MUELLER INDUSTRIES, INC.
8285 Tournament Drive, Suite 150
Memphis, Tennessee 38125
Telephone (901) 753-3200
________________________________________________

Notice of Annual Meeting of
Stockholders to be Held
May 3, 20122, 2013
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To the Stockholders of
Mueller Industries, Inc.

    The Annual Meeting of Stockholders of Mueller Industries, Inc. (the “Company” or “Mueller”), will be held at the Company’s headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125 on Thursday, May 3, 2012,2, 2013, at 10:00 A.M. local time, for the following purposes:

    Only stockholders of record at the close of business on March 8, 2012,7, 2013, will be entitled to notice of and vote at the Annual Meeting or any adjournment(s) thereof. A complete list of stockholders entitled to vote at the Annual Meeting will be prepared and maintained at the Company’s corporate headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125. This list will be available for inspection by stockholders of record during normal business hours for a period of at least 10 days prior to the Annual Meeting.

    IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE SIZE OF YOUR HOLDINGS. WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON, WE URGE YOU TO MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. 

	Gary C. Wilkerson
	Corporate Secretary
March 21, 2012

April 1, 2013

TABLE OF CONTENTS

MUELLER INDUSTRIES, INC.
8285 Tournament Drive, Suite 150
Memphis, Tennessee 38125
Telephone (901) 753-3200
_________________________________________________________

PROXY STATEMENT

Annual Meeting of Stockholders
May 3, 20122, 2013
_________________________________________________________

SOLICITATION OF PROXIES

    The accompanying proxy is solicited by the Board of Directors of Mueller Industries, Inc., a Delaware corporation (the “Company”), for use at the annual meeting of stockholders (the “Annual Meeting”) to be held at the Company’s headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125, on Thursday, May 3, 2012,2, 2013, at 10:00 A.M. local time, or at any adjournment(s) thereof.

     This Proxy Statement, together with the Company’s Annual Report for the fiscal year ended December 31, 2011,29, 2012, is first being mailed to stockholders on or about March 21, 2012.April 1, 2013. Pursuant to rules adopted by the Securities and Exchange Commission, the Company is providing access to its proxy materials over the Internet at http://www.proxyvote.com.

     When a proxy card is returned properly signed, the shares represented thereby will be voted in accordance with the stockholder’s directions appearing on the card. If the proxy card is signed and returned without directions, the shares will be voted for the nominees named herein and in accordance with the recommendations of the Company’s Board of Directors as set forth herein. The discretion granted in the accompanying proxy card includes the authority to vote on all additional matters properly coming before the Annual Meeting as the persons named in the proxy deem appropriate. A stockholder giving a proxy may revoke it at any time before it is voted at the Annual Meeting by giving written notice to the secretary of the Annual Meeting or by casting a ballot at the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by election inspectors appointed for the Annual Meeting. The election inspectors will also determine whether a quorum is present. The holders of a majority of the shares of common stock, $.01 par value

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per share (“Common Stock”), outstanding and entitled to vote

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who are present either in person or represented by proxy will constitute a quorum for the Annual Meeting. The election inspectors will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum and for purposes of determining the approval of any matter submitted. If a broker indicates on a proxy that it does not have discretionary authority as to certain shares to vote on a particular matter (i.e., a “broker non-vote”), those shares will not be considered as present and entitled to vote with respect to that matter, but will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, without instructions from the beneficial owner of those shares; on the other hand, a broker may not be entitled to vote shares held for a beneficial owner on certain non-routine items, such as the election of directors and the advisory vote on the compensation of the Company’s named executive officers.

     The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies by telephone or otherwise. The Company will reimburse brokers or other persons holding stock in their names or in the names of their nominees for their charges and expenses in forwarding proxies and proxy material to the beneficial owners of such stock.

VOTING SECURITIES

     The Company had 38,247,82828,114,779 shares of Common Stock outstanding at the close of business on March 8, 2012,7, 2013, which are the only securities of the Company entitled to be voted at the Annual Meeting. The record holder of each share of Common Stock is entitled to one vote on each matter that may properly be brought before the Annual Meeting. Only stockholders of record at the close of business on March 8, 20127, 2013 will be entitled to notice of, and to vote at, the Annual Meeting. The Company’s Restated Certificate of Incorporation and Amended and Restated By-laws (“Bylaws”) do not provide for cumulative voting for the election of directors.

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PRINCIPAL STOCKHOLDERS

     As of March 8, 2012,7, 2013, the following parties were known by the Company to be the “beneficial owner” of more than five percent of the Common Stock:

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ELECTION OF DIRECTORS

     The size of the Company’s Board of Directors is currently nine directors.     The Board of Directors proposes to elect the following ninesix persons, each as nominated by the Board of Directors, at the Annual Meeting to serve (subject to the Company’s Bylaws) as directors of the Company until the next Annual Meeting (tentatively scheduled for May 2, 2013)1, 2014), or until the election and qualification of their successors: Ian M. Cumming, Alexander P. Federbush,Gregory L. Christopher, Paul J. Flaherty, Gennaro J. Fulvio, Gary S. Gladstein, Scott J. Goldman and Terry Hermanson Joseph S. Steinberg and Gregory L. Christopher (collectively, the “Nominees”). If any such person should be unwilling or unable to serve as a director of the Company, which is not anticipated, the persons named in the proxy will vote the proxy for substitute nominees selected by them unless the number of directors has been reduced to the number of nominees willing and able to serve. The size of the Company’s Board of Directors is currently seven directors, which will be reduced to six in conjunction with the Annual Meeting.

     Directors are elected by a plurality of the votes cast. “Plurality” means that the individuals who receive the greatest number of votes cast “For” are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting. Consequently, any shares not voted “For” a particular director (whether as a result of a direction to withhold or a broker non-vote) will not be counted in such director’s favor.

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARESFOR EACH OF THE NOMINEES.

OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE
OFFICERS AND INFORMATION ABOUT DIRECTOR NOMINEES

     The following table sets forth, as of March 8, 2012,7, 2013, information about the 11,746,151696,905 shares of Common Stock (calculated based on 38,247,82828,114,779 shares outstanding) beneficially owned by each of the Company’s current directors, nominees for director, executive officers and named executive officers. The “named executive officers” are those individuals set forth in the “Summary Compensation Table for 2011”2012” included herein. Unless otherwise indicated, all directors, nominees for director, executive officers and named executive officers have sole voting and investment power with respect to the shares of Common Stock reported. The table and the accompanying footnotes set forth the foregoing persons’ current positions with the Company, principal occupations and employment over the preceding five years, age and directorships

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held in certain other publicly-owned companies, as well as, with

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respect to directors, the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the person should serve as a director of the Company in 2012.2013.

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Meetings and Committees of the Board of Directors

    During 2011,2012, the Board of Directors held nine meetings. The Board of Directors established a standing Audit Committee and a Compensation Committee at its organizational meeting on February 13, 1991. On May 13, 1991, the Board of Directors created two committees (the “Plan Committees”) to be responsible for administering the Company’s 1991 Employee Stock Purchase Plan and the Company’s 1991 Incentive Stock Option Plan. On November 16, 1993, the Board of Directors established a standing Nominating Committee. On May 12, 1994, the Board of Directors created two committees to be responsible for administering

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the Company’s 1994 Stock Option Plan and the Company’s 1994 Non-Employee Director Stock Option Plan, on February 12, 1998 created a committee to be responsible for administering the Company’s 1998 Stock Option Plan and on February 12, 2002 created a committee to be responsible for administering the

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Company’s 2002 Stock Option Plan (collectively, the “Option Plan Committees”). On February 12, 2004, the Board of Directors changed the name of the Nominating Committee to the Nominating and Corporate Governance Committee. During 2011,2012, no director attended fewer than 75% of the total number of meetings of the Board and all committees on which he served except for Messrs. Cumming and Steinberg, who were appointed to the Board of Directors in September 2011 and attended every Board meeting thereafter.served.

