01—Abstract
Summary
Summary of the 8-K filed May 13, 2026. Cited figures are marked; the original filing is the authoritative source.
Mettler-Toledo International Inc. filed this Form 8-K under Item 5.02(e) to report compensatory arrangements for its named executive officers.
On May 7, 2026, the Compensation Committee of the Board of Directors, with guidance from its independent compensation consultant, approved 2026 long-term incentive (LTI) awards. The Committee adopted a bifurcated grant structure in which each grant is composed of one-third performance share units (PSUs), one-third non-qualified stock options, and one-third restricted stock units (RSUs), with half of the awards granted in May 2026 and half in November 2026. The Committee stated that this change improves the retentive and motivational objectives of the compensation program in the current environment.
General vesting schedules for the PSUs and non-qualified stock options are unchanged, while the RSUs will carry a three-year cliff vesting schedule. The awards were granted under the Company's Equity Incentive Plan, as amended. The filing sets out the May 2026 grant amounts for four executives: Patrick Kaltenbach (Chief Executive Officer) received 838 PSUs, 2,005 non-qualified stock options, and 810 RSUs; Shawn P.
Vadala (Chief Financial Officer) received 301 PSUs, 720 options, and 291 RSUs; Susan Graham-Bryce (Chief Human Resources Officer) received 73 PSUs, 175 options, and 71 RSUs; and Richard Wong (Head of Asia and Pacific) received 107 PSUs, 255 options, and 103 RSUs. Share amounts were determined using the closing stock price on the May 12, 2026 grant date. The filing states that the CEO's target LTI value increased by approximately 6.25%a versus 2025 under this grant, and the NEOs' target LTI value increased by approximately 12.5%.
02—Key points
Key Highlights
- On May 7, 2026, the Compensation Committee approved 2026 LTI awards for named executive officers, with the May 2026 grant dated May 12, 2026.
- The 2026 LTI program is bifurcated into two grants, each split equally into PSUs, non-qualified stock options, and RSUs; half is granted in May 2026 and half in November 2026.
- RSUs will have a three-year cliff vesting schedule; vesting for PSUs and stock options is unchanged.
- The CEO's target LTI value under the May grant increased by approximately 6.25% versus 2025.
- The NEOs' target LTI value under the May grant increased by approximately 12.5% versus 2025.
- The CEO received 838 PSUs, 2,005 non-qualified stock options, and 810 RSUs in the May 2026 grant.
- The Committee stated the restructured grants improve the retentive and motivational objectives of the compensation program.
03—Questions
Frequently Asked Questions
What did the Compensation Committee approve?
On May 7, 2026, the Compensation Committee approved 2026 long-term incentive awards for the Company's named executive officers, granted under the Equity Incentive Plan, as amended.
How is the 2026 LTI award structured?
The awards are bifurcated into two grants, each comprising one-third performance share units, one-third non-qualified stock options, and one-third restricted stock units. Half is granted in May 2026 and half in November 2026.
What changed in vesting terms?
General vesting schedules for PSUs and non-qualified stock options remain unchanged. The restricted stock units will have a three-year cliff vesting schedule.
Why did the Committee change the grant structure?
The Committee believes that bifurcating the awards into two grants and modifying the composition of each grant improves the retentive and motivational objectives of the compensation program in the current environment.
How much did target LTI values increase?
Under the May 2026 grant, the CEO's target LTI value increased by approximately 6.25% versus 2025, and the NEOs' target LTI value increased by approximately 12.5%.
04—Continue