9)		Mr. Corman served as the Company’s Corporate Controller for more than five years prior to October 28, 2004. The number of shares of Common Stock beneficially owned by Mr. Corman includes 39,583 shares of Common Stock which are subject to currently exercisable stock options.
(10)		Mr. Hansen served as (i) President-Manufacturing Operations from May 18, 2009 until January 1, 2011 (ii) Senior Vice President-Strategy and Industry Relations from February 18, 2008 to May 18, 2009, (iii) as Vice President-Administration and Operations, Standard Products Division from October 24, 2005 to February 18, 2008, (iv) as Vice President-Marketing and Product Line Strategy, Standard Products Division from February 24, 2003 to October 24, 2005, and prior thereto as Vice President-Marketing, Standard Products Division. The number of shares of Common Stock beneficially owned by Mr. Hansen includes (i) 25,181 shares of Common Stock which are subject to currently exercisable stock options, (ii) 2,706 shares of Common Stock owned jointly between Mr. Hansen and his spouse, and (iii) 13,500 shares of non-vested restricted stock.

 

---

(11)		Mr. Harris served (i) as Vice President and Chief Information Officer of the Standard Products Division of the Company from October 13, 2005 until December 19, 2006, (ii) as Vice President and Chief Information Officer of the Company from July 5, 2000 until October 13, 2005, (iii) as Division Manager of the Company’s Standard Products Division from May 1, 1997 through July 5, 2000 and (iv) as Controller, Standard Products Division, from December 1995 to May 1, 1997. The number of shares of Common Stock beneficially owned by Mr. Harris includes (i) 44,668 shares of Common Stock which are subject to currently exercisable stock options and (ii) 3,000 shares of non-vested restricted stock.
(12)		Mr. Martin served (i) as Vice President-Finance & Corporate Development from August 1, 2008 to January 11, 2011, (ii) as Vice President-Operations, Standard Products Division of the Company from November 20, 2006 to August 1, 2008, (iii) as Vice President-Finance of the Company from October 28, 2004 to November 20, 2006, (iv) as Director of Corporate Finance of the Company from January 1, 2002 to October 28, 2004, (v) as Manager of Corporate Finance of the Company from January 1, 2001 to December 31, 2001, (vi) as Manager of Corporate Accounting of the Company from January 15, 1996 to December 31, 2000 and (vii) as a Manager and other positions in audit services with PricewaterhouseCoopers LLP, a public accounting firm, from September 1989 to January 1996. The number of shares of Common Stock beneficially owned by Mr. Martin includes 22,758 shares of Common Stock which are subject to currently exercisable stock options.
(13)		Mr. McKee served (i) as Vice President of the Company from February 11, 1999 until October 13, 2005, (ii) as Vice President-Business Development/Investor Relations of the Company from December 14, 1995 to February 11, 1999, (iii) as Treasurer of the Company from November 8, 1991 to December 14, 1995 and (iv) as Assistant Secretary of the Company from August 28, 1991 to December 14, 1995. The number of shares of Common Stock beneficially owned by Mr. McKee includes (i) 227,230 shares of Common Stock which are subject to currently exercisable stock options, and (ii) 28,000 shares of non-vested restricted stock.
(14)		Mr. Rourke served (i) as Vice President-Industrial Products Division of the Company from December 14, 1995 to December 27, 2003, (ii) as Vice President and General Manager-Industrial Products Division of the Company from November 4, 1993 to December 14, 1995 and (iii) prior thereto as Vice President and General Manager, Industrial Products, for Mueller Brass Co. in Port Huron, Michigan. The number of shares of Common Stock beneficially owned by Mr. Rourke includes (i) 77,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 20,000 shares of non-vested restricted stock and (iii) 13,472 shares of Common Stock which are owned by Mr. Rourke’s spouse.
(15)		Mr. Wilkerson served (i) as Of Counsel to the Memphis law firm of Pietrangelo Cook, LLP from April 2002 to May 2005 and (ii) as Vice President and General Counsel for Louisiana-Pacific Corporation from 1997 to January 2002. The number of shares of Common Stock beneficially owned by Mr. Wilkerson includes (i) 61,000 shares of Common Stock which are subject to currently exercisable stock options and (ii) 4,000 shares of non-vested restricted stock.

