SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
----------
MUELLER INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
----------
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
(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:
[LOGO]
MUELLER INDUSTRIES, INC.
8285 Tournament Drive, Suite 150
Memphis, Tennessee 38125
Telephone (901) 753-3200
----------------------
Notice of Annual Meeting of
Stockholders to be Held
May 1, 2003
----------------------
To the Stockholders of
Mueller Industries, Inc.
The Annual Meeting of Stockholders of Mueller Industries, Inc. (the
"Company"), will be held at the Company's headquarters at 8285 Tournament
Drive, Suite 150, Memphis, Tennessee 38125 on Thursday, May 1, 2003, at 10:00
A.M. local time, for the following purposes:
1. To elect six directors, each to serve until the next annual meeting of
stockholders (tentatively scheduled for May 6, 2004) 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 public accountants, as auditors of the
Company for the fiscal year ending December 27, 2003; and
3. 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 12, 2003,
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.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE SIZE OF YOUR HOLDINGS. WHETHER OR NOT YOU INTEND TO BE
PRESENT AT THE MEETING IN PERSON, WE URGE YOU TO MARK, DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
John P. Fonzo
Corporate Secretary
March 20, 2003
MUELLER INDUSTRIES, INC.
8285 Tournament Drive, Suite 150
Memphis, Tennessee 38125
Telephone (901) 753-3200
----------------------
PROXY STATEMENT
Annual Meeting of Stockholders
May 1, 2003
----------------------
SOLICITATION OF PROXIES
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 1, 2003, at 10:00 A.M. local time, or at any adjournment(s)
thereof.
This Proxy Statement, together with the Company's Annual Report for the
fiscal year ended December 28, 2002, is first being mailed on or about March
20, 2003.
When a proxy card is returned properly signed, the shares represented
thereby will be voted in accordance with the stockholder's directions appearing
on the card. If the proxy card is signed and returned without directions, the
shares will be voted in favor of the proposals set forth thereon and for the
nominees named herein. The discretion granted in the accompanying proxy card
includes the authority to vote on all additional matters properly coming before
the Annual Meeting as the persons named in the proxy deem appropriate. A
stockholder giving a proxy may revoke it at any time before it is voted at the
Annual Meeting by giving written notice to the secretary of the Annual Meeting
or by casting a ballot at the Annual Meeting. Votes cast by proxy or in person
at the Annual Meeting will be tabulated by election inspectors appointed for
the Annual Meeting. The election inspectors will also determine whether a
quorum is present. The holders of a majority of the shares of common stock,
$.01 par value per share ("Common Stock"), outstanding and entitled to vote who
are present either in person or represented by proxy will constitute a quorum
for the Annual Meeting. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum, but as unvoted for purposes of determining the approval
of any matter submitted. If a broker indicates on a proxy that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with
respect to that matter.
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.
VOTING SECURITIES
The Company had 34,257,419 shares of Common Stock outstanding at the close
of business on March 12, 2003, which are the only securities of the Company
entitled to be voted at the Annual Meeting. The record holder of each share of
Common Stock is entitled to one vote on each matter that may properly be brought
before the Annual Meeting. Only stockholders of record at the close of business
on March 12, 2003, will be entitled to notice of, and to vote at, the Annual
Meeting. The Company's Certificate of Incorporation and Bylaws do not provide
for cumulative voting for the election of Directors.
PRINCIPAL STOCKHOLDERS
As of March 12, 2003, the following parties were known by the Company to
be the "beneficial owner" of more than five percent of the Common Stock:
Shares Beneficially Percent of
Name and Address of Beneficial Owner Owned Class
------------------------------------ --------------------- --------------
Harvey L. Karp ....................... 2,579,396(1) 7.0%(1)
c/o Mueller Industries, Inc.
8285 Tournament Drive, Suite 150
Memphis, Tennessee 38125
Berkshire Hathaway Inc. .............. 2,480,900(2) 6.75%(3)
1440 Kiewit Plaza
Omaha, Nebraska 68131
-----------
(1) Includes 2,400,000 shares of Common Stock which are subject to currently
exercisable stock options.
(2) Information obtained from a Schedule 13G, dated February 14, 2003, filed
with the Securities and Exchange Commission on behalf of Warren E. Buffett,
Berkshire Hathaway Inc., OBH, Inc. and National Indemnity Company. The
Schedule 13G reported ownership of 2,480,900 shares of Common Stock then
outstanding. The Schedule 13G reported shared voting power and shared
dispositive power over 2,480,900 shares.
(3) The percent of class shown was based on the shares of Common Stock reported
on the Schedule 13G and the total number of shares outstanding as of
December 31, 2002. The difference in the total number of shares outstanding
on December 31, 2002 and March 12, 2003 does not materially affect the
percentage of ownership of the class.
2
ELECTION OF DIRECTORS
The Board of Directors proposes to elect the following six persons at the
Annual Meeting to serve (subject to the Company's Bylaws) as directors of the
Company until the next Annual Meeting (tentatively scheduled for May 6, 2004),
or until the election and qualification of their successors: Gennaro J. Fulvio,
Gary S. Gladstein, Terry Hermanson, Robert B. Hodes, Harvey L. Karp and William
D. O'Hagan. If any such person should be unwilling or unable to serve as a
director of the Company, which is not anticipated, the persons named in the
proxy will vote the proxy for substitute nominees selected by them unless the
number of directors has been reduced to the number of nominees willing and able
to serve.
Directors are elected by a plurality of the votes cast. "Plurality" means
that the individuals who receive the greatest number of votes cast "For" are
elected as directors up to the maximum number of directors to be chosen at the
Annual Meeting. Consequently, any shares not voted "For" a particular director
(whether as result of a direction to withhold or a broker non-vote) will not be
counted in such director's favor.
