Director Attendance

As discussed above, the Board held 1210 meetings in fiscal ~~2016~~2017 and each director attended over ~~88%~~96% of the total number of meetings of the Board and its committees of which he or she was a member in fiscal ~~2016.~~2017. Each current director also attended the ~~2016 annual meeting~~2017 Annual Meeting of ~~stockholders.~~Stockholders.

Executive Sessions

Our non-employee directors meet at least quarterly in executive sessions at which ~~employee~~only non-employee directors ~~currently only our Chairman,~~ are ~~not~~ present. Our Lead Director presides at these sessions.

Board and Committee Evaluations

Each year, the ~~Board is required by~~Guidelines require the ~~Guidelines~~Board to conduct an evaluation of its own performance. Additionally, our committee charters require each of our committees to conduct an annual performance evaluation. The Governance Committee is responsible for overseeing the annual self-assessment process on behalf of the Board and its committees. Throughout the self-assessment process, the Governance Committee solicits comments from directors to ensure that the Board and its committees are functioning effectively. The Governance Committee reviews comments from each director to assess directors’ contributions to the Board, evaluate the Board’s

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contributions to the Company and identify areas for improvement in the Board’s performance. The Governance Committee submits its findings to the Board in an annual report discussing ways in which the Board and its committees can improve their key functions.

Board Risk Oversight

The Board maintains oversight responsibility for our management of risk and charges management with assessing and managing risk. Our internal control environment is designed to identify and manage risks and to facilitate communication with the Board. Our internal audit department, which reports to the Audit Committee, facilitates our enterprise risk assessment and ongoing enterprise risk management processes, in coordination with our legal and compliance functions, and regularly reports on risk-related issues to the Board and its committees to complement our strategic planning process. The Board and Audit Committee receive regular reports and updates from our legal and compliance functions. The Board also considers specific risk topics and receives regular reports from the heads of our principal ~~business~~businesses and corporate functions that include discussions of the risks and exposures involved in their respective areas of responsibility.

The Board executes its risk oversight function both as a whole and through delegation to committees. In particular:




	Audit Committee			Compensation Committee
	• Oversees risk management related to accounting and financial reporting, the audit process, internal control over financial reporting and disclosure controls and procedures • Oversees the internal audit function • Monitors legal and compliance issues and active matters			• Oversees risk management related to the risks and rewards associated with our compensation policies and practices • Oversees management development and succession planning across senior positions


	EHS Committee			Governance Committee
	• Oversees risk management related to risks directly related to the environment, health and safety areas			• Oversees risk management related to governance structure and processes and risks arising from related person transactions

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Related Person Transactions

The Governance Committee administers a written Related Person Transaction Policy that applies to any transaction or series of transactions in which we are a participant, the amount involved exceeds or may be expected to exceed $120,000 and a related person has a direct or indirect material interest. Under the policy, our General Counsel determines whether a transaction meets the requirements of a related person transaction requiring review by the Governance Committee. Transactions that fall within this definition will be referred to the Governance Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Governance Committee will decide whether or not to approve the transaction and will approve only those transactions that are in our best interests. In addition, the Board has delegated to the Chair of the Governance Committee the authority to pre-approve or ratify any transaction with a related person in which the aggregate amount involved is expected to be less than $500,000. We did not engage in any transaction during fiscal ~~2016,~~2017, and have no currently proposed transaction, in which the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest.

Compensation Committee Interlocks and Insider Participation

During fiscal ~~2016,~~2017, none of the members of the Compensation Committee was a former or current officer or employee of Mueller Water Products, Inc. or any of its subsidiaries or had any relationships requiring disclosure as a related person transaction. None of our executive officers serves or has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board or its Compensation Committee during fiscal ~~2016.~~2017.

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Communicating with the Board

Stockholders and other interested parties may communicate with any of our directors, including our Lead Director and the Chairs of our committees, or our independent directors as a group, on Board-related issues by writing in care of our Corporate Secretary at our principal executive office address: 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. Stockholders and other interested persons may also communicate with directors by sending an email message to boardofdirectors@muellerwp.com, or with the Audit Committee by sending an email message to auditcommittee@muellerwp.com. These procedures may change from time to time. Please visit our website at www.muellerwaterproducts.com for the most current means of contacting our directors.

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DIRECTOR COMPENSATION

The Compensation Committee is responsible for reviewing and considering any revisions to director compensation. With the assistance of its independent compensation consultant, the Compensation Committee reviews director compensation and compares it to director compensation paid by other companies in the peer group described under “Compensation Discussion and Analysis — Executive Compensation Program Overview — Peer Group Benchmarking and Total Compensation.”