     The Audit Committee is currently composed of three directors who are not officers or employees of the Company: Gennaro J. Fulvio (Chairman), Gary S. Gladstein (Chairman), Gennaroand Scott J. Fulvio and Terry Hermanson.Goldman. Each member of the Audit Committee has been determined by the Board of Directors to meet the standards for independence required of audit committee members by the New York Stock Exchange (the “NYSE”) and applicable SEC rules. For more information on the NYSE standards for independence, see “Corporate Governance-Director Independence” in this Proxy Statement. The Board of Directors has further determined that (i) all members of the Audit Committee are financially literate and (ii) Gary S. Gladstein and Gennaro J. Fulvio each possess accounting and related financial management expertise within the meaning of the listing standards of the NYSE, and are each audit committee financial experts within the meaning of applicable SEC rules. The Audit Committee (i)(a) appoints the Company’s independent accountants, (ii)(b) reviews and approves any major change in the Company’s accounting policies, (iii)(c) reviews the scope and results of the independent audit, (iv)(d) reviews and considers the independence of the accountants, (v)(e) reviews the effectiveness of the Company’s internal audit procedures and personnel, (vi)(f) reviews the Company’s policies and procedures for compliance with disclosure requirements concerning conflicts of interest and the prevention of unethical, questionable or illegal payments and (vii)(g) makes such reports and recommendations to the Board of Directors as it may deem appropriate. The Audit Committee held ninesix formal meetings during the last fiscal year, all of which were attended by the Company’s independent auditors. At such meetings, the Audit Committee discussed the scope and results of the annual audit and issues of accounting policy and internal controls.

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     The Compensation Committee is currently composed of fourthree directors who are not officers or employees of the Company: Terry Hermanson (Chairman), Ian M. Cumming, Paul J. Flaherty and(Chairman), Gennaro J. Fulvio.Fulvio and Terry Hermanson. Each member of the Compensation Committee has been determined by the Board of Directors to meet

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the NYSE’s standards for independence. These same directors also serve as members of the Plan Committee and the Option Plan Committees. The Compensation Committee (i) provides assistance to the Board of Directors in discharging the Board of Directors’ responsibilities relating to management organization, performance, compensation and succession and (ii) makes such recommendations to the Board of Directors as it deems appropriate. During fiscal year 2011,2012, the Compensation Committee and the Option Plan Committee held seven formal meetings.

     The Nominating and Corporate Governance Committee is currently composed of fourthree directors who are not officers or employees of the Company: Scott J. Goldman (Chairman), Paul J. Flaherty Gary S. Gladstein and Joseph S. Steinberg.Terry Hermanson. Each member of the Nominating and Corporate Governance Committee has been determined by the Board of Directors to meet the NYSE’s standards for independence. The Nominating and Corporate Governance Committee is responsible for the recommendation to the Board of Directors of director nominees for election to the Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for recommending committee assignments and responsibilities to the Board of Directors, overseeing the evaluation of Board of Directors and management effectiveness, developing and recommending to the Board of Directors corporate governance guidelines, and generally advising the Board of Directors on corporate governance and related matters. The Nominating and Corporate Governance Committee held fivefour formal meeting during fiscal year 2011.2012.

     The Board of Directors has currently implemented a leadership structure that separates the role of the Chief Executive Officer and the Chairman of the Board. The Board has determined that having an independent director serve as non-Executive Chairman of the Board is in the best interest of shareholders at this time. The Company believes that this structure currently assists the independent directors in the oversight of the Company and facilitates participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.

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     The Board of Directors is actively involved in oversight of risks that could affect the Company. The full Board of Directors has retained the responsibility for general oversight of risks, but the Audit Committee primarily oversees those risks that may directly or indirectly impact the Company’s financial statements. The Board of Directors receives reports directly from officers responsible for

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oversight of particular risks within the Company, as well as full reports by the chair of the Audit Committee regarding the Audit Committee’s considerations and actions. The Board believes that through such open communication and access to information, it can sufficiently manage the risks facing the Company. The Board of Director’s administration of its risk oversight function has not affected the Board’s leadership structure.

CORPORATE GOVERNANCE

     The Company operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance. In July 2002, Congress passed the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) which, among other things, established, or provided the basis for, a number of new corporate governance standards and disclosure requirements. In addition, following the passage of Sarbanes-Oxley, the NYSE adopted changes to its corporate governance and listing requirements.

Director Independence

     The standards relied upon by the Board of Directors in affirmatively determining whether a director is “independent,” in compliance with the rules of the NYSE, are comprised, in part, of those objective standards set forth in the NYSE rules, which generally provide that (a)(i) a director who is an employee, or whose immediate family member (defined as a spouse, parent, child, sibling, father- and mother-in-law, son- and daughter-in-law and anyone, other than a domestic employee, sharing the director’s home) is an executive officer of the Company, would not be independent for a period of three years after termination of such relationship; (b)(ii) a director who has received, or whose immediate family member has received, during any twelve-month period within the last three years, more than $120,000 per year in direct compensation from the Company, except for certain permitted payments, would not be independent; (c)(iii) a director or an immediate family member who

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is a current partner of a firm that is the Company’s internal or external auditor, a director who is a current employee of such a firm, a director who has an immediate family member who is a current employee of such a firm and who personally works on the Company’s audit, or a director or an immediate family

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member who was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time would not be independent; (d)(iv) a director or an immediate family member who is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on the other company’s compensation committee would not be independent; and (e)(v) a director who is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, would not be independent. In addition to these objective standards and in compliance with NYSE rules, no director will be considered independent who has any other material relationship with the Company that could interfere with the director’s ability to exercise independent judgment. The Board of Directors exercises appropriate discretion in identifying and evaluating the materiality of any relationships directors may have with the Company.

     The Board of Directors, in applying the above-referenced standards and after considering all of the relevant facts and circumstances, has affirmatively determined that the Company’s current “independent” directors are: Ian M. Cumming, Alexander P. Federbush, Paul J. Flaherty, Gennaro J. Fulvio, Gary S. Gladstein, Scott J. Goldman and Terry Hermanson and Joseph S. Steinberg.Hermanson. In the course of the Board of Director’s determination regarding the independence of each non-management director, the Board considered for:

• Mr. Flaherty, the fact that the Company has utilized certain services ofAon and its affiliates, but recognizing the arms’ length nature of suchtransactions, the absence of any managerial role or specific pecuniaryinterest of Mr. Flaherty in such matters, and the de minimis percentagesuch transactions represented in respect of the annual revenues and assetsofassetsof each of those companies; and
  
• Mr. Goldman, the fact that Mr. Goldman is married to the niece ofHarvey L. Karp, the former Chairman of the Board, but recognizing thedistance of this relationship.
  
• Messrs. Cumming and Steinberg, the fact that Messrs. Cumming andSteinberg serve in various capacities at Leucadia and its affiliates, a 27.3%stockholder of the Company, but recognizing that such service alone doesnot compromise their independence from the Company’s management.companies.