 

---

 

     During 2010, the Board of Directors held five meetings. The Board of Directors established a standing Audit Committee and a Compensation Committee at its organizational meeting on February 13, 1991. On May 13, 1991, the Board of Directors created two committees (the “Plan Committees”) to be responsible for administering the Company’s 1991 Employee Stock Purchase Plan and the Company’s 1991 Incentive Stock Option Plan. On November 16, 1993, the Board of Directors established a standing Nominating Committee. On May 12, 1994, the Board of Directors created two committees to be responsible for administering the Company’s 1994 Stock Option Plan and the Company’s 1994 Non-Employee Director Stock Option Plan, on February 12, 1998 created a committee to be responsible for administering the Company’s 1998 Stock Option Plan and on February 12, 2002 created a committee to be responsible for administering the Company’s 2002 Stock Option Plan (collectively, the “Option Plan Committees”). On February 12, 2004, the Board of Directors changed the name of the Nominating Committee to the Nominating and Corporate Governance Committee. During 2010, no director attended fewer than 75% of the total number of meetings of the Board and all committees on which he served.

 

 

 

 

     The Compensation Committee is currently composed of three directors who are not officers or employees of the Company: Terry Hermanson (Chairman), Paul J. Flaherty and Gennaro J. Fulvio. Each member of the Compensation Committee has been determined by the Board of Directors to meet the NYSE’s standards for independence. These same directors also serve as members of the Plan Committee and the Option Plan Committees. The Compensation Committee (i) provides assistance to the Board of Directors in discharging the Board of Directors’ responsibilities relating to management organization, performance, compensation and succession and (ii) makes such recommendations to the Board of Directors as it deems appropriate. During fiscal year 2010, the Compensation Committee and the Option Plan Committee held nine formal meetings.

 

 

 

 

 

     The services that the Chairman provides the Company include, among others, (i) setting strategic direction, (ii) providing advice and counsel to management including the Chief Executive Officer, Chief Financial Officer, and General Counsel, (iii) participating in management meetings, (iv) meeting with major customers, (v) meeting with management and principals of businesses subject to possible business combinations, (vi) monitoring financial and legal matters, and (vii) overseeing and coordinating activities of the Board of Directors.

 

 

 

 

 

     The Company operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance. In July 2002, Congress passed the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) which, among other things, established, or provided the basis for, a number of new corporate governance standards and disclosure requirements. In addition, following the passage of Sarbanes-Oxley, the NYSE adopted changes to its corporate governance and listing requirements.

 

 

 

 

 

     The Board of Directors, in applying the above-referenced standards and after considering all of the relevant facts and circumstances, has affirmatively determined that the Company’s current “independent” directors are: Alexander P. Federbush, Paul J. Flaherty, Gennaro J. Fulvio, Gary S. Gladstein, Scott J. Goldman and Terry Hermanson. In the course of the Board of Director’s determination regarding the independence of each non-management director, the Board considered for:

 

 

 

assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business interests.

     The Nominating and Corporate Governance Committee does not consider individuals nominated by stockholders for election to the Board. The Board believes that this is an appropriate policy because the Company’s Bylaws allow a qualifying stockholder to nominate an individual to the Board. In order for a qualifying stockholder to nominate an individual to the Board, written notice of such stockholder’s intent to make such nomination must be received by the Secretary of the Company at the Company’s principal place of business (8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125) not less than 60 days and not more than (i) with respect to an election to be held at an annual meeting of stockholders, 90 days prior to the anniversary date of the immediately preceding annual meeting (unless the annual meeting date is advanced by more than thirty days or delayed by more than sixty days, in which case different deadlines apply) and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than 90 days prior to the special meeting and not later than the later of (a) 60 days prior to such special meeting or (b) the tenth day following the day on which public announcement is first made of the date of the special meeting, provided that in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Company at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary of

