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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Minerals Technologies Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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1)
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Glass Lewis lists “Significant disconnect between pay and performance” as a negative program feature.
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Glass Lewis’ evaluation of Mr. Dietrich’s realizable compensation over the long term, which reflects the impact of stock price on compensation, as set forth on page 9 of Glass Lewis’ proxy
paper, indicates that realizable pay is strongly aligned with total shareholder return, as both were slightly above the 50th percentile of market and industry peers as determined by Glass Lewis. This view is not reflected in
Glass Lewis’ evaluation of pay-for-performance.
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MTI’s TSR performance outperformed the Glass Lewis peer group.
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Glass Lewis compares MTI’s earnings per share growth, ROE and ROA unfavorably to the Glass Lewis peer group. However, we believe Glass Lewis is not considering the impact of special
non-recurring items, most of which were non-cash charges associated with the deconsolidation of our talc business. Excluding these one-time items, MTI’s earnings per share increased by 31% over the past 3 years and increased by 7% in 2023
as compared to 2022. MTI’s 2023 ROE and ROA, excluding special items, were 10.5% and 5.0%, respectively, and both metrics improved on a prior year and three-year basis.*
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In addition, Glass Lewis compares MTI’s change in operating cash flow unfavorably to peers. However, our operating cash flow increased by 121% as compared to 2022 and was 21% above the
prior three-year average. A deeper review of our performance in 2023 should reveal that MTI did not perform worse than its peers.
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In 2023, MTI delivered record-setting sales, operating income, EBITDA and earnings per share, all excluding special items. The continued execution of our strategic initiatives has
transformed MTI into a higher growth, higher margin, and higher value company. We published 5-year financial targets associated with our strategy at our Investor Day in May 2023, and after the first year, we are on track to achieve those
targets. Additionally, we returned value to shareholders through doubling our quarterly dividend and initiating a one-time $75 million share-repurchase program, consistent with our balanced approach to capital allocation. We extensively
detail our 2023 operational and financial performance on pages 42-48 of our Proxy Statement.
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2)
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Glass Lewis lists “Insufficient disclosure of executive ownership requirements” as a negative program feature.
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We believe that our executive stock ownership requirements – six times base salary for our CEO, four times base salary for our CFO and Group Presidents, and three times
base salary for our other executives – follow best governance practices. These are fully disclosed on pages 49 and 65 our Proxy Statement.
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3)
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Glass Lewis lists “Less than half of LTI is performance-based” as a negative program feature.
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In 2023, we continued to extensively engage with our shareholders with respect to our compensation and corporate governance practices. The outcomes of these engagements and key themes of
feedback received are shared with the Board and we have taken various actions in response to the feedback, as detailed on page 8 of our Proxy Statement. As a direct result of this engagement, MTI changed LTI to 50% performance-based for the
CEO and Named Executive Officers.
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Over 87% of the compensation of our CEO, Douglas T. Dietrich, is at risk and variable depending on company and individual performance.
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