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Independent Directors

• A majority of the members of the Company’s Board of Directors havebeen determined to meet the NYSE’s standards for independence. See“See“Director Independence” above.
   
• The Company’s Corporate Governance Guidelines provide that theCompany’s non-management directors shall hold annually at least twoformal meetings independent from management. The non-managementdirectors will choose a non-management director, as appropriate, to presideattopreside at these executive sessions of the Board of Directors.

Audit Committee

• All members of the Audit Committee have been determined to meet thestandards of independence required of audit committee members by theNYSEtheNYSE and applicable SEC rules. See “Director Independence” above.
   
• In accordance with the rules and regulations of the SEC, the aboveparagraph regarding the independence of the members of the AuditCommittee shall not be deemed to be “soliciting material” or to be “filed”with the SEC or subject to Regulation 14A or 14C of the Exchange Actor to the liabilities of Section 18 of the Exchange Act and shall not bedeemed to be incorporated by reference into any filing under the SecuritiesAct of 1933, as amended (the “Securities Act”), or the Exchange Act,notwithstanding any general incorporation by reference of this ProxyStatementProxyStatement into any other filed document.
   
• The Board of Directors has determined that all members of the AuditCommittee are financially literate. Further, the Board of Directors hasdetermined that Gary S. Gladstein and Gennaro J. Fulvio each possessaccounting or related financial management expertise, within the meaningof the listing standards of the NYSE, and are each audit committee financialcommitteefinancial experts within the meaning of applicable SEC rules.
   
• Ernst & Young LLP, the Company’s independent auditors, reports directlytodirectlyto the Audit Committee.
   
• The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 and theandthe rules adopted thereunder, meets with management and the Company’s independentCompany’sindependent auditors prior to the filing of officers’ certifications with the

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with the SEC to receive information concerning, among other things, significant deficiencies in the design or operation of internal control over financial reporting.

• The Audit Committee has adopted procedures for the receipt, retention andtreatment of complaints by Company employees regarding the Company’saccounting, internal accounting controls or auditing matters.

 
• The Audit Committee operates under a formal charter adopted by theBoard of Directors that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’swebsite at www.muellerindustries.com or may be requested in print byany shareholder.

Compensation Committee

• All members of the Compensation Committee have been determined tomeet the NYSE standards for independence. See “Director Independence”above.
  
• The Compensation Committee operates under a formal charter adopted bythe Board of Directors that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s websiteCompany’swebsite at www.muellerindustries.com or may be requested in print by any shareholder.

Compensation Committee

• All members of the Compensation Committee have been determinedto meet the NYSE standards for independence. See “DirectorIndependence” above.
  
• The Compensation Committee operates under a formal charter adopted by the Board of Directors that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website at www.muellerindustries.com or may be requested in print by anybyany shareholder.

Nominating and Corporate Governance Committee

• All members of the Nominating and Corporate Governance Committeehave been determined to meet the NYSE standards for independence. See“See“Director Independence” above.
   
• The Nominating and Corporate Governance Committee recommends tothe Boardto theBoard of Directors as director nominees individuals of establishedpersonal andestablished personaland professional integrity, ability and judgment, and who arechosen with theare chosen withthe primary goal of ensuring that the entire Board of Directorscollectively servesDirectors collectivelyserves the interests of the Company’s stockholders. Dueconsideration isDue considerationis given to assessing the qualifications of potential nomineesand any potentialnominees and anypotential conflicts with the Company’s interests. The Nominatingand CorporateNominating andCorporate Governance Committee also assesses the contributions of

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of the Company’s incumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, the Committee members take into account such factors as they determine appropriate, including recommendations made by the Board of Directors.

• Under its charter the Nominating and Corporate Governance Committeeconsiders whether the viewpoint, professional experience, education, skilland other individual qualities and attributes of any potential nomineewould contribute to the diversity of the Board as a whole. In addition,when considering Board diversity, the Committee will not exclude anypotential Board nominee from consideration based on age, gender, race,color of skin, ethnic origin, political affiliation, religious preference, sexualorientation, country of origin, physical handicaps or any other category.
  

The Nominating and Corporate Governance Committee considers andassessesand assesses the implementation and effectiveness of its diversity policy inconnectionin connection with Board nominations annually to assure that the BoardcontainsBoard contains an effective mix of individuals to best advance the Company’slong-term business interests.

• Once the Nominating and Corporate Governance Committee hasidentified prospective nominees, background information is elicitedabout theelicited aboutthe candidates, following which they are investigated, interviewedand evaluatedinterviewed andevaluated by the Committee which then reports to the Boardof Directors.
   
• The Nominating and Corporate Governance Committee operates under aformal charter adopted by the Board of Directors that governs its dutiesand standards of performance. Copies of the charter can be obtained freeof charge from the Company’s website at www.muellerindustries.com ormay be requested in print by any shareholder.

     The Nominating and Corporate Governance Committee does not consider individuals nominated by stockholders for election to the Board. The Board believes that this is an appropriate policy because the Company’s Bylaws allow a qualifying stockholder to nominate an individual for election to the Board.Board, which proposal can be brought directly before a meeting of stockholders, as described below. In order for a qualifying stockholder to nominate an individual to the Board, written notice of such stockholder’s intent to make such nomination must be received by the Secretary of the Company at the Company’s principal place of business (8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125) not less than 60 days and not more

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and not more than (i) with respect to an election to be held at an annual meeting of stockholders, 90 days prior to the anniversary date of the immediately preceding annual meeting (unless the annual meeting date is advanced by more than thirty days or delayed by more than sixty days, in which case different deadlines apply) and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than 90 days prior to the special meeting and not later than the later of (a) 60 days prior to such special meeting or (b) the tenth day following the day on which public announcement is first made of the date of the special meeting, provided that in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Company at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary of the Company not later than the tenth day following the day on which such public announcement is first made by the Company. To be a qualifying stockholder, the stockholder must be a stockholder of record at the time the notice was delivered to the Secretary of the Company. Each such notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A (or successor provisions) under the Exchange Act, including such person’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected; (b) as to any other business that the stockholder desires to be brought before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner and (ii) the class and number of shares of Common Stock which are owned beneficially and of record by such stockholder and such beneficial owner. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. See “Stockholder Nominations for Board Membership and Other Proposals for 20132014 Annual Meeting.”

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Compensation Committee Interlocks and Insider Participation

     During fiscal year 2011, Terry Hermanson,2012, Ian M. Cumming, (appointed November 3, 2011),Terry Hermanson, Paul J. Flaherty and Gennaro J. Fulvio served on the Compensation Committee. On September 23, 2012, and in connection with the Company’s repurchase of shares of common stock (the “Repurchase”) from Leucadia National Corporation (“Leucadia”), Mr. Cumming resigned as a member of the Compensation Committee. No member of the Compensation Committee was, during fiscal year 2011,2012, an officer or employee of the Company or was formerly an officer of the Company. In addition, no member of the Compensation Committee, during fiscal year 2011,2012, had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K except for Mr. Cumming, who iswas the Chairman and Chief Executive Officer of Leucadia, which is a party to that certain Standstill Agreement with the Company as more fully described in Note 16 to the table under the heading “Ownership of Common Stock By Directors and Executive Officers and Information About Director Nominees”.Leucadia. No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of the Company’s directors served as an executive officer at any time during fiscal year 2011.2012.