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE
OFFICERS AND INFORMATION ABOUT DIRECTOR NOMINEES
The following table sets forth, as of March 12, 2003, information about
the 3,695,562 shares of Common Stock (calculated based on 34,257,419 shares
outstanding) beneficially owned by each of the Company's current directors,
nominees for director, executive officers and Named Officers (as defined under
"Executive Compensation"). Unless otherwise indicated, all directors and
nominees for director, executive officers and Named Officers have sole voting
and investment power with respect to the shares of Common Stock reported. The
table and the accompanying footnotes set forth the foregoing persons' current
positions with the Company, principal occupations and employment over the
preceding five years, age and directorships held in certain other
publicly-owned companies.
Common Stock
Beneficially
Owned as of Percent of
Principal Occupation, Employment, etc. March 12, 2003 Class
-------------------------------------- -------------- ----------
Gennaro J. Fulvio ......................................... 2,000 *
Director of the Company since May 9, 2002; age 46 (1)
Gary S. Gladstein ......................................... 21,400 *
Director of the Company since July 1, 2000;
Director of Jos. A. Bank Clothiers, Inc. and Cresud S.A.;
age 58 (2)
Terry Hermanson ........................................... 1,000 *
Director nominee; age 60 (3)
Robert B. Hodes ........................................... 48,000 *
Director of the Company since February 10, 1995;
Director of Loral Space & Communications Ltd.,
K & F Industries, Inc., R. V. I. Guaranty, Ltd.
and LCH Investments N.V.; age 77 (4)
3
Common Stock
Beneficially
Owned as of Percent of
Principal Occupation, Employment, etc. March 12, 2003 Class
-------------------------------------- -------------- ----------
Harvey L. Karp ...................................................... 2,579,396 7.0%
Chairman of the Board of Directors since October 8, 1991;
Director since August 1991; age 75 (5)
William D. O'Hagan .................................................. 848,136 2.4%
Chief Executive Officer of the Company since January 1, 1994;
Chief Operating Officer of the Company since June 22, 1992;
President of the Company since December 1, 1992;
Director of the Company since January 1993; age 61 (6)
John P. Fonzo ....................................................... 4,600 *
Vice President, General Counsel and Secretary of the Company
since July 5, 2000; age 47 (7)
Roy C. Harris ....................................................... 57,616 *
Vice President and Chief Information Officer of the Company
since July 5, 2000; age 60 (8)
Kent A. McKee ....................................................... 85,404 *
Chief Financial Officer of the Company since April 1, 1999;
Vice President of the Company since February 11, 1999;
age 42 (9)
Lee R. Nyman ........................................................ 48,010 *
Senior Vice President -- Manufacturing/Engineering of the
Company since February 11, 1999; age 50 (10)
Executive Officers, Named Officers and Directors as a Group ......... 3,695,562 9.74%**
-----------
* Less than 1%
** Includes 3,130,960 shares of Common Stock which are subject to currently
exercisable stock options held by officers and directors of the Company.
(1) Mr. Fulvio has been a member of Fulvio & Associates, LLP, Certified Public
Accountants (formerly Speer & Fulvio, LLP), since 1987. The number of
shares of Common Stock owned by Mr. Fulvio includes 2,000 shares of Common
Stock which are subject to currently exercisable stock options.
(2) Mr. Gladstein previously served as a director of the Company from 1990 to
1994. Mr. Gladstein is currently 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. The number of shares owned by
Mr. Gladstein includes 2,000 shares of Common Stock owned by Mr.
Gladstein's son. Mr. Gladstein disclaims beneficial ownership of the 2,000
shares of Common Stock owned by his son. The number of shares of Common
Stock owned by Mr. Gladstein includes 4,000 shares of Common Stock which
are subject to currently exercisable stock options.
(3) Mr. Hermanson has been the principal and President of Mr. Christmas, Inc.,
a wholesale merchandising company, for more than the last five years.
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(4) Mr. Hodes is Counsel to the New York law firm of Willkie Farr & Gallagher.
The number of shares of Common Stock beneficially owned by Mr. Hodes
includes (i) 2,200 shares of Common Stock owned by Mr. Hodes' children and
(ii) 10,000 shares of Common Stock which are subject to currently
exercisable stock options.
(5) The number of shares of Common Stock beneficially owned by Mr. Karp
includes 2,400,000 shares of Common Stock which are subject to currently
exercisable stock options.
(6) The number of shares of Common Stock beneficially owned by Mr. O'Hagan
includes (i) 580,000 shares of Common Stock which are subject to currently
exercisable stock options, (ii) 28,136 shares of Common Stock owned by Mr.
O'Hagan's spouse, (ii) 211,162 shares held in a property trust, with Mr.
O'Hagan's daughter as trustee; and, (iii) 28,838 shares of Common Stock
owned by a family partnership of which Mr. O'Hagan is a general partner and
in which Mr. O'Hagan or his spouse hold a 99% interest. Mr. O'Hagan
disclaims beneficial ownership of the 28,136 shares of Common Stock owned
by his spouse and of the 211,162 shares held in the property trust.
(7) Mr. Fonzo has served as Vice President, General Counsel and Secretary of
the Company since July 5, 2000. Prior thereto, Mr. Fonzo had been General
Counsel, Consumer Packaging, for International Paper Company, since 1998,
and Senior Counsel, International Paper Company, since 1995. The number of
shares of Common Stock beneficially owned by Mr. Fonzo includes 4,600
shares of Common Stock which are subject to currently exercisable stock
options.