 

 

 

 

     During fiscal year 2010, Alexander P. Federbush, Paul J. Flaherty and Gary S. Gladstein served on the Compensation Committee. No member of the Compensation Committee was, during fiscal year 2010, an officer or employee of the Company or was formerly an officer of the Company, except that Gary S. Gladstein served as Chief Financial Officer of the Company from December 28, 1990 to February 13, 1991. In addition, no member of the Compensation Committee, during fiscal year 2010, had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of the Company’s directors served as an executive officer at any time during fiscal year 2010.

 

 

 

     Related party transactions may present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. Management carefully reviews all proposed related party transactions (if any), other than routine

 

 

 

 

     It is the policy of the Company’s Board of Directors to expect that all directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance with the Chairman of the Board. All members of the Board of Directors attended the Company’s 2010 Annual Meeting of Stockholders.

 

 

 

 

 

 

     This Compensation Discussion and Analysis provides an overview of how our named executive officers were compensated in 2010, as well as how this compensation furthers our established compensation philosophy and objectives.

 

 

 

 

 

 

 

     Compensation for our Chairman of the Board and Chief Executive Officer is determined by our Compensation Committee. Compensation decisions for our other named executive officers are made by our Compensation Committee based on the joint recommendations of our Chairman of the Board and Chief Executive Officer. Our Compensation Committee meets at least annually to determine the adjustments, if any, which will be made to all elements of compensation, including base salary, annual incentive compensation, and long-term equity awards.

 

 

 

 

 

     In 2010, Mr. Christopher’s compensation was determined based on his successful management of the day-to-day activities of the Company and its subsidiaries, including but not limited to cost containment, manufacturing, purchasing, sales, marketing, distribution, finance, legal, and trade association activities. His incentive compensation was determined by the Company meeting specific adjusted consolidated operating income goals for the Company, as discussed below under the heading under the heading “Annual Incentive Compensation.”

 

 

 

 

 

 

     The targets for annual incentive compensation are generally determined by the Compensation Committee in December or January for the upcoming year. Various factors are considered when determining the specific targets including estimated actual results for the fiscal year being concluded, the plan for the upcoming year, economic conditions then currently prevailing as well as expected in the upcoming year, among others.

 

 

 

 

 

 

     Base salary adjustments are determined by making reasoned subjective determinations about current economic conditions such as general wage inflation as well as the executive’s qualifications, experience, responsibilities, and past performance. For 2010, base salary increases ranged from 3% to 15% for our named executive officers, excluding Mr. Karp, whose salary has remained unchanged since 2006. These adjustments were effective as of May 24, 2010.

 

 

 

 

 

 

 

     In 2010, in addition to receiving annual incentive compensation, Messrs. McKee and Wilkerson received discretionary incentive compensation awards of $34,000 and $15,000, respectively. Mr. McKee’s discretionary award was paid in recognition of his outstanding service and leadership, and Mr. Wilkerson’s discretionary award was paid in recognition of his contributions to managing the Company’s legal department and the legal issues facing the Company.

 

 

 

 

 

 

     Restricted Stock Awards Granted in 2010. As with stock options, in determining which named executive officers should receive restricted stock awards during 2010, and the size of these awards, our Compensation Committee made reasoned subjective determinations based upon the performance of the named executive officers, the importance of retaining their services, and their role in helping us attain our long-term goals. There was no set formula for the granting of awards to individual named executive officers. During fiscal year 2010, the named executive officers received restricted stock grants covering an aggregate of 51,200 shares.