Corporate Governance Guidelines

• The Company has adopted a set of Corporate Governance Guidelines,including specifications for director qualification and responsibility,director access to officers and employees, director compensation,director orientation and continuing education and the annual performanceevaluation of the Board of Directors.

 
• Copies of the guidelines can be obtained free of charge from the Company’swebsite at www.muellerindustries.com or may be requested in print byany shareholder.

Code of Business Conduct and Ethics

• The Company has adopted a Code of Business Conduct and Ethics, whichis designed to help officers, directors and employees resolve ethical issuesin an increasingly complex business environment. The Code of BusinessConduct and Ethics is applicable to all of the Company’s officers, directorsand employees, including the Company’s principal executive officer,principal financial officer, principal accounting officer or controller andothercontrollerand other persons performing similar functions. The Code of Business

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Conduct and Ethics covers topics, including but not limited to, conflicts of interest, confidentiality of information and compliance with laws and regulations.

• Waivers from the Code of Business Conduct and Ethics are discouraged.Any waivers from the Code of Business Conduct and Ethics that relateto the Company’s directors and executive officers must be approved bythe Board of Directors and will be posted on the Company’s website atatwww.muellerindustries.com.www.muellerindustries.com.
   
• Copies of the Code of Business Conduct and Ethics can be obtained freeof charge from the Company’s website at www.muellerindustries.com ormay be requested in print by any shareholder.

Policies and Procedures for Approval of Related Party Transactions

     Related party transactions may present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. Management carefully reviews all proposed related party transactions (if any), other than routine banking transactions, to determine if the transaction is on terms comparable to terms that could be obtained in an arms-length transaction with an unrelated third party. Management reports to the Audit Committee and then to the Board of Directors on all proposed material related party transactions. Upon the presentation of a proposed related party transaction to the Audit Committee or the Board, the related party is excused from participation in discussion and voting on the matter.

Directors’ Attendance at Annual Meetings of Stockholders

     It is the policy of the Company’s Board of Directors to expect that all directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance with the Chairman of the Board. All members of the Board of Directors attended the Company’s 20112012 Annual Meeting of Stockholders, with the exception of Messrs. Cumming and Steinberg, who were appointed to the Board in September 2011.Stockholders.

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Communication With the Board of Directors

     Any stockholder or interested party who wishes to communicate with the Board of Directors, or specific individual directors, including the non-management directors as a group, may do so by directing a written request addressed to such directors or director in care of the Chairman of the Nominating and Corporate

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Governance Committee, Mueller Industries, Inc., 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125. Communication(s) directed to members of the Board who are not non-management directors will be relayed to the intended Board member(s) except to the extent that it is deemed unnecessary or inappropriate to do so pursuant to the procedures established by a majority of the independent directors. Communications directed to non-management directors will be relayed to the intended Board member(s) except to the extent that doing so would be contrary to the instructions of the non-management directors. Any communication so withheld will nevertheless be made available to any non-management director who wishes to review it.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

    This Compensation Discussion and Analysis provides an overview of how our named executive officers were compensated in 2011,2012, as well as how this compensation furthers our established compensation philosophy and objectives.

     As discussed more fully below, we believe in a pay for performance philosophy, such that a material portion of a named executive officer’s compensation is dependent upon the achievement of both short-term and long-term strategic and financial performance. For 2011,2012, we continued to reward named executive officers in a manner consistent with this philosophy by setting annual incentive targets forbased on the Company’s achievement of EBITDA anda certain level of operating income. For the long-term component of compensation, we continued to grant equity awards, such that any long-term compensation opportunity will be directly tied to our stock performance.

     During 2011,New housing starts and commercial construction are important determinants of the Company’s performancesales and income. Residential construction activity improved substantially compared within 2012 but was still at relatively low levels. Commercial construction has also declined significantly in recent years. The Company has continued to be solidly profitable despite the prior year.recent downturns in many sectors of the economy. For 2011,2012, the Company’s operating income, excluding certain one-time items, increased $15.9decreased from $129.3 million in 2011 to $124.5 million in 2012, or 14%, to $129.3 million. Although overall industry shipments inapproximately four percent. In 2012, operating income exceeded incentive targets for many of our core product lines remain at approximately halfbusinesses,

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of peak levels,although we continuedexceeded the targets by lesser amounts than in 2011. Accordingly, as compared to be solidly profitable throughout the recession and2011, non-equity incentive compensation decreased for our profitability targets for 2011 were exceeded. While our improvement in consolidated earnings resulted in an increase in annual incentive payouts to many of our employees, including certain named executive officers Mr. Rourke’s incentive compensation decreased from the prior year since the Industrial Products Division exceeded its operating income target by a lesser amount in 2011 than in the prior year.2012.

Compensation Policies and Objectives

     We believe in a pay for performance philosophy, such that the compensation of our executive officers is materially tied to both the short-term and long-term performance of the Company, considered in light of general economic and specific Company, industry, and competitive conditions. In light of this, we have designed our compensation programs for our executive officers to (i) motivate our executive officers to achieve certain strategic and financial goals and reward them for achieving such goals, (ii) align the long-term financial interests of our executive officers with those of our stockholders, (iii) encourage our executive officers to continue their service with the Company, and (iv) provide a means to attract additional talented executive officers when necessary.

Determination of Compensation

     The following individuals served as our named executive officers in 2011: (i) Harvey L. Karp, our former Chairman of the Board, who resigned from this position effective as of the close of business on December 31, 2011, (ii) Gregory L. Christopher, our Chief Executive Officer, (iii) Kent A. McKee, our Executive Vice President and Chief Financial Officer, (iv) James H. Rourke, the President of our Industrial Business, and (v) Gary C. Wilkerson, our Vice President, General Counsel and Secretary.

For 2011,2012, compensation for our Chairman of the Board and Chief Executive Officer was determined by our Compensation Committee. For 2011,2012, compensation decisions for our other named executive officers were made by our Compensation Committee after consideration of the joint recommendations of our Chairman of the Board and Chief Executive Officer. Our Compensation Committee meets at least annually to determine all elements of our named executive officers’ compensation, including base salary, annual incentive compensation, and long-term equity awards.

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Each element of compensation plays an important role in our compensation program, and we make compensation decisions regarding each element in the context of total compensation with a view to the aggregate value and effect of all other elements.

     In determining the levels of compensation, including the amount of base salary increases from year to year, if any, the target levels of the annual cash incentives and the amounts payable thereby at the end of each year, and the number and type of equity awards to be awarded, we generally do not rely on formulaic guidelines but rather maintain a flexible compensation program that allows us to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to attain certain strategic and financial goals and control cost. This requires that we consider subjective factors including

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(i) an executive officer’s performance against corporate objectives in recent years, (ii) the value of the executive officer’s skills and capabilities in supporting the long-term performance of the Company, (iii) performance of each executive officer’s specific management responsibilities, (iv) each executive officer’s contribution as a member of the executive management team, and (v) whether each executive officer’s total compensation potential and structure is sufficient to ensure the retention of the executive officer when considering the compensation potential that may be available elsewhere. As such, we make reasoned subjective determinations about compensation levels.

    In 2011, Mr. Karp’s compensation was determined based on his individual performance in (i) setting the strategic direction of the Company; (ii) providing advice and counsel to management including the Chief Executive Officer, Chief Financial Officer, and General Counsel; (iii) participating in management meetings; (iv) meeting with management and principals of businesses regarding possible business combinations; and (v) monitoring financial, legal and regulatory matters. His incentive compensation was determined by the Company meeting specific, adjusted EBITDA targets, as discussed below under the heading under the heading “Annual Incentive Compensation.”