(8) Mr. Harris served (i) as Division Manager of the Company's Standard
Products Division from May 1, 1997 through July 11, 2000 and (ii) 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 52,360 shares of Common Stock which are subject to currently
exercisable stock options.
(9) Mr. McKee served (i) as Vice President -- Business Development/Investor
Relations of the Company from December 14, 1995 to February 11, 1999, (ii)
as Treasurer of the Company from November 8, 1991 to December 14, 1995 and
(iii) 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 46,000 shares of Common Stock which are subject to
currently exercisable stock options.
(10) Mr. Nyman served as Vice President -- Manufacturing/Management Engineering
of the Company from July 7, 1993 to February 11, 1999. The number of shares
of Common Stock beneficially owned by Mr. Nyman includes 32,000 shares of
Common Stock which are subject to currently exercisable stock options.
During 2002, the Board of Directors held four meetings and took action
three times by unanimous written consent. 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"). During 2002, no
5
director attended fewer than 75% of the total number of meetings of the Board
and all committees on which he served.
During 2002, the Audit Committee was composed of three directors who were
not officers or employees of the Company: Gary S. Gladstein, Gennaro J. Fulvio
and Robert B. Hodes. During 2002, the Audit Committee met four times. The Board
of Directors determined that the members of the Audit Committee were
independent, as independence is defined in Sections 303.01(B)(2)(a) and (3) of
the New York Stock Exchange listing standards. The Audit Committee (i) makes
recommendations to the Board of Directors regarding the appointment of the
Company's independent accountants, (ii) reviews and approves any major change
in the Company's accounting policy, (iii) reviews the scope and results of the
independent audit, (iv) reviews and considers the independence of the
accountants, (v) reviews the effectiveness of the Company's internal audit
procedures and personnel, (vi) reviews the Company's policies and procedures
for compliance with disclosure requirements concerning conflicts of interest
and the prevention of unethical, questionable or illegal payments, and (vii)
makes such reports and recommendations to the Board of Directors as it may deem
appropriate. The Board of Directors has adopted a written Audit Committee
Charter.
During 2002, the Compensation Committee was composed of two directors who
were not officers or employees of the Company: Gary S. Gladstein and Gennaro J.
Fulvio. These same directors also served as members of the Plan Committees and
the Option Plan Committees. The Compensation Committee (i) reviews management
compensation standards and practices and (ii) makes such recommendations to the
Board of Directors as it deems appropriate. During 2002, the Compensation
Committee and the Option Plan Committees held one meeting.
During 2002, the Nominating Committee was composed of two directors who
were not officers or employees of the Company: Robert B. Hodes and Gennaro J.
Fulvio. The Nominating Committee makes recommendations to the Board of
Directors regarding director candidates and criteria for Board membership.
During 2002, the Nominating Committee held one meeting. The Nominating
Committee does not consider individuals nominated by stockholders for election
to the Board. However, under the Company's Bylaws, nominations for the election
of directors may be made by a qualifying stockholder, but only if written
notice of such stockholder's intent to make such nomination has been 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 the Company not later than the tenth day
following the day on which such public announcement is first made by the
Company. To be a qualifying stockholder, the stockholder must be a stockholder
of record at the time the notice was delivered to the Secretary of the Company.
Each such notice shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director,
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all information relating to such person that is required to be disclosed in
solicitation of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A (or successor provisions) under the
Securities Exchange Act of 1934, including such person's written consent to be
named in the proxy statement as a nominee and serving as a director if elected;
(b) as to any other business that the stockholder desired to be brought before
the meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting, and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Company's books, and of such beneficial
owner, and (ii) the class and number of shares of Common Stock which are owned
beneficially and of record by such stockholder and such beneficial owner. The
presiding officer of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.
Director Compensation
During 2002, Directors of the Company who were not employed by the Company
received an annual fee for serving on the Company's Board of Directors of
$25,000, plus a fee of $1,000 per Board and $750 per Audit, Compensation or
Nominating Committee meeting attended by such Director, plus reimbursement for
such Director's expenses incurred in connection with any such Board or
Committee meeting, except no Committee meeting fees were paid for meetings held
in conjunction with a Board of Directors meeting. In addition, the Chairman of
each of the Audit, Compensation and Nominating Committees receives an annual
fee of $2,500.
Under the Company's 1994 Non-Employee Director Stock Option Plan, each
member of the Company's Board of Directors who is neither an employee nor an
officer of the Company is automatically granted each year on the date of the
Company's Annual Meeting of Stockholders, without further action by the Board,
an option to purchase 2,000 shares of Common Stock at the fair market value of
the Common Stock on the date the option is granted. As of March 12, 2003,
options to purchase 16,000 shares of Common Stock were outstanding under the
Company's 1994 Non-Employee Director Stock Option Plan.
Board of Directors' Affiliations
Mr. Hodes is Counsel to the law firm of Willkie Farr & Gallagher, which
provided legal services to the Company during 2002.
7
EXECUTIVE COMPENSATION
The following table summarizes the annual and long-term compensation for
services in all capacities for the Company for the fiscal years 2002, 2001 and
2000, of those persons who were, at December 28, 2002, (i) the chief executive
officer, and (ii) the other four most highly compensated executive officers of
the Company (collectively, the "Named Officers").