 

 

 

 

 

 

 

 

 

 

 

     Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to each of our Chief Executive Officer and our next four most highly paid executive officers. Qualifying “performance-based compensation” is not subject to this deduction limitation if certain requirements are met. In May 2009, our stockholders at our Annual Meeting of Stockholders approved the 2009 Stock Incentive Plan. Compensation paid under this plan will qualify as performance-based compensation and thus will be fully deductible by us. Although the base salary compensation paid to Mr. Karp exceeds $1,000,000 and the amount in excess thereof is not deductible by us for tax purposes, we believe that the impact of this is immaterial and necessary to adequately compensate Mr. Karp in light of past and continuing contributions to the Company’s performance. We periodically review the potential consequences of Section 162(m) with respect to compensatory elements. In the future we may authorize other compensation payments to our named executive officers that do not comply with the exemptions in Section 162(m) if we judge that such payments are appropriate and in the best interests of the stockholders, after taking

 

 

 

 

 

 

 

 

																Non-Equity
										Stock			Option			Incentive Plan					All Other
		Year		Salary			Bonus			Awards			Awards			Compensation					Compensation						Total
Name and Principal Position (a)		(b)		($)(c)			($)(d)			($)(e)(1)			($)(f)(1)			($)(g)					($)(i)						($)(j)
Harvey L. Karp		2010		$	1,500,000			—			—			—			$	2,500,000				$	15,021	(2)			$	4,015,021
Chairman of the Board		2009		$	1,500,000			—			—			—			$	598,600				$	21,538				$	2,120,138
		2008		$	1,500,000			—			—			—			$	1,750,000				$	49,501				$	3,299,501
Gregory L. Christopher		2010		$	651,923			—		$	570,720		$	238,650			$	1,245,173				$	50,380	(3)			$	2,756,846
Chief Executive Officer		2009		$	600,000			—		$	606,250		$	191,400				—				$	60,826				$	1,458,476
and Director		2008		$	445,000		$	250,000			—		$	448,560			$	322,625				$	49,130				$	1,515,315
Kent A. McKee		2010		$	377,308		$	34,000		$	344,400		$	159,100			$	720,658				$	19,420	(4)			$	1,654,886
Executive Vice President and		2009		$	360,000			—		$	363,750		$	153,120				—				$	19,277				$	896,147
Chief Financial Officer		2008		$	300,000		$	157,500			—		$	261,660			$	217,500				$	16,684				$	953,344
James H. Rourke		2010		$	269,587			—		$	246,000			—			$	490,648				$	18,622	(5)			$	1,024,857
President, Industrial Business		2009		$	265,000			—		$	242,500		$	114,840			$	76,850				$	11,906				$	711,096
		2008		$	250,000			—			—		$	224,280			$	396,875				$	13,688				$	884,843
Gary C. Wilkerson		2010		$	244,143		$	15,000		$	98,400		$	159,100			$	274,661				$	10,092	(6)			$	801,396
Vice President, General
Counsel and Secretary

(1)		These columns represent the aggregate grant date fair value of awards granted to our named executive officers in 2010, determined under Financial Accounting Standards Board Accounting Standards Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 12 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 25, 2010. The amounts above reflect the Company’s aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers.
(2)		Includes perquisites consisting of a car allowance and a club membership.
(3)		Includes personal use of the Company’s aircraft (valued at $10,041, representing the incremental cost incurred by the Company to operate the aircraft), an income tax gross-up and other perquisites consisting of a matching contribution to the Company’s 401(k) Plan, club membership, reimbursement for Mr. Christopher’s spouse’s travel to Company functions, restricted stock dividends and personal tax and estate planning.
(4)		Includes other perquisites consisting of a matching contribution to the Company’s 401(k) Plan, club membership, personal tax and estate planning, and restricted stock dividends.
(5)		Includes an income tax gross-up and other perquisites consisting of a matching contribution to the Company’s 401(k) Plan, reimbursement for Mr. Rourke’s spouse’s travel to Company functions, and personal tax and estate planning.
(6)		Includes an income tax gross-up and other perquisites consisting of a matching contribution to the Company’s 401(k) Plan, and reimbursement for Mr. Wilkerson’s spouse’s travel to Company functions.