     In 2011,2012, Mr. Christopher’s compensation was determined based on his successful management of the day-to-day activities of the Company and its subsidiaries, including but not limited to cost containment, manufacturing, purchasing, sales, marketing, distribution, finance, legal, and trade association activities. His incentive compensation was determined by the Company meeting specific adjusted operating income goals for the Company, as discussed below under the heading under the heading “Annual Incentive Compensation.”

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     In 2011,2012, Mr. McKee’s compensation was determined based on his strategic leadership of financial operations, which resulted in the strong financial position of the Company. HisDuring the term of his employment in 2012, his duties include, but are not limited to,included day-to-day management of corporate accounting, finance, credit, tax, business development, shared services and investor relations. On October 26, 2012, Mr. McKee stepped down from his positions with the Company to pursue other opportunities, as discussed more fully below under “—Elements of Compensation—Separation Agreement with Mr. McKee.” Consistent with the terms of his separation agreement, Mr. McKee’s annual bonus in respect of the 2012 fiscal year was determined in accordance with the terms of our 2012 annual incentive program, without regard to his termination. His incentive compensation was determined by the Company meeting specific consolidatedadjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

     In 2012, Mr. Martin’s compensation was determined based on his participation in the ongoing search and analysis of business opportunities, during his term as Vice President – Corporate Development, and day-to-day management of corporate accounting, finance, credit, tax, shared services and investor relations during his term

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as interim Chief Financial Officer. His incentive compensation was determined by the Company meeting specific adjusted operating income goals for the Company, as discussed below under the heading “Annual Incentive Compensation.”

    In 2011,2012, Mr. Rourke’sMoss’s compensation was determined based on his successful management of the Industrial Businesses,our retail products business, including, but not limited to cost containment,his expansion of product line offerings, favorable negotiation of supply chain agreements, and sales and marketing activities. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

     In 2012, Mr. Murdock’s compensation was determined based on his successful management of Engineered and HVACR Products, including, but not limited to sales, marketing, manufacturing, purchasing,engineering, new product development, supply chain, and industry association activities. His incentive compensation was determined by Engineered and HVACR Products meeting specific adjusted operating income targets as discussed below under heading “Annual Incentive Compensation.”

     In 2012, Mr. Sigloch’s compensation was determined based on his strategic leadership of the Company’s manufacturing and engineering activities and specifically the modernization of the Company’s core businesses which requires unique industry-specific know-how and his management of the Rod business including but not limited to sales, marketing, manufacturing, purchasing and trade association activities. His incentive compensation was determined by the Industrial BusinessesCompany meeting specific adjusted income targets, as discussed below under the heading under the heading “Annual Incentive Compensation.”

     In 2011, Mr. Wilkerson’s compensation was determined based on his management of the day-to-day activities of the Legal, Human Resources and Risk Management Departments and his successful resolution of, among other things, certain litigation, environmental and antidumping matters. His incentive compensation was determined by the Company meeting specific consolidated operating income targets, as discussed below under the heading under the heading “Annual Incentive Compensation.”

     In making compensation decisions, our Compensation Committee does not undertake any formal benchmarking or review any formal surveys of compensation for our competitors but rather relies on the members’ general knowledge of our industry, supplemented by advice from our Chairman and Chief Executive Officer based on theirhis knowledge of our industry in markets in which we participate. From time to time, we conduct informal analyses of compensation practices and our Compensation Committee may review broad-based third-party surveys to obtain a general understanding of current compensation practices.

     At our 20112012 Annual Meeting, we held our firstsecond annual non-binding stockholder advisory vote on executive compensation. As reported in the Company’s Form 8-K, filed on May 6, 2011,3, 2012, a substantial number of shares voted were in favor of the compensation of our named executive officers as disclosed in the proxy statement for the 20112012 Annual Meeting. The Compensation Committee believes

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that the vote confirms its view that the Company’s compensation programs are centered on a pay for performance philosophy and are appropriate and effective in creating value. Accordingly, the Compensation Committee made no direct changes to the Company’s executive compensation program as a result of the vote. Our Compensation Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions.

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     In addition, a substantial number of our shares voted were in favor of holding the non-binding stockholder advisory vote on executive compensation on an annual basis. Although the Board of Directors had recommended holding this vote every three years, the Board of Directors subsequently determined that it would follow the stockholders’ recommendation and hold the non-binding stockholder advisory vote on executive compensation on an annual basis.

Elements of Compensation

    Our compensation program for our named executive officers is composed of six elements: (i) base salary, (ii) traditional benefits, (iii) annual incentive compensation, (iv) long-term equity incentive compensation, (v) perquisites, and (vi) for our Chief Executive Officer, post-employment and change-incontrolchange-in-control compensation. Each element of compensation plays an important part in our overall compensation policies and objectives. Additionally, we entered into a special agreement with Mr. Karp in 2011 that provided him with a one-time special bonus if he remained employed through December 15, 2011 (as described in more detail below).

Base Salary and Traditional Benefits

     We provide base salary and traditional benefits such as group health, disability, and life insurance benefits, as well as matching contributions to our 401(k) plan, (except for Mr. Karp), as a means of providing a base level of compensation for services performed, to encourage the continued service of our executive officers and to attract additional talented executive officers when necessary. Salaries paid to our named executive officers are set forth in the Summary Compensation Table for 2011.2012. Base salary adjustments are determined by making reasoned subjective determinations about current economic conditions such as general wage inflation as well as the executive’s qualifications, experience, responsibilities, and past performance. For 2011,2012, base salary increases ranged from 4.8%1.3% to 8.1%6.9% for our named executive officers, excluding Mr. Karp, whose salary has remained unchanged since 2006.officers. These adjustments were effective as of March 14, 2011.26, 2012.

Annual Incentive Compensation

     Each of our named executive officers received annual incentive compensation in 2011,2012, based upon the Company’s actual performance for the period relative to the pre-established targets (as described below). Consistent with past practices, Mr. Karp’s annual incentive compensation was based upon adjusted EBITDA (earnings before

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interest, taxes, depreciation and amortization), and the other named executive officers’ annual incentive compensation was based upon adjusted operating income targets. The Compensation Committee’s intent was that the incentive compensation payable to Messrs. Karp,Mr. Christopher and McKee will qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, with awardshis award being made under the Company’s 2011 Annual Bonus Plan.

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    For 2011,2012, the Compensation Committee established performance targets for the year in January, 2011. For Mr. Karp,2012. We calculated the Compensation Committee established graduated EBITDA targets that ranged from $92 million (earning zero incentive) to $157 million (earning a 200% incentive) with a maximum incentive of $2,500,000; the actual earned percentages applied to base salaryawards for determination of the award were linear for actual EBITDA results between the graduated scale. Actual performance resulted in the maximum payment under the plan for 2011 to Mr. Karp.