Long-Term
Compensation
------------
Awards
------------
Annual Compensation Securities
---------------------- Underlying All Other
Name and Principal Position Year Salary Bonus(1) Options(#) Compensation(2)
--------------------------- ---- -------- -------- ------------ ---------------
Harvey L. Karp ............... 2002 $801,190 $801,190
Chairman of the Board 2001 $801,190 $600,893
2000 $763,048 $763,048
William D. O'Hagan ........... 2002 $546,260 $768,947 100,000 $ 8,000
President and Chief Executive 2001 $546,260 $382,382 $ 6,800
Officer 2000 $520,260 $494,247 $24,583
John P. Fonzo ................ 2002 $197,125 $ 79,137 8,000 $ 8,000
Vice President, 2001 $194,580 $ 43,350 5,000 $ 6,800
General Counsel 2000 $ 85,323 $105,400 2,500
& Secretary (3)
Kent A. McKee ................ 2002 $208,142 $ 99,931 12,500 $ 8,000
Vice President and Chief 2001 $181,125 $ 56,082 10,000 $ 6,800
Financial Officer 2000 $175,000 $ 91,250 7,500 $ 7,700
Lee R. Nyman ................. 2002 $212,629 $101,546 20,000 $ 8,000
Senior Vice President -- 2001 $191,475 $ 67,572 15,000 $ 6,800
Manufacturing Engineering 2000 $185,000 $114,900 10,000 $ 8,204
-----------
(1) Includes all amounts earned for the respective years, even if deferred
under the Company's Executive Deferred Compensation Plan.
(2) Consists of $8,000 contributed on behalf of each of Messrs. O'Hagan, Fonzo,
McKee and Nyman, respectively, as matching contributions for 2002 under the
Company's 401(k) Plan.
(3) Mr. Fonzo joined the Company on July 5, 2000.
8
OPTION GRANTS
Shown below is information on options granted during the fiscal year ended
December 28, 2002, to the Named Officers.
Option Grants in Last Fiscal Year
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants for Option Term
------------------------------------------------------------------- -------------------------
Number of % of
Securities total Options Exercise Market Price
Underlying Granted or Base on Date
Options to Employees Price of Grant Expiration
Name Granted (#) in Fiscal Year ($/Sh) ($/Sh) Date 5% 10%
---------------------------- ----------- -------------- -------- ------------ ---------- ---------- ----------
Harvey L. Karp ............. -- -- -- -- -- -- --
William D. O'Hagan ......... 100,000 39.2%(1) $31.75 $31.75 2/13/2012 $1,996,758 $5,059,976
John P. Fonzo .............. 8,000 3.1%(2) $31.75 $31.75 2/13/2012 $ 159,741 $ 404,800
Kent A. McKee .............. 12,500 4.9%(3) $31.75 $31.75 2/13/2012 $ 249,595 $ 632,500
Lee R. Nyman ............... 20,000 7.8%(3) $31.75 $31.75 2/13/2012 $ 399,351 $1,012,000
-----------
(1) These options vest ratably over a five year term, with the first 20%
vesting on February 13, 2003, except that if there is a "Change in
Control", on the later of (i) the day Mr. O'Hagan notifies the Company he
is terminating as a result of said change, and (ii) ten days prior to the
date Mr. O'Hagan's employment is terminated, all remaining unvested options
become immediately exercisable. These options are exercisable only for
shares of Common Stock held in treasury by the Company. The Company has
agreed to maintain a sufficient number of treasury shares to allow for the
exercise of the vested and exercisable portion of these options. "Change in
Control" is defined to mean (i) a change in control which would be required
to be reported to the Securities and Exchange Commission or any securities
exchange on which the Common Stock is listed, (ii) any non-exempted person
or party becoming the beneficial owner of securities representing 20% or
more of the voting power of the Company, or (iii) when the individuals who,
on February 13, 2002, constituted the Board of Directors of the Company
cease to constitute at least a majority of the Board, provided that new
directors are deemed to have been directors on that date if elected by or
on recommendation of at least sixty percent of the directors who were
directors on February 13, 2002.
(2) These options were granted under the Company's 1998 Stock Option Plan at
100% of the fair market value of the Common Stock at time of grant, which,
in accordance with the terms of the 1998 Stock Option Plan, is the mean
between the highest and lowest sale price of the Common Stock on the last
trading date immediately preceding the date of grant. For purposes of
determining the potential realizable value of these options, the mean
between the highest and lowest sale price of the Common Stock on the
trading date immediately preceding the date of grant was used as the date
of grant market price. These options vest annually in 20% increments over a
five-year term, with the first 20% vesting on February 13, 2003.
(3) These options were granted under the Company's 1994 Stock Option Plan at
100% of the fair market value of the Common Stock at time of grant, which,
in accordance with the terms of the 1994 Stock Option Plan, is the mean
between the highest and lowest sale price of the Common Stock on the last
trading date immediately preceding the date of grant. For purposes of
determining
9
the potential realizable value of these options, the mean between the
highest and lowest sale price of the Common Stock on the trading date
immediately preceding the date of grant was used as the date of grant
market price. These options vest annually in 20% increments over a
five-year term, with the first 20% vesting on February 13, 2003.
Aggregated Option Exercises in Last Fiscal Year and
Option Values at December 28, 2002
Number of
Securities Value at
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Dec. 28, 2002 (#) Dec. 28, 2002(2)
Shares ----------------- ----------------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($)(1) Unexercisable Unexercisable
---- ------------ --------------- ----------------- ----------------------
Harvey L. Karp ............. 1,200,000 37,629,772 2,400,000/ 0 $60,642,000/ 0
William D. O'Hagan ......... 560,000/140,000 $ 6,412,577/455,700
John P. Fonzo .............. 3,000/ 12,500 $ 3,674/ 5,511
Kent A. McKee .............. 2,000 41,088 43,500/ 27,500 $ 358,556/ 24,678
Lee R. Nyman ............... 6,600 107,898 28,000/ 45,600 $ 30,002/ 38,334
-----------
(1) Represents the difference between the closing price of the Common Stock on
the date of exercise and the exercise price of the options.
