8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K  

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2023

MUELLER INDUSTRIES INC.

(Exact name of registrant as specified in its charter)  

Delaware	1-6770	25-0790410
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

150 Schilling Boulevard	Suite 100
Collierville	Tennessee	38017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (901) 753-3200

Registrant’s Former Name or Address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock	MLI	NYSE

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new of revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On July 28, 2023 the Registrant issued a press release announcing that its Board has declared a regular quarterly cash dividend of 30 cents per share on its common stock.  The dividend will be payable September 15, 2023 to shareholders of record on September 1, 2023.  A copy of the press release announcing the payment and record dates is attached as Exhibit 99.1.

On July 31, 2023 the Registrant issued a press release announcing that its Board filed a preliminary proxy for a special meeting of shareholders to approve an amendment to the Company's Restated Certificate of Incorporation to increase the total number of its authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release dated July 28, 2023
99.2	Press release dated July 31, 2023

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MUELLER INDUSTRIES, INC.
	By:	/s/ CHRISTOPHER J. MIRITELLO
	Name:	Christopher J. Miritello
	Title:	Executive Vice President - General Counsel
Date: August 1, 2023

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Exhibit Index

Exhibit No.	Description
99.1	Press release, dated July 28, 2023
99.2	Press release, dated July 31, 2023

4

EX-99.1

Mueller Industries, Inc. Declares Cash Dividend for Third Quarter

COLLIERVILLE, Tenn., July 28, 2023 – Mueller Industries, Inc. (NYSE: MLI) announced today that its Board of Directors has

declared a regular quarterly cash dividend on its common stock of 30 cents per share. The dividend will be payable September 15,

2023 to shareholders of record on September 1, 2023.

Mueller Industries, Inc. (NYSE: MLI) is an industrial corporation whose holdings manufacture vital goods for important markets such as air, water, oil and gas distribution; climate comfort; food preservation; energy transmission; medical; aerospace; and automotive. It includes a network of companies and brands throughout North America, Europe, Asia, and the Middle East.

*********************

Statements in this release that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties.  These include economic and currency conditions, continued availability of raw materials and energy, market demand, pricing, competitive and technological factors, and the availability of financing, among others, as set forth in the Company's SEC filings.  The words "outlook," "estimate," "project," "intend," "expect," "believe," "target," "encourage," "anticipate," "appear," and similar expressions are intended to identify forward-looking statements.  The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report.  The Company has no obligation to publicly update or revise any forward-looking statements to reflect events after the date of this report.

CONTACT

Jeffrey A. Martin

(901)753-3226

EX-99.2

Mueller Industries, Inc. Announces Special Meeting to Approve Increase

in Authorized Common Stock

COLLIERVILLE, Tenn., July 31, 2023 – Mueller Industries, Inc. (NYSE: MLI) today announced that is has filed a preliminary proxy statement with the Securities and Exchange Commission for a special meeting of shareholders to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the total number of its authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares.

The primary purpose of the charter amendment is to facilitate a stock split of the Common Stock in the form of a stock dividend.

Assuming the charter amendment is approved at the Special Meeting, the decision by the Board of Directors whether to approve a stock split following the Special Meeting, including the size of the stock split, will depend upon factors at the time including, but not limited to, the then-current trading price of the Company’s Common Stock. As of July 21, 2023, the Company has 56,778,790 shares of Common Stock outstanding, and the current number of authorized shares of Common Stock is 100,000,000.

Mueller Industries, Inc. (NYSE: MLI) is an industrial corporation whose holdings manufacture vital goods for important markets such as air, water, oil and gas distribution; climate comfort; food preservation; energy transmission; medical; aerospace; and automotive. It includes a network of companies and brands throughout North America, Europe, Asia, and the Middle East.

*********************

Statements in this release that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties.  These include economic and currency conditions, continued availability of raw materials and energy, market demand, pricing, competitive and technological factors, and the availability of financing, among others, as set forth in the Company's SEC filings.  The words "outlook," "estimate," "project," "intend," "expect," "believe," "target," "encourage," "anticipate," "appear," and similar expressions are intended to identify forward-looking statements.  The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report.  The Company has no obligation to publicly update or revise any forward-looking statements to reflect events after the date of this report.

CONTACT

Jeffrey A. Martin

(901)753-3226

XML

Cover	Feb. 22, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 28, 2023
Entity Registrant Name	MUELLER INDUSTRIES INC
Entity Central Index Key	0000089439
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-6770
Entity Tax Identification Number	25-0790410
Entity Address, Address Line One	150 Schilling Boulevard
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Collierville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38017
City Area Code	(901)
Local Phone Number	753-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false