     For all other employees, including our named executive officers we calculated the awards by multiplying the employee’s actual base salary paid during the year, by the employee’s incentive grade level factor, which in turn, is multiplied by a consolidated Company and/or operating unit performance factor each of which was set by our Compensation Committee at the beginning of the fiscal year. The incentive grade level factor for the named executive officers was established at 100% for Messrs. Christopher McKee, and Rourke, andMcKee, at 75% for Messrs. Moss and Murdock, 60% for Mr. Wilkerson.Martin, and at 70% for Mr. Sigloch. Mr. Sigloch’s incentive grade level factor of 70% reflects a blended rate, as his incentive grade level factor was increased from 60% to 75% mid-year. Based upon the recommendation of Mr. Christopher, the Compensation Committee established operating income of $93$115 million subject to certain adjustments, as the consolidated Company performance factor, which applied to Messrs. Christopher, McKee, Martin, Moss and Wilkerson,Sigloch, and established $48$12.7 million subject to certain adjustments, as the IndustrialEngineering Products Division performance factor, which applied to Mr. Rourke.Murdock. The Company and operating unit performance factors are subject to increase by 2 percentage points for each 1 percentage point that actual performance exceeds the target (capped at 200% for Messrs. Christopher McKee, and RourkeMcKee and capped at 150% for Mr. Wilkerson)Messrs. Martin, Moss, Murdock, and Sigloch), and decreased by 3 percentage points for each 1 percentage point that actual performance is less than the target. As a result of 20112012 performance, the payments to Messrs. Christopher and McKee were 193%110% (100% grade level factor times 193%110% performance factor), for Mr. RourkeMoss was 164% (100%82.5% (75% grade level factor times 164%110% performance factor), for Mr. Sigloch was 77% (70% grade level factor times 110% performance factor), for Mr. Martin was 66% (60% grade level factor times 110% performance factor), and for Mr. WilkersonMurdock was 113%84% (75% grade level factor times 150%112% performance factor).

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Special One-Time Bonus Award

     In 2011,2012, in addition to receiving annual incentive compensation, the Company entered into a letter agreement with Mr. Karp pursuant to which Mr. Karp became entitled to a special bonusMessrs. Christopher, Martin and Moss received discretionary incentive compensation awards of $350,000, $40,000 and $40,000, respectively. These discretionary awards were paid in an amount equal to $2,000,000 based on his continued employment with the Company through December 15, 2011. The special bonus is payable on the earlierrecognition of (i) the calendar year following Mr. Karp’s separation fromeach recipient’s successful completion of their duties and responsibilities and their outstanding service, (subject to a six-month delay)leadership and (ii) the occurrence of a change in control. Mr. Karp’s special bonus was paid to retain Mr. Karp’s services through December 15, 2011 and to make Mr. Karp whole for bonuses he voluntarily elected to forego in prior years. The Compensation Committee felt it appropriate to reward Mr. Karp for his exceptional service and unwavering commitment to the well-being of the Company, even to his personal detriment.Company.

Long-Term Equity Incentive Program

     Our long-term equity incentive compensation rewards our named executive officers for achievement of our long-term financial success as measured by our stock price. As such, it aligns the financial interests of our named executive officers

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with our stockholders and rewards our named executive officers for increased stockholder value. Historically, we have granted restricted stock options to our named executive officers, although in 2009 we adopted, and our shareholders approved, the 2009 Stock Incentive Plan which provides for the grant of a variety of stock-based awards and cash incentive awards.as discussed below. Generally, our equity incentive awards have been granted subject to three- or five-year vesting schedules, which we believe rewards outstanding service by our named executive officers and provides us with an effective mechanism to incentivize our named executive officers to achieve long-term financial success for the Company, to provide a strong retention incentive, and to align the interests of our named executive officers with the long-term interest of our shareholders.

    Long-term equity incentive awards to our named executive officers, other than our Chairman of the Board and our Chief Executive Officer, are typically granted annually by our Compensation Committee based on the recommendations of our Chief Executive Officer and Chairman of the Board.Officer. Long-term equity incentive awards to our Chief Executive Officer are granted annually based on the recommendationsdeterminations of our Chairman of the Board. Our Chairman of the Board does not receive long-term equity incentive compensation.Compensation Committee. In recent years, it has been the

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Company’s practice to issue long-term equity incentive awards to certain executives and other employees in late July following release of the Company’s second quarter and six-month operating results. In view of our stock’s performance during the economic recession, the Compensation Committee concluded that restricted stock provided a better method to retain and reward our executives. In determining which named executive officers should receive restricted stock awards during 2011,2012, and the size of these awards, our Compensation Committee made reasoned subjective determinations based upon the performance of the named executive officers, the importance of retaining their services, and their role in helping us attain our long-term goals. There was no set formula for the granting of awards to individual named executive officers. In 2011,2012, we granted shares of restricted stock to our named executive officers covering an aggregate of 66,00078,000 shares, which vest (i) in the case of Mr. Martin, 50% on the third anniversary of the date of grant, and 25% per year on each of the fourth and fifth anniversaries of the date of grant, or (ii) in the case of the other named executive officers, 20% per year on each of the first five anniversaries of the date of grant, subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability, or, in the case of Messrs. Christopher and McKee only, by us without cause or by the executive officer for good reason. We also amended the vesting schedule applicable to shares of restricted stock that were granted to Messrs. Christopher and McKee in 2009 and 2010 to provide for earlier vesting in connection with a change in control or a termination of employment due to death, disability, by us without cause or by the executive officer for good reason. Given the importance of long-term equity incentive awards in our compensation program, the Compensation Committee believed that it was appropriate to provide for accelerated vesting to

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compensate our executive officers for their contributions to the Company and to provide them with assurance that they will not be disadvantaged with respect to their equity awards in the event of a change in control or an involuntary termination of employment. Our named executive officers did not receive option awards in 2011.

Perquisites

    We offer certain perquisites to our named executive officers, which we view as an added element of our executive compensation program designed to attract, retain and reward our named executive officers. The perquisites we provided in fiscal 20112012 were as follows: estate and tax planning, certain club memberships, Company incentive trips, personal use of our Company airplane, car allowances, spousal travel reimbursements, executive physicals and reimbursement of the income tax gross-ups. In addition, Mr. Karp received an award consisting of a watch valued at $25,092 in recognition of his service of 20-years as Chairman of the Board.

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liabilities associated with certain perquisites. Estate and tax planning is provided to certain named executive officers to complement our various compensation elements for the purpose of ensuring the named executive officers understand the complexity of the long-term equity incentives and are thereby able to maximize the value of such benefits. We provide certain club memberships in part to facilitate networking with and entertainment of our business clients. Because of the nature of such memberships, our named executive officers gain some personal benefits. We offer Company incentive trips to reward top achievers in our organization. We maintain a Company-owned airplane primarily to provide efficient transportation to certain employees and customers for business travel. From time to time, when our plane is not being used for business purposes, we allow certain named executive officers to use the plane for personal travel. In addition, the Company provides gross-up payments as reimbursement of the income tax for certain perquisites, such as Mr. Karp’s service award or the taxable value to the executive of spousal travel to Company functions.