(2) Represents the difference between the closing price of the Common Stock on
the last trading day prior to December 28, 2002 and the exercise price of
the options.
The Company did not award stock appreciation rights to any executive
officer during 2002, nor was any award made under any long-term incentive plan.
The Company does not have a defined benefit or actuarial plan covering any of
the Named Officers.
10
Employment Contracts and Termination of Employment Arrangements
Effective as of September 17, 1997, the Company amended and restated
Harvey L. Karp's then existing employment agreement (as amended and restated,
the "Karp Employment Agreement"). The Karp Employment Agreement has a
three-year rolling term which is automatically extended so that the unexpired
term on any date is always three years, unless either party gives written
notice of his or its intention not to extend the term. The Karp Employment
Agreement provides for Mr. Karp to serve as Chairman of the Board of Directors
of the Company. Under the terms of the Karp Employment Agreement, Mr. Karp is
to receive (i) an annual base salary of $606,373 (to be adjusted upward
annually at a rate commensurate with increases granted to other key
executives), and (ii) a discretionary cash incentive bonus consistent with the
executive bonus program which the Company establishes for other key executives.
In addition, Mr. Karp is to receive reimbursement for reasonable business and
travel expenses incurred in the performance of his duties and will participate
in all bonus, incentive, stock option, pension, disability and health plans and
programs and all fringe benefit plans maintained by the Company in which senior
executives participate.
Under the terms of the Karp Employment Agreement, Mr. Karp's employment
may be terminated by the Company without Cause (as defined in the Karp
Employment Agreement) or by Mr. Karp for Good Reason (as defined in the Karp
Employment Agreement) upon appropriate written notice. In either such event,
Mr. Karp will continue to receive his then-current base salary as if his
employment had continued for the remainder of the then-current three-year term
and an annual bonus for the remainder of the then-current three-year term equal
to the average bonus for the three calendar years immediately preceding the
written notice of termination. In addition, all outstanding unvested Company
stock options then held by Mr. Karp will immediately vest and become
exercisable and Mr. Karp will continue to participate in the Company's health
plans and programs at the Company's expense for the remainder of such
three-year term.
Mr. Karp may resign voluntarily without Good Reason upon appropriate
written notice to the Company. In such event, Mr. Karp will be entitled to
receive any accrued but unpaid base salary and, at the Company's discretion, a
bonus for the calendar year in which his resignation without Good Reason
occurs. The Company may terminate Mr. Karp's employment for Cause (as defined
in the Karp Employment Agreement) upon appropriate written notice. In such
event, Mr. Karp will forfeit all existing Company stock options, but such
options shall remain exercisable for the 30-day period following Mr. Karp's
receipt of the written notice. Mr. Karp may terminate his employment for any
reason within six months following a Change in Control (as defined in the Karp
Employment Agreement). In such event, the Company will pay to Mr. Karp a lump
sum amount equal to (i) three times his then current base salary, and (ii)
three times his average annual bonus for the three calendar years immediately
preceding the date of termination. In addition, all outstanding unvested
options then held by Mr. Karp shall become immediately exercisable. In the
event that any Payment (as defined in the Karp Employment Agreement) would be
subject to the excise tax imposed by the "Golden Parachute" regulations under
the Internal Revenue Code of 1986, as amended (the "Code"), Mr. Karp would be
entitled to a gross-up payment from the Company to cover such taxes.
Effective as of May 12, 2000, the Company amended and restated William D.
O'Hagan's then existing employment agreement (as amended and restated, the
"O'Hagan Employment Agreement"). The O'Hagan Employment Agreement provides for
Mr. O'Hagan to serve as President and Chief Executive Officer of the Company
for a rolling three-year term, which is automatically extended so that the
unexpired term on any date is always three years, unless either party gives
written notice of his or its intention not to extend the term (the "Employment
Period"). Under the terms of the O'Hagan Employment Agreement, Mr. O'Hagan is
to receive (i) an annual base salary of $413,430 (to be adjusted
11
upward annually at a rate commensurate with increases granted to other key
executives) and (ii) a discretionary cash incentive bonus consistent with the
executive bonus program which the Company establishes for other key executives.
In addition, Mr. O'Hagan is to receive reimbursement for reasonable business
and travel expenses incurred in the performance of his duties and will
participate in all bonus, incentive, stock option, pension, disability and
health plans and programs and all fringe benefit plans maintained by the
Company in which senior executives participate.
Under the terms of the O'Hagan Employment Agreement, Mr. O'Hagan's
employment may be terminated by the Company without Cause (as defined in the
O'Hagan Employment Agreement) or by Mr. O'Hagan for Good Reason (as defined in
the O'Hagan Employment Agreement) upon appropriate written notice. In either
such event, Mr. O'Hagan will continue to receive his then-current base salary
as if his employment had continued for the remainder of the Employment Period
and an annual bonus for the remainder of the Employment Period equal to the
average bonus for the three calendar years immediately preceding the written
notice of termination. In addition, all outstanding unvested Company stock
options then held by Mr. O'Hagan will immediately vest and become exercisable
and Mr. O'Hagan will continue to participate in the Company's health plans and
programs at the Company's expense until he reaches age 65.
Mr. O'Hagan may resign voluntarily without Good Reason upon appropriate
written notice to the Company. In such event, Mr. O'Hagan will be entitled to
receive any accrued but unpaid base salary and, at the Company's discretion, a
bonus for the calendar year in which his resignation without Good Reason
occurs. The Company may terminate Mr. O'Hagan's employment for Cause (as
defined in the O'Hagan Employment Agreement) upon appropriate written notice.