 

 

 

																All Other				All Other
				Estimated Possible Payouts												Stock				Option
				Under Non-Equity Incentive												Awards:				Awards:
				Plan Awards (1)												Number of				Number of				Exercise or
																Shares of				Securities				Base Price					Closing					Grant Date
																Stock or				Underlying				of Option					Price of					Fair Value
		Grant		Threshold												Units				Options				Awards					Stock on					of Stock
		Date		($)					Target				Maximum			(#)				(#)				($/Sh)					Grant Date					and Option
Name (a)		(b)		(c)					($)(d)				($)(e)			(i)(3)				(j)(4)				(k)					($/Sh)					Awards ($)
Harvey L. Karp		—			N/A	(2)				N/A	(2)		$	2,500,000			—				—					—					—					—
Gregory L.
Christopher		—			N/A	(2)			$	651,293			$	1,303,846			—				—					—					—					—
		7/23/2010			—					—				—			23,200				—					—				$	24.60				$	570,720
		7/23/2010			—					—				—			—				30,000				$	24.48					—				$	238,650
Kent A. McKee		—			N/A	(2)			$	377,308			$	754,616			—				—					—					—					—
		7/23/2010			—					—				—			14,000				—					—				$	24.60				$	344,400
		7/23/2010			—					—				—			—				20,000				$	24.48					—				$	159,100
James H. Rourke		—			N/A	(2)			$	269,587			$	539,174			—				—					—					—					—
		7/23/2010			—					—				—			10,000				—					—				$	24.60				$	246,000
Gary C. Wilkerson		—			N/A	(2)			$	183,107			$	274,660							—					—					—					—
		7/23/2010			—					—				—			4,000				—					—				$	24.60				$	98,400
		7/23/2010			—					—				—			—				20,000				$	24.48					—				$	159,100

(1)

Mr. Karp received a cash incentive award based on achieving EBITDA, subject to certain adjustments, within the targeted range of $77 million to $142 million. Mr. Christopher, Mr. McKee, and Mr. Wilkerson received cash incentive awards based upon exceeding the consolidated operating income target of $77 million. Mr. Rourke received a cash incentive award based upon the Industrial Products Division exceeding its operating income target of $38.3 million. See our discussion under the heading “Compensation Discussion and Analysis-Annual Incentive Compensation” above for a more thorough discussion.

 

(2)		Because of the nature of the formulas used for determining annual incentive compensation, there are no threshold amounts. There is also no target amount for Mr. Karp’s annual incentive compensation.
(3)		Shares of restricted stock will vest either (i) 20% per year on each of the first five anniversaries of the date of grant or (ii) 50% on each of the second and third anniversaries of the date of grant.
(4)		The per share exercise price of the options was set at the fair market value of the Company’s Common Stock on the grant date, which under the terms of the 2002 Stock Option Plan is the mean between the highest and lowest sales prices of the Common Stock reported on the NYSE on the date immediately prior to the grant date. The options will vest and become exercisable at the rate of 20% of the underlying Common Stock per year on each of the first five anniversaries of the grant date and will expire on the tenth anniversary of the grant date.

 

				Option Awards (1)															Stock Awards (2)
				Number of				Number of											Number of
				Securities				Securities											Shares or				Market Value
				Underlying				Underlying											Units of				of Shares or
				Unexercised				Unexercised				Option							Stock				Units of Stock
				Options				Options				Exercise							That Have				That Have
				(#)				(#)				Price					Option		Not Vested				Not Vested
				Exercisable				Unexercisable				($)					Expiration		(#)				($)
Name (a)		Grant Date		(b)				(c)				(e)					Date (f)		(g)				(h)
Harvey L. Karp		—			—				—					—			—			—					—
Gregory L. Christopher		11/06/2001			5,819				—				$	18.70			11/06/2011			—					—
		02/13/2002			15,561				—				$	20.40			02/13/2012			—					—
		02/10/2003			19,451				—				$	16.62			02/10/2013			—					—
		02/10/2004			31,122				—				$	20.72			02/10/2014			—					—
		02/23/2005			20,000				—				$	31.22			02/23/2015			—					—
		12/28/2005			36,000				9,000				$	28.04			12/28/2015			—					—
		07/28/2006			24,000				6,000				$	35.05			07/28/2016			—					—
		07/27/2007			21,000				14,000				$	36.91			07/27/2017			—					—
		07/25/2008			24,000				36,000				$	26.49			07/25/2018			—					—
		07/30/2009			5,000				20,000				$	23.83			07/30/2019			23,000				$	759,920
		07/23/2010			—				30,000				$	24.48			07/23/2020			23,200				$	766,528

