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): September 10, 2008
MUELLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6770 25-0790410
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
8285 Tournament Drive Suite 150
Memphis, Tennessee 38125
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 753-3200
Not Applicable
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(Former name or former address, if changed since last report)
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:
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2008, William D. O'Hagan provided notice to the Board of
Directors of Mueller Industries, Inc. (the "Company") that he will resign as
Chief Executive Officer and President of the Company, and as a director of the
Company, effective December 31, 2008.
On September 16, 2008, the Company announced that Gregory L. Christopher has
been appointed by the Board of Directors as the new Chief Executive Officer of
the Company, effective January 1, 2009. Since October 25, 2007, Mr. Christopher,
age 46, has served as Chief Operating Officer of the Company.
Effective as of November 9, 2006, the Company entered into an employment
agreement with Mr. Christopher (the "Christopher Employment Agreement"). It is
contemplated that Mr. Christopher and the Company will enter into a new
employment agreement in connection with his promotion to Chief Executive
Officer, but this new agreement has not yet been finalized. A description of the
Christopher Employment Agreement, as well as biographical information for Mr.
Christopher, is contained in the Company's annual proxy statement, as filed with
the Securities and Exchange Commission on March 26, 2008, and is incorporated
herein by reference.
In connection with the resignation of Mr. O'Hagan, on September 11, 2008,
following approval from the Board of Directors acting upon the recommendation of
the Compensation Committee, the Company entered into an Amended and Restated
Consulting Agreement between the Company and Mr. O'Hagan, dated June 21, 2004
(the "Consulting Agreement Amendment"). The Consulting Agreement Amendment
amends the original Consulting Agreement to (i) provide that Mr. O'Hagan will
serve as a consultant to the Company, effective January 1, 2009, immediately
upon his resignation as Chief Executive Officer and President of the Company and
(ii) bring the Consulting Agreement into compliance with Section 409A of the
Internal Revenue Code of 1986, as amended. The summary of the Consulting
Agreement Amendment is qualified in its entirety by reference to the full text
of the agreement attached hereto as Exhibit 10.1.
A copy of the press release announcing the resignation of Mr. O'Hagan and the
appointment of Mr. Christopher is filed as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Amended and Restated Consulting Agreement between the Company and
William D. O'Hagan, dated September 11, 2008.
99.1 Press Release, dated September 16, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
MUELLER INDUSTRIES, INC.
By: /s/ Gary C. Wilkerson
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Name: Gary C. Wilkerson
Title: Vice President, General Counsel
and Secretary