If Mr. O'Hagan's employment is terminated for Cause or if Mr. O'Hagan
voluntarily resigns for any reason other than Good Reason, his right to receive
his base salary, bonus, and any other compensation and benefits to which he
would otherwise be entitled under the O'Hagan Employment Agreement shall be
forfeited as of the date of termination. Mr. O'Hagan may terminate his
employment for any reason within six months following a Change in Control (as
defined in the O'Hagan Employment Agreement). In such event, the Company will
pay to Mr. O'Hagan a lump sum amount equal to (i) his then current base salary
multiplied by the number of years (including partial years) then remaining in
the Employment Period, and (ii) his average annual bonus for the three calendar
years immediately preceding the date of termination multiplied by the number of
years (including partial years) then remaining in the Employment Period. In
addition, all remaining unvested options previously granted to Mr. O'Hagan
shall become immediately exercisable.
Effective as of October 17, 2002, the Company entered into an employment
agreement with Kent A. McKee, the Company's Vice President and Chief Financial
Officer (the "McKee Employment Agreement"). The McKee Employment Agreement
provides for Mr. McKee to serve as Vice President and Chief Financial Officer
of the Company for a rolling three-year term, which is automatically extended
so that the unexpired term on any date is always three years, unless either
party gives written notice of his or its intention not to extend the term (the
"Employment Period"). Under the terms of the McKee Employment Agreement, Mr.
McKee is to receive (i) an annual base salary of $240,000 (to be adjusted
upward annually at a rate commensurate with increases granted to other key
executives) and (ii) a discretionary cash incentive bonus consistent with the
executive bonus program which the Company establishes for other key executives.
In addition, Mr. McKee is to receive reimbursement for reasonable business and
travel expenses incurred in the performance of his duties and will participate
in all bonus, incentive, stock option, pension, disability and health plans and
programs and all fringe benefit plans maintained by the Company in which senior
executives participate.
12
Under the terms of the McKee Employment Agreement, Mr. McKee's employment
may be terminated by the Company without Cause (as defined in the McKee
Employment Agreement) or by Mr. McKee for Good Reason (as defined in the McKee
Employment Agreement) upon appropriate written notice. In either such event,
Mr. McKee will continue to receive his then-current base salary as if his
employment had continued for the remainder of the Employment Period and an
annual bonus for the remainder of the Employment Period equal to the average
bonus for the three calendar years immediately preceding the written notice of
termination. In addition, all outstanding unvested Company stock options then
held by Mr. McKee will immediately vest and become exercisable and Mr. McKee
will continue to participate in the Company's health plans and programs at the
Company's expense until he reaches age 65.
Mr. McKee may resign voluntarily without Good Reason upon appropriate
written notice to the Company. In such event, Mr. McKee will be entitled to
receive any accrued but unpaid base salary and, at the Company's discretion, a
bonus for the calendar year in which his resignation without Good Reason
occurs. The Company may terminate Mr. McKee's employment for Cause (as defined
in the McKee Employment Agreement) upon appropriate written notice. If Mr.
McKee's employment is terminated for Cause or if Mr. McKee voluntarily resigns
for any reason other than Good Reason, his right to receive his base salary,
bonus, and any other compensation and benefits to which he would otherwise be
entitled under the McKee Employment Agreement shall be forfeited as of the date
of termination. Mr. McKee may terminate his employment for any reason within
six months following a Change in Control (as defined in the McKee Employment
Agreement). In such event, the Company will pay to Mr. McKee a lump sum amount
equal to (i) his then current base salary multiplied by the number of years
(including partial years) then remaining in the Employment Period, and (ii) his
average annual bonus for the three calendar years immediately preceding the
date of termination multiplied by the number of years (including partial years)
then remaining in the Employment Period. In addition, all remaining unvested
options previously granted to Mr. McKee shall become immediately exercisable.
The Company does not have any other employment agreements with Named
Officers. Except as set forth above, the Company has no compensatory plan or
arrangement with respect to any Named Officer which would result in severance
or change-in-control payments in excess of $100,000.
13
REPORT OF THE AUDIT COMMITTEE (1)
The Audit Committee of the Board of Directors oversees the Company's
financial reporting process on behalf of the Board of Directors. Management has
the primary responsibility for the financial statements and the reporting
process including the systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee reviewed the audited financial statements
with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee discussed with the independent auditors the
auditors' independence from management and the Company, including the matters
in the written disclosures required by the Independence Standards Board, and
considered the compatibility of non-audit services provided by the independent
auditors with the auditor's independence.
The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board of Directors has
approved) that the audited financial statements be included in the Company's
Annual Report on Form 10K for the year ended December 28, 2002, for filing with
the Securities and Exchange Commission. The Audit Committee and the Board of
Directors have also recommended, subject to shareholder approval, the selection
as the Company's independent auditors, Ernst & Young LLP, for the fiscal year
ending December 27, 2003.
Gary S. Gladstein, Chairman
Robert B. Hodes
Gennaro J. Fulvio
-----------
(1) This Section is not "soliciting material," is not deemed "filed" with the
Securities and Exchange Commission and is not to be incorporated by
reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made
before or after the date hereof and irrespective of any general
incorporation language in any such filing.
14
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Base compensation payable to Mr. Karp, the Company's Chairman, and to Mr.
O'Hagan, its Chief Executive Officer, is principally governed by the terms of
their employment agreements. Pursuant to these agreements, Mr. Karp and Mr.
O'Hagan received base compensation of $801,190 and $546,260, respectively, for
2002. Neither Mr. Karp nor Mr. O'Hagan received an increase in base
compensation for the 2002 fiscal year.