 

				Option Awards (1)															Stock Awards (2)
				Number of				Number of											Number of
				Securities				Securities											Shares or				Market Value
				Underlying				Underlying											Units of				of Shares or
				Unexercised				Unexercised				Option							Stock				Units of Stock
				Options				Options				Exercise							That Have				That Have
				(#)				(#)				Price					Option		Not Vested				Not Vested
				Exercisable				Unexercisable				($)					Expiration		(#)				($)
Name (a)		Grant Date		(b)				(c)				(e)					Date (f)		(g)				(h)
Kent A. McKee		11/06/2001			11,755				—				$	18.70			11/06/2011			—					—
		02/13/2002			19,451				—				$	20.40			02/13/2012			—					—
		02/10/2003			31,122				—				$	16.62			02/10/2013			—					—
		02/10/2004			38,902				—				$	20.72			02/10/2014			—					—
		02/23/2005			25,000				—				$	31.22			02/23/2015			—					—
		12/28/2005			36,000				9,000				$	28.04			12/28/2015			—					—
		07/28/2006			20,000				5,000				$	35.05			07/28/2016			—					—
		07/27/2007			18,000				12,000				$	36.91			07/27/2017			—					—
		07/25/2008			14,000				21,000				$	26.49			07/25/2018			—					—
		07/30/2009			4,000				16,000				$	23.83			07/30/2019			14,000				$	462,560
		07/23/2010			—				20,000				$	24.48			07/23/2020			14,000				$	462,560
James H. Rourke		02/23/2005			20,000				—				$	31.22			02/23/2015			—					—
		07/28/2006			24,000				6,000				$	35.05			07/28/2016			—					—
		07/27/2007			18,000				12,000				$	36.91			07/27/2017			—					—
		07/25/2008			12,000				18,000				$	26.49			07/25/2018			—					—
		07/30/2009			3,000				12,000				$	23.83			07/30/2019			10,000				$	330,400
		07/23/2010			—				—					—			—			10,000				$	330,400
Gary L. Wilkerson		05/05/2005			15,000				—				$	26.52			05/05/2015			—					—
		07/28/2006			20,000				5,000				$	35.05			07/28/2016			—					—
		07/27/2007			12,000				8,000				$	36.91			07/27/2017			—					—
		07/25/2008			10,000				15,000				$	26.49			07/25/2018			—					—
		07/30/2009			4,000				16,000				$	23.83			07/30/2019			—					—
		07/23/2010			—				20,000				$	24.48			07/23/2020			4,000				$	132,160

(1)		The options reflected will vest and become exercisable at the rate of 20% of the underlying Common Stock per year on each of the first five anniversaries of the grant date and will expire on the tenth anniversary of the grant date.
(2)		Shares of restricted stock will vest either (i) 20% per year on each of the first five anniversaries of the date of grant or (ii) 50% on each of the second and third anniversaries of the date of grant.