Post-Employment and Change-in-Control Compensation

     We are party to an employment agreementsagreement with each of Messrs. Karp, Christopher and McKee.Mr. Christopher. When entered into, these agreements werethis agreement was thought to be in line with market practice and enabled us to be competitive and retain our top executives. In addition, we are party to a consulting agreement with Mr. Karp, which became effective upon the termination of his employment agreement on December 31, 2011. We entered into Mr. Karp’s agreement to provide us with protection against competition from Mr. Karp and a transition period following his termination of employment during which he will continue to provide limited services and be available for consultation with respect to his unique industry and Company specific knowledge as needed to allow a smooth transition with his successor and minimize, to the extent possible, any succession difficulties.

talent. As discussed below under the heading “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table - Employment and Consulting Agreements,Agreement,” the agreements provideagreement provides that our named executive officersChief Executive Officer will be entitled to receive certain severance payments and benefits upon a resignation for “good reason,” a termination without “cause” (as each is defined in the employment/consulting agreements)employment agreement), or solely with respect to the employment agreements, upon a resignation in connection with a “change in control” (as defined in the employment agreements)agreement). We provide this ability to resign following a change in control as an added incentive and reward for the executives to remain employed

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for Mr. Christopher to remain employed through the consummation of the change in control and to ensure the completion of such event which should ultimately deliver value to our stockholders. As discussed below under “—Compensation Decisions Relating to 2013—Amendment to Mr. Christopher’s Employment Agreement,” in February 2013, Mr. Christopher voluntarily waived his right to the excise tax gross-up protections previously provided for in his employment agreement. Our employment agreement with Mr. Christopher also provides us with a certain level of protection against competition and solicitation of customers and employees if his employment is terminated. These restrictive covenants exist to protect our business, as Mr. Christopher has longstanding relationships with a number of our customers.

Separation Agreement with Mr. McKee

    On November 7, 2012, we entered into a separation agreement with Mr. McKee, pursuant to which Mr. McKee agreed to remain available to provide transition assistance to us through the filing of our annual report on Form 10-K for the fiscal year ending December 29, 2012. Pursuant to the separation agreement, in consideration for these services and Mr. McKee’s agreement to execute a customary general release of claims in our favor and to be bound by customary noncompete and nonsolicit covenants that will apply through July 28, 2014, Mr. McKee will be entitled to receive certain severance payments and benefits in connection with his separation, as discussed below under “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table – Separation Agreement with Mr. McKee.” We entered into this agreement with Mr. McKee to provide an added incentive for Mr. McKee to remain available to assist us through the filing of our Form 10-K. In addition, the separation agreement with Mr. McKee provides us with a certain level of protection against competition and solicitation of customers and employees.

Compensation Decisions Relating to 2013

Amendment to Mr. Christopher’s Employment Agreement

     On February 14, 2013, the Company and Mr. Christopher executed an amendment to Mr. Christopher’s employment agreement. At the request of Mr. Christopher and without any additional consideration, the amendment eliminated his right to receive excise tax gross-up payments in the event that excise taxes would be imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, or any other similar tax would be imposed.

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2013 Appointments

    Effective February 14, 2013, Mr. Martin was appointed to serve as the Company’s Chief Financial Officer. Prior to this appointment, Mr. Martin served as interim Chief Financial Officer since October 26, 2012, following Mr. McKee’s separation. Effective January 1, 2013, Messrs. Murdock and Sigloch were appointed to serve as the Company’s President - Fabricated Products and President - Extruded Products, respectively. Prior to these appointments, Messrs. Murdock and Sigloch served as the President - Engineered Products Division of the Company and as the Corporate Vice President - Engineering and Manufacturing of the Company, respectively.

Tax Considerations

     Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to each of our Chief Executive Officer and our nextthe four most highly paidother highest-paid executive officers.officers employed at the end of that company’s fiscal year. Qualifying “performance-based compensation” is not subject to this deduction limitation if certain requirements are met. In May 2011, our stockholders at our Annual Meeting approved the Mueller Industries, Inc. 2011 Annual Bonus Plan, and in May 2009, our stockholders at our Annual Meeting approved the 2009 Stock Incentive Plan. Compensation paid under these plans will qualify as performance-based compensation and thus will be fully deductible by us. Additionally, payment of Mr. Karp’s special bonus was intentionally delayed until such time as Mr. Karp would no longer be an executive officer of the Company to enable the Company to deduct this amount. Although the base salary compensation paid to Mr. Karp exceeds $1,000,000 and the amount in excess thereof is not deductible by us for tax purposes, we believe that the impact of this is immaterial and necessary to adequately compensate Mr. Karp in light of past and continuing contributions to the Company’s performance. We periodically review the potential consequences of Section 162(m) with respect to compensatory elements. In the future we may authorize other compensation payments to our named executive officers that do not comply with the exemptions in Section 162(m) if we judge that such payments are appropriate and in the best interests of the stockholders, after taking into consideration changing business conditions and/or any specific executive’s particular circumstances. This is consistent with our general compensation policy to remain flexible in order to address business and/or financial challenges as they present themselves.

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Compensation Risk Management

     In establishing compensation programs for the Company’s executive officers and non-executive employees, the Compensation Committee and senior management of the Company, respectively, consider the potential effect(s) of such programs on the Company, as well as whether such programs create appropriate incentives. The only

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component of employee compensation that might pose a risk of having an adverse effect is annual cash incentive compensation, which is intended to incentivize our employees to achieve short-term financial performance objectives, and ties a portion of an employee’s compensation to the achievement of such objectives. While annual cash incentive compensation encourages risk taking on the part of the Company’s employees in their efforts to achieve these objectives, the Company believes that the risk is well managed and the level of risk is acceptable. Moreover, certain senior management members have a substantial portion of their compensation in the form of equity awards that are long-term in nature. We believe this counter balances any motivation to unduly favor excessive short-term risk taking. We also believe that the applicable performance objectives create appropriate incentives for our employees from year-to-year. Risk is further reduced by the fact that annual cash incentives are awarded on a discretionary basis; any known excessive risk taking could result in a reduction or elimination of the annual payment. Furthermore, our Chief Executive Officer and Chief Financial Officer are subject to clawback provisions under the Sarbanes-Oxley Act of 2002.

    For these reasons we believe that our compensation policies and practices are not likely to have a material adverse effect on the Company.

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SUMMARY COMPENSATION TABLE FOR 20112012

     The following table shows compensation of our principal executive officer, our principal financial officer, our former principal financial officer and other named executive officers for the 2012, 2011, and 2010 fiscal years, as applicable.

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20112012 GRANTS OF PLAN BASED AWARDS TABLE

     The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers for the fiscal year ended December 29, 2012.

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Narrative Disclosure to Summary Compensation Table and Grant of Plan
Based Awards Table

Employment and Consulting Agreements

Harvey L. Karp

     We were party to an amended and restated employment agreementAgreement with Mr. Karp, dated September 17, 1997, as amended on June 21, 2004, February 17, 2005, October 25, 2007, and December 2, 2008. The term of the agreement ended on December 31, 2011. Pursuant to the agreement, Mr. Karp served as Chairman of the Board of Directors of the Company. Under the terms of the agreement, Mr. Karp received an annual base salary of at least $606,373 (to be adjusted upward annually at a rate at least commensurate with increases granted to other key executives) and a performance-based cash incentive payment. Mr. Karp was also entitled to receive reimbursement for reasonable business and travel expenses incurred in the performance of his duties and is also entitled to participate in all bonus, incentive, stock option, pension, disability and health plans and programs and all fringe benefit plans maintained by the Company in which senior executives participate.

     We are also party to an amended and restated consulting agreement with Mr. Karp, dated October 25, 2007, as amended on December 2, 2008, which became effective upon the termination of his employment agreement on December 31, 2011. The agreement provides that Mr. Karp will serve as an independent consultant and advisor to the Company for a period of six years on matters within his areas of expertise and for which he had responsibility during his employment with the Company, provided that he will not have to devote more than twenty hours per month to consulting services during the first four years of his consulting period nor more than ten hours per month during the last two years of his consulting period. In addition, during his consulting period, Mr. Karp agrees not to engage in competitive activity (as defined in the consulting agreement).