The employment agreements for Messrs. Karp and O'Hagan also provide for
payment of an annual discretionary cash bonus consistent with the executive
bonus program which the Company establishes for other key executives. For 2002,
Messrs. Karp and O'Hagan were awarded discretionary bonuses in the amount of
100% and 95%, respectively, of their gross wages (excluding bonuses for 2001
which were paid in 2002, and certain other miscellaneous items). The bonuses
paid to Messrs. Karp and O'Hagan were recommended by the Compensation Committee
and approved by the Board of Directors based on the favorable assessment of
their contributions to the Company's performance in 2002. Concurrent with his
tenth anniversary of his employment with the Company, Mr. O'Hagan received a
supplemental discretionary bonus of $250,000 in recognition of his
contributions to the Company's performance during his employment.
The Compensation Committee did not increase base compensation payable to
other executive officers at the beginning of 2002. The base compensation for
each of the other named officers was increased in May, 2002 by an average of
approximately 2%, based on recommendations from Messrs. Karp and O'Hagan. In
addition, effective October 17, 2002, the compensation of Mr. McKee was
increased pursuant to the McKee Employment Agreement. Bonuses paid to officers
other than Messrs. Karp and O'Hagan for 2002 did not exceed 43% of gross wages
(excluding bonuses for 2001 which were paid in 2002, and certain other
miscellaneous items). These bonuses were paid pursuant to (i) the Company's 2002
bonus program, which provided for bonuses to be paid based on the Company's
attainment of income targets for fiscal 2002 and (ii) discretionary bonuses in
the amount of $25,000 or less paid to certain Company officers.
The Compensation Committee periodically grants stock options to executive
officers and other key employees as part of the Company's overall executive
compensation program. During the 2002 fiscal year, the Compensation Committee
granted options to acquire an aggregate of 48,000 shares of Common Stock to
executive officers other than Messrs. Karp and O'Hagan, based in part on
recommendations from Messrs. Karp and O'Hagan. When granting options to
executive officers, the Compensation Committee considers the total number of
shares available under the Company's option plans, the number of options
previously granted to such officers, Company and individual performance, and
each officer's level of responsibility within the Company. However, no specific
corporate or individual performance factors are used. The Compensation Committee
believes that stock options are an integral part of the Company's executive
compensation program, which motivate executives to practice long-term strategic
management, and align their financial interests with those of the Company's
stockholders. On February 13, 2002, the Board of Directors approved a special
option grant of 100,000 shares of Common Stock to Mr. O'Hagan. The options were
granted at fair market value at the time of grant, have a ten year term, and
vest ratably over five years, except under certain circumstances if there is a
"Change in Control". Such options were granted in recognition of Mr. O'Hagan's
contributions to the Company's success and as Mr. O'Hagan had not been granted
options by the Company since October, 1998.
Section 162(m) of the Code limits the deductibility of compensation paid
to each of the Named Officers to $1 million per year, subject to certain
exceptions. The Compensation Committee is comprised of "outside" directors and
the Company's 1998 Stock Option Plan has been structured so that compensation
attributable to options will qualify as "performance based" compensation, which
is excluded from the determination of the annual maximum deductible amount. If,
because of competitive factors, individual performance or changes in tax
provisions, the Compensation Committee determines that it is appropriate to pay
one or more executive officers compensation in excess of the annual maximum
deductible amount, the Compensation Committee would expect to authorize such
compensation. During 2002, Mr. Karp's and Mr. O'Hagan's annual cash
compensation exceeded the maximum deductible amount.
Gennaro J. Fulvio, Chairman
Gary S. Gladstein
15
CORPORATE PERFORMANCE GRAPH
The following table compares total stockholder return since December 22,
1997 to the Dow Jones Equity Market Index ("Equity Market Index") and the Dow
Jones Building Material Index ("Building Material Index"). Total return values
for the Equity Market Index, the Building Material Index and the Company were
calculated based on cumulative total return values assuming reinvestment of
dividends. The Common Stock is traded on the New York Stock Exchange under the
symbol MLI.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Mueller Industries, Inc., Dow Jones Equity Market
Index and Dow Jones Building Material Index
Fiscal Year Ending Last Saturday in December
[THE FOLLOWING MATERIAL WAS REPRESENTED AS A LINE CHART IN PRINTED VERSION]
12/27/97 12/26/98 12/25/99 12/30/00 12/29/01 12/28/02
-------- -------- -------- -------- -------- ---------
Mueller Industries, Inc. ................ 100 75 124 100 126 102
Dow Jones Equity Market Index ........... 100 128 158 145 129 99
Dow Jones Building Material Index ....... 100 115 91 94 96 82
16
APPOINTMENT OF AUDITORS
Ernst & Young LLP ("E & Y") has, upon the recommendation of the Company's
Audit Committee, been selected and appointed by the Board of Directors to audit
and certify the Company's financial statements for the fiscal year ending
December 27, 2003, subject to ratification by the Company's stockholders. If
the appointment of E & Y is not ratified by the stockholders at the Annual
Meeting, the Board of Directors will reconsider its action and will appoint
auditors for the 2003 fiscal year without further stockholder action. Further,
even if the appointment is ratified by stockholder action, the Board of
Directors may at any time in the future in its discretion reconsider the
appointment without submitting the matter to a vote of stockholders. It is
expected that representatives of E & Y will be in attendance at the Annual
Meeting and will be available to answer questions and to make a statement if
they desire to do so.