 

 

		Option Awards									Stock Awards
		Number of				Value					Number of				Value
		Shares Acquired				Realized					Shares Acquired				Realized
		on Exercise				on Exercise					on Vesting				on Vesting
Name (a)		(#)(b)				($)(c)					(#)(d)				($)(e)
Harvey L. Karp			—					—				—					—
Gregory L. Christopher			9,741				$	108,903				2,000				$	49,180
Kent A. McKee			9,783				$	136,734				1,000				$	24,590
James H. Rourke			63,802				$	691,043				—					—
Gary L. Wilkerson			—					—				—					—

 

 

     Harvey L. Karp

 

 

 

 

 

     Mr. Karp may resign voluntarily without good reason upon appropriate written notice. In such event, Mr. Karp will be entitled to receive any accrued but unpaid base salary and, at the Company’s discretion, a bonus or incentive for the calendar year in which his resignation without good reason occurs. The Company may terminate Mr. Karp’s employment for cause upon appropriate written notice. In addition, if Mr. Karp’s employment is terminated for cause or if Mr. Karp voluntarily resigns for any reason other than good reason, his right to receive his base salary, incentive compensation and any other compensation and benefits to which he would otherwise be entitled under the agreement shall be forfeited as of the date of termination. Mr. Karp may resign his employment for any reason following a change in control. In such event, the Company will pay to Mr. Karp a lump sum amount equal to (i) his then-current base salary multiplied by the number of full and partial years remaining in the term of employment and (ii) his average annual incentive compensation for the three calendar years immediately preceding the date of termination multiplied by the number of full and partial years remaining in the term of employment. In addition, all outstanding unvested equity awards then held by Mr. Karp shall become immediately exercisable. In the event that any payment becomes subject to the excise tax imposed by the “golden parachute” regulations under the Internal Revenue Code, Mr. Karp is entitled to a gross-up payment from the Company to cover such taxes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

		Termination Without Cause or for Good Reason																				Termination Following a Change in Control
									Accelerated																				Accelerated
									Vesting																				Vesting
		Salary &							of Stock					Consulting								Salary &							of Stock					Consulting
		Bonus			Benefits				Options					Agreement								Bonus			Benefits				Options					Agreement			Gross Up
		($)(1)			($)				($)(4)					($)(5)					Total ($)			($)(1)			($)				($)(4)					($)(5)			($)(6)
Name (a)		(b)			(c)				(d)					(e)					(f)			(g)			(h)				(i)					(j)			(k)			Total ($) (l)
Harvey L.        Karp		$	3,116,200		$	32,345	(2)				—				$	6,666,667			$	9,815,212		$	3,116,200		$	32,345	(2)				—			$	6,666,667			—		$	9,815,212
Gregory L.
Christopher		$	3,887,798		$	305,174	(3)			$	722,080					—			$	4,915,052		$	3,887,798		$	305,174	(3)			$	722,080				—		$	1,101,805		$	6,016,857
Kent A.        McKee		$	2,299,658		$	286,101	(3)			$	501,295					—			$	3,087,054		$	2,299,658		$	286,101	(3)			$	501,295				—			—		$	3,087,054
James H.        Rourke			—			—					—					—				—			—			—					—				—			—			—
Gary C.        Wilkerson			—			—					—					—				—			—			—					—				—			—			—

 

(1)		Includes the value of base salary continuation and annual incentive compensation equal to the average annual incentive compensation actually paid in the immediately preceding three years for the remainder of the term of the agreement as of December 25, 2010. If an executive resigns following a change in control, the amounts will be paid in a lump sum within 30 days following termination.
(2)		Includes the value of health insurance continuation coverage under COBRA for the term of Mr. Karp’s consulting agreement.
(3)		Includes the value of continued participation in the Company’s benefit plans following termination of employment until age 65.
(4)		Includes the value of accelerated vesting of unvested shares of restricted stock and unvested stock options as of December 25, 2010, based on a per share value of $33.04.
(5)		Includes the value of Mr. Karp’s consulting fee. The amounts shown in columns (e) and (j) assume a termination of Mr. Karp’s employment agreement other than for cause or by reason of death or disability as of December 25, 2010, at which point Mr. Karp’s consulting agreement would have gone into effect. Payment of Mr. Karp’s consulting fee is contingent upon the continued provision of consulting services in accordance with the terms of the consulting agreement, provided, however, that if the consulting period is terminated by the Company without cause or by Mr. Karp for good reason, Mr. Karp will continue to receive the amounts that would have been payable under the consulting agreement for the remainder of the consulting period.
(6)		Gross-up payment to cover the excise tax imposed by the “golden parachute” regulations under the Internal Revenue Code.