     As compensation, Mr. Karp is entitled to receive an annual consulting fee equal to (i) two-thirds of his “final base compensation” for the first four years of the consulting period and one-third of his final base compensation for the last two years of such period. The final base compensation for Mr. Karp is $2,000,000. In addition, during the consulting period, Mr. Karp is entitled to continue to participate in our health and medical benefit plans provided he bears the full cost of such participation, and the Company will pay to him an amount equal to his monthly cost of continuation coverage under COBRA for each month during the consulting period.

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     In the event that during the consulting period Mr. Karp’s consulting relationship is terminated by the Company without cause or Mr. Karp terminates his consulting relationship for good reason, Mr. Karp will continue to receive the amounts that would have been payable under the consulting agreement for the remainder of the consulting period. In addition, in such event, the Company will continue to provide the other benefits that would have been provided under the consulting agreement for the remainder of the consulting period. In the event that any payment would be subject to the excise tax imposed by the “golden parachute” regulations under the Internal Revenue Code, Mr. Karp will be entitled to a gross-up payment from the Company to cover such taxes.

Gregory L. Christopher

     We are party to an amended and restated employment agreement with Gregory L. Christopher, our Chief Executive Officer, dated October 30, 2008.2008, as amended on February 14, 2013. The agreement contains a rolling three-year term, which is automatically extended so that the unexpired term on any date is always three years, unless either party gives written notice of his or its intention not to extend the term. The agreement entitles Mr. Christopher to an annual base salary of $600,000 (to be adjusted upward annually at a rate commensurate with increases granted to other key executives) and discretionary cash incentive compensation in an amount consistent with the executive incentive compensation program which the Company establishes for other key executives. In addition, Mr. Christopher is entitled to receive reimbursement for reasonable business and travel expenses incurred in the performance of his duties and will participate in all bonus, incentive, stock option, pension, disability and health plans and programs and all fringe benefit plans maintained by the Company in which senior executives participate.

Mr. Christopher’s employment may be terminated by the Company without cause or by Mr. Christopher for good reason upon appropriate written notice. In either such event, Mr. Christopher will continue to receive his then-current base salary as if his employment had continued for the remainder of the then-current term and annual incentive compensation for the remainder of the then-current term equal to the average incentive compensation for the three calendar years immediately preceding the written notice of termination. In addition, all outstanding unvested Company stock options then held by Mr. Christopher will immediately vest and become exercisable and Mr. Christopher will continue to participate in our health

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plans and programs at his expense until he reaches age 65. In addition, we will pay Mr. Christopher an amount equal to the monthly cost of continuation coverage under COBRA until he reaches age 65.

     Mr. Christopher may resign voluntarily without good reason upon appropriate written notice. In such event, Mr. Christopher will be entitled to receive any accrued but unpaid base salary and, at the Company’s discretion, a bonus or incentive compensation for the calendar year in which his resignation without good reason occurs. The Company may terminate Mr. Christopher’s employment for cause upon appropriate written notice. In addition, if Mr. Christopher’s employment is

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terminated for cause or if Mr. Christopher voluntarily resigns for any reason other than good reason, his right to receive his base salary, incentive compensation and any other compensation and benefits to which he would otherwise be entitled under the agreement shall be forfeited as of the date of termination. Mr. Christopher may resign his employment for any reason following a change in control. In such event, the Company will pay to Mr. Christopher a lump sum amount equal to (i) his then-current base salary multiplied by the number of full and partial years remaining in the term of employment and (ii) his average annual incentive compensation for the three calendar years immediately preceding the date of termination multiplied by the number of full and partial years remaining in the term of employment. In addition, we will pay Mr. Christopher an amount equal to the monthly cost of continuation coverage under COBRA until he reaches age 65, and all outstanding unvested stock options then held by Mr. Christopher shall become immediately exercisable. InPrior to the event thatamendment of his employment agreement in February 2013, Mr. Christopher was entitled to a gross-up payment from the Company to cover any payment becomes subject to the excise tax imposed by the “golden parachute” regulations under the Internal Revenue Code,Code. The amendment to Mr. Christopher is entitledChristopher’s employment agreement eliminated this entitlement, as discussed above under “Compensation Discussion and Analysis—Compensation Decisions Relating to a gross-up payment from the Company2013—Amendment to cover such taxes.Mr. Christopher’s Employment Agreement.”

     Mr. Christopher’s employment agreement also subjects him to non-competition and non-solicitation covenants during the term of employment and ending on the 12-month anniversary following any termination of employment. Generally, the non-competition covenant prevents Mr. Christopher from engaging in activities that are competitive with the business of the Company in any geographic area in which the Company does business and the non-solicitation covenant prevents Mr. Christopher from soliciting or hiring any person who was a full-time employee of the Company during the 24-month period preceding the termination of his employment. Mr. Christopher’s employment agreement also contains standard confidentiality provisions.

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Kent A.Separation Agreement with Mr. McKee

     TheIn November 2012, the Company is party to an employmententered into a separation and release agreement with Kent A.Mr. McKee, the Company’s former Executive Vice President and Chief Financial Officer, dated October 17, 2002, as amendedOfficer. See the narrative discussion following the “Potential Payments Upon Termination or Change in Control” table for details on December 10, 2008. The agreement provides that Mr. McKee will serve as Vice President and Chief Financial Officer of the Company (Mr. McKee was subsequently appointed Executive Vice President on October 13, 2005) for a rolling three-year term. The agreement entitles Mr. McKee to receive an annual base salary of $240,000 (to be adjusted upward annually at a rate commensurate with increases granted to other key executives) and discretionary cash incentive compensation consistent with the executive incentive compensation program which the Company establishes for other key executives. In addition, Mr. McKee is to receive reimbursement for reasonable business and travel expenses incurred in the performance of his duties and will participate in all bonus, incentive, stock option, pension, disability and health plans and programs and all fringe benefit plans maintained by the Company in which senior executives participate. The terms of Mr. McKee’s employment agreement relating to the compensation and benefits to which he is entitled upon various terminations of employment (including gross-up payments) are identical to those contained in Mr. Christopher’s employment agreement, described above.this agreement.

     The Company does not have any other employment agreements with named executive officers. Except as set forth above, the Company has no compensatory plan or arrangement with respect to any named executive officer which would result in severance or change in control payments in excess of $100,000.- 36 -

2011 Annual Bonus Plan

     We maintain the 2011 Annual Bonus Plan, which was approved by our stockholders at our Annual Meeting in May 2011. The 2011 Annual Bonus Plan is designed to comply with the performance-based compensation exemption from Section 162(m) of the Code by providing certain employees of the Company with incentive compensation based upon achievement of pre-established performance goals. Our Compensation Committee administers the 2011 Annual Bonus Plan and is empowered to set performance goals and select participants that will be eligible to earn a bonus of incentive compensation based on the attainment of these pre-established performance goals.

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2009 Stock Incentive Plan

     We maintain the 2009 Stock Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2009. Our Compensation Committee administers the 2009 Stock Incentive Plan and is authorized to, among other things, designate participants, grant awards, determine the number of shares of Common Stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2009 Stock Incentive Plan and related award agreements. The 2009 Stock Incentive Plan reserves 750,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event.

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OUTSTANDING EQUITY AWARDS AT FISCAL 20112012 YEAR-END

     The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 29, 2012.