During the fiscal years ending December 28, 2002 and December 29, 2001,
fees were incurred as follows: 2002, for the annual audit -- $592,000; all other
fees -- $486,000, which included audit related services of $150,000, and
non-audit services of $336,000; and 2001, for the annual audit -- $598,000; all
other fees -- $663,000, which included audit related services of $412,000, and
non-audit services of $251,000. The Company did not engage E & Y to provide
advice to the Company regarding financial information systems design and
implementation during fiscal years ended December 28, 2002 and December 29,
2001.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR
THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF THE
COMPANY.
STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP
AND OTHER PROPOSALS FOR 2004 ANNUAL MEETING
It is anticipated that the next Annual Meeting after the one scheduled for
May 1, 2003 will be held on or about May 6, 2004. The Company's Bylaws require
that, for nominations of directors or other business to be properly brought
before an Annual Meeting, written notice of such nomination or proposal for
other business must be furnished to the Company. Such notice must contain
certain information concerning the nominating or proposing stockholder and
information concerning the nominee and must be furnished by the stockholder
(who must be entitled to vote at the meeting) to the Secretary of the Company,
in the case of the annual Meeting of Stockholders to be held in 2004 no earlier
than January 31, 2004 and no later than March 2, 2004. A copy of the
applicable provisions of the Bylaws may be obtained by any stockholder, without
charge, upon written request to the Secretary of the Company at the address set
forth below.
Since the Company did not receive timely notice of any stockholder
proposal for the 2003 Annual Meeting, it will have discretionary authority to
vote on any stockholder proposals presented at such meeting.
In addition to the foregoing, and in accordance with the rules of the
Securities and Exchange Commission, in order for a stockholder proposal,
relating to a proper subject, to be considered for inclusion in the Company's
proxy statement and form of proxy relating to the Annual Meeting to be held in
2004, such proposal must be received by the Secretary of the Company by
November 18, 2003 in the form required under and subject to the other
requirements of the applicable rules of the Securities and Exchange Commission.
If the date of the Annual Meeting to be held in 2004 is changed to a date more
than 30 days earlier or later than May 6, 2004, the Company will inform the
stockholders in a timely fashion of such change and the date by which proposals
of stockholders must be received for inclusion in the proxy materials. Any such
proposal should be submitted by certified mail, return receipt requested, or
other means, including electronic means, that allow the stockholder to prove
the date of delivery.
17
OTHER MATTERS TO COME BEFORE THE MEETING
If any matter not described herein should properly come before the Annual
Meeting, the persons named in the proxy will vote the shares represented by
them as they deem appropriate. At the date of this Proxy Statement, the Company
knew of no other matters which might be presented for stockholder action at the
Annual Meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING
Based solely upon its review of Forms 3 and 4 received by it and written
representations from certain reporting persons that no Forms 5 were required
for those persons, the Company believes that during 2002 all filing
requirements applicable to its officers, directors and ten percent shareholders
were complied with.
OTHER INFORMATION
Consolidated financial statements for the Company are included in the
Annual Report to Stockholders for the year ended December 28, 2002 that
accompanies this Proxy Statement. These financial statements are also on file
with the Securities and Exchange Commission, 450 Fifth Avenue, N.W.,
Washington, D.C. 20549 and with the New York Stock Exchange.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED FOR THE YEAR
ENDED DECEMBER 28, 2002 (EXCLUDING EXHIBITS) WILL BE FURNISHED, WITHOUT CHARGE,
BY WRITING TO JOHN P. FONZO, SECRETARY, MUELLER INDUSTRIES, INC., AT THE
COMPANY'S PRINCIPAL PLACE OF BUSINESS (8285 TOURNAMENT DRIVE, SUITE 150,
MEMPHIS, TENNESSEE 38125).
By order of the Board of Directors
John P. Fonzo
Corporate Secretary
18
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[MUELLER LOGO]
MUELLER
UNDUSTRIES, INC.
C/O CONTINENTAL STOCK TRANSFER
17 BATTERY PLACE
NEW YORK, NY 10004
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. You will be prompted to enter your 12-digit
Control Number which is located below and then follow the simple instructions
the Vote Voice provides you.
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 Mueller Industries, Inc., c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
MUIND1 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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MUELLER INDUSTRIES, INC.
1. Election of Directors
Nominees: 01) Gennaro J. Fulvio
02) Gary S. Gladstein For Withhold For All To withhold authority to vote, mark "For All Except"
03) Terry Hermanson All All Except and write the nominee's number on the line below.
04) Robert B. Hodes [ ] [ ] [ ] ----------------------------------------------------
05) Harvey L. Karp
06) William D. O'Hagan
Vote On Proposals For Against Abstain
2. Approve the appointment of Ernst & Young LLP as independent auditors of the [ ] [ ] [ ]
Company.
*Note* Such other business as may properly come before the meeting or
any adjournment thereof
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR ALL NOMINEES" IN ITEM 1 AND ITEM 2.
Please sign exactly as your name appears to the right. When shares are held
jointly, each shareholder named should sign. When signing as attorney, executor,
administrator, trustee or guardian, you should so indicate when signing. If a
corporation, please sign in full corporate name by duly authorized officer. If a
partnership, please sign in partnership name by duly authorized person.
--------------------------------------------- ---------------------------------------------
--------------------------------------------- ---------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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MUELLER INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 1, 2003
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints John P. Fonzo and Kent A. McKee, and each of
them, Proxies, with full power of substitution in each, to represent and to
vote, as designated, all shares of Common Stock of Mueller Industries, Inc. that
the undersigned is entitled to vote at the Annual Meeting of Stockholders to be
held on May 1, 2003, and at all adjournments thereof, upon and in respect of the
matters set forth on the reverse side hereof, and in their discretion, upon any
other matter that may properly come before said meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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