Minerals Technologies Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two directors to three-year terms expiring in 2029: Joseph C. Breunig and Kristina M. Johnson.

2. 2

   Ratification of Appointment of Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Vote to Approve 2025 Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote on whether shareholders approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal requests a non-binding advisory endorsement of the Company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks shareholder approval primarily to confirm alignment between pay and performance and to validate the Compensation Committee’s design choices, which emphasize pay-for-performance: a substantial portion of NEO compensation is at risk, with approximately 87% of the CEO’s pay variable and 50% of long-term incentives performance-based. The compensation program ties annual incentive payouts to Operating Income (OI) and Return on Net Assets (RONA) and uses multi-year Performance Units that combine return on capital and relative total shareholder return metrics versus peers and indices, thereby focusing executives on both absolute financial results and relative shareholder value creation. The Board also highlights extensive shareholder engagement (contacting holders of ~89% of shares and receiving feedback from ~45%) and prior favorable Say-on-Pay support as evidence that the program reflects investor expectations. Management argues the program aligns executives with sustainability and operational goals by including quantifiable personal objectives and sustainability-linked components. Potential counterarguments include the non-binding nature of the vote and the risk that realized payouts (and CEO realizable compensation) could be large in years of strong stock performance, which some governance critics may view as a retention of outsized pay opportunities; however, the Company has retention and clawback policies, stock ownership requirements, and holding requirements to mitigate misalignment. For an analyst evaluating the merits, the program’s use of both short-term and long-term financial metrics, peer-relative TSR, and explicit sustainability and operational goals constitutes a robust, multi-dimensional pay-for-performance framework, but it remains important to monitor realized pay versus realized performance over multiple cycles and to assess whether incentive targets are set at appropriately challenging levels. The Board will treat the advisory vote as input and intends to engage with shareholders and consider vote results in future compensation decisions; because the vote is advisory, it will not itself change pay but serves as an important governance signal.

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When is the Minerals Technologies Inc 2026 annual meeting?

Minerals Technologies Inc (MTX) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Minerals Technologies Inc 2026 meeting?

The record date for the Minerals Technologies Inc 2026 meeting is Tuesday, March 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Minerals Technologies Inc's 2026 meeting?

The board is presenting 2 director nominees at the Minerals Technologies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Minerals Technologies Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Minerals Technologies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.