0001174947-15-000661.txt : 20150421 0001174947-15-000661.hdr.sgml : 20150421 20150421134552 ACCESSION NUMBER: 0001174947-15-000661 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150421 DATE AS OF CHANGE: 20150421 EFFECTIVENESS DATE: 20150421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METTLER TOLEDO INTERNATIONAL INC/ CENTRAL INDEX KEY: 0001037646 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 133668641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13595 FILM NUMBER: 15782772 BUSINESS ADDRESS: STREET 1: 1900 POLARIS PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43240 BUSINESS PHONE: 6144384511 MAIL ADDRESS: STREET 1: 1900 POLARIS PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43240 FORMER COMPANY: FORMER CONFORMED NAME: METTLER TOLEDO INTERNATIONAL INC DATE OF NAME CHANGE: 19971117 FORMER COMPANY: FORMER CONFORMED NAME: MT INVESTORS INC DATE OF NAME CHANGE: 19970411 DEFA14A 1 c407819_defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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 Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

x	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

METTLER-TOLEDO INTERNATIONAL 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)(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 (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.

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	(1)		Amount Previously Paid:


	(2)		Form, Schedule or Registration Statement No.:


	(3)		Filing Party:


	(4)		Date Filed:

Dear {xxxx}

Attached is our 2015 proxy statement which was mailed several weeks ago. I wanted to send a copy since we are seeking approval to amend our by-laws to adopt Delaware as the exclusive forum for certain legal disputes. Although they acknowledge the rationale for Delaware exclusive forum by-laws, the proxy advisors do not recommend a vote in favor of adopting them unless a company has already been harmed by shareholder litigation. We strongly disagree with their conclusion that the problem should be addressed only after it occurs. We wanted to address this topic directly with you as we feel strongly that the passage of this resolution is important to our company and beneficial for shareholders.

Pages 17 and 18 of the proxy outline the proposal in detail, but here are a couple of summary points:

This proposal helps us avoid inefficient and expensive litigation by ensuring multiple claims on the same subject are consolidated to one competent jurisdiction. We believe this can reduce our exposure to nuisance law suits.

While our company does not have a history of such disputes, we do not want to wait for harm to occur before acting. We believe it is important to be proactive in protecting the company and its value for shareholders.

Please do not hesitate to contact me if you have questions or need additional information.

Mary T. Finnegan

Mettler-Toledo International, Inc.

Treasurer / Investor Relations