 

 

		Fees Earned or Paid in Cash		Option Awards		Total
		($)		($)(1)		($)
Name (a)		(b)		(d)		(h)
Alexander P. Federbush		$62,750		$17,080		$79,830
Paul J. Flaherty		$56,000		$17,080		$73,080
Gennaro J. Fulvio		$61,000		$17,080		$78,080
Gary S. Gladstein		$61,250		$17,080		$78,330
Scott J. Goldman		$50,750		$17,080		$67,830
Terry Hermanson		$55,250		$17,080		$72,330

(1)

Represents the aggregate grant date fair value of awards granted to our directors in 2010, determined under Financial Accounting Standards Board Accounting Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 12 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 25, 2010. The amounts above reflect the Company’s aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the directors.

 

 

 

 

 

 

 

 

 

 

 

 

Gary S. Gladstein, Chairman

Gennaro J. Fulvio

Terry Hermanson

(1)

This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

 

 

 

Terry Hermanson, Chairman

Paul J. Flaherty

Gennaro J. Fulvio

 

 

 

(a)

(b)

(c)

Number of

securities

remaining

Number of

Weighted

available for

securities to

average

future issuance

be issued upon

exercise price

under equity

exercise of

of outstanding

compensation

outstanding

options,

plans (excluding

options, warrants,

warrants, and

securities reflected

Plan category

and rights

rights

in column (a))

Equity compensation plans - approved by

security holders

1,659

$27.87

732

(1)

Equity compensation plans - not approved

by security holders

—

—

—

Total

1,659

$27.87

732

(1)

Of the 732 thousand securities remaining available for issuance under the equity compensation plans, 603 thousand are available under the Company’s 2009 Stock Incentive Plan for issuance of restricted stock, stock appreciation rights, or stock options. The remaining securities are available for issuance of stock options only.

 

     Ernst & Young LLP (“E&Y”) has been reappointed by the Audit Committee to audit and certify the Company’s financial statements for the fiscal year ending December 31, 2011, subject to ratification by the Company’s stockholders. Ratification of the appointment of the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the outstanding shares of the Company present in person or by proxy at the Annual Meeting and entitled to vote thereon. If the appointment of E&Y is not ratified by the stockholders at the Annual Meeting, the Audit Committee will reconsider its action and will appoint auditors for the 2011 fiscal year without further stockholder action. Further, even if

 

 

 

     The following table sets forth fees for professional services rendered by E&Y for the audit of the Company’s annual financial statements for each of the two fiscal years ended December 25, 2010 and December 26, 2009 and fees for other services rendered by E&Y during those periods:

 

		2010			2009
Audit Fees		$	2,045,861		$	2,141,904
Audit-Related Fees			94,197			69,000
Tax Fees			423,076			562,551
All Other Fees			1,945			3,625
		$	2,565,079		$	2,777,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Plan Benefits
2011 Annual Bonus Plan
Name and Position		Dollar Value
Harvey L. Karp
Chairman of the Board			$	2,500,000
Gregory L. Christopher
Chief Executive Officer and Director			$	919,211
Kent A. McKee
Executive Vice President and Chief Financial Officer			$	532,004
James H. Rourke
President, Industrial Business				n/a
Gary C. Wilkerson
Vice President, General Counsel and Secretary				n/a
Executive Group			$	3,951,215
Non-Executive Director Group				n/a
Non-Executive Officer Employee Group				n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By order of the Board of Directors

Gary C. Wilkerson

Corporate Secretary

 

 - 56 -

 

MUELLER INDUSTRIES, INC. ATTN: GARY WILKERSON 8285 TOURNAMENT DRIVE-STE. 150 MEMPHIS, TN 38125

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Electronic Delivery of Future PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.