The Board reviews the Compensation Committee’s recommendations and determines the final structure and amounts of director compensation. The Board has determined compensation for non-employee directors should comprise a mix of cash and equity-based awards. The Board believes the interests of directors are aligned with the interests of other stockholders by linking a significant portion of director compensation to Common Stock performance. Under our stock ownership guidelines, directors are required to hold at least 50% of the Common Stock acquired through equity-based awards until they own Common Stock equal in market value to at least ~~four~~five times their annual retainer. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Stock Ownership Guidelines” for more information. ~~As of the date of this Proxy Statement, none of our non-employee directors has sold Common Stock obtained through our equity compensation program.~~

Annual Retainer

Each non-employee director received an annual retainer of $55,000 for fiscal ~~2016.~~2017. Annual retainers are paid quarterly. In addition, the Chairs of the Audit Committee and Compensation Committee each received $15,000, while the Chairs of the Governance Committee and EHS Committee each received $7,500. Our Lead Director received $50,000 for serving in this capacity.

Meeting Fees

Each non-employee director received $1,500 for each Board or committee meeting attended during fiscal ~~2016,~~2017, except that our Lead Director, who is an ex officio member of each standing committee of the Board, receives no meeting fees. Meeting fees are paid monthly.

Equity-Based Awards

Our Amended and Restated 2006 Stock Incentive Plan (the “2006 Stock Plan”) provides that, on the date of each annual meeting of stockholders, we will grant equity-based awards with an economic value determined by the Compensation Committee to each non-employee director who is re-elected to the Board and has served as a director for at least six months. In addition, the 2006 Stock Plan provides that each director will receive an initial equity-based grant on the date on which he or she commences service as a director, the economic value and terms of which will be as determined by the Compensation Committee. The number of units equivalent to the economic value of those awards is ~~determined~~calculated by the Compensation Committee’s compensation consultant. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Role of Compensation Consultant in Compensation Decisions”.

On ~~February 26, 2016,~~January 25, 2017, each non-employee director received equity-based awards in the form of ~~10,344~~6,612 restricted stock units (“RSUs”). The outstanding RSUs vest in equal installments on the first, second and third anniversaries of the grant date.

Under our 2006 Stock Plan, once a participant becomes “retirement-eligible,” all outstanding and unvested equity-based awards automatically vest upon retirement. Each of our non-employee directors is ~~”retirement~~“retirement eligible”. ~~As such, all outstanding equity-based awards granted to directors prior to fiscal 2014 (see the table appearing on page 22) are deemed vested.~~ Commencing in fiscal 2014, all equity-based awards ~~to directors require a director who is or becomes “retirement-eligible” prior to an initial vesting date to~~participants must remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement from the Board, ~~though~~although the Compensation Committee may waive this minimum service requirement.

Mr. ~~Springer, our former Lead Director,~~Leonard retired from the Board at the ~~2016~~2017 Annual Meeting. At a January ~~2016~~2017 Board meeting, the Board awarded to Mr. ~~Springer~~Leonard an equity-based grant equal to ~~11,097~~6,612 shares of ~~common stock~~Common Stock in recognition of his many years of service to the ~~Board.~~Board and waived the minimum service requirement in connection with the award.

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Travel Expenses

We reimburse directors for their travel and related expenses in connection with attending Board and committee meetings and related activities.

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Director Compensation Summary

The following table shows fiscal ~~2016~~2017 compensation for our non-employee directors.

Fiscal 2016 Director Compensation Table
Fiscal 2017 Director Compensation Table							Fiscal 2017 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Name	Annual Retainer ⁽¹⁾	Meeting Fees	Total	Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)	Annual Retainer ($)⁽¹⁾	Meeting Fees ($)	Total ($)	Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Shirley C. Franklin	55,000	37,500	92,500	89,993	—	182,493	55,000	31,500	86,500	89,989	—	176,489
Thomas J. Hansen	55,000	43,500	98,500	89,993	—	188,493	55,000	39,000	94,000	89,989	—	183,989
Jerry W. Kolb	70,000	49,500	119,500	89,993	—	209,493	70,000	54,000	124,000	89,989	—	213,989
Joseph B. Leonard(3)	55,000	42,000	97,000	89,993	—	186,993	13,750	21,000	34,750	89,989	—	124,739
Mark J. O’Brien	106,250	31,500	137,750	89,993	—	227,743	105,000	18,000	123,000	89,989	—	212,989
Bernard G. Rethore	61,250	54,000	115,250	89,993	—	205,243	62,500	51,000	113,500	89,989	—	203,489
Neil A. Springer⁽³⁾	16,250	15,000	31,250	89,996	—	121,246
Lydia W. Thomas	62,500	31,500	94,000	89,993	—	183,993	62,500	34,500	97,000	89,989	—	186,989
Michael T. Tokarz ⁽⁴⁾	70,000	34,500	104,500	89,993	12,703	207,196	70,000	42,000	112,000	89,989	20,674	222,663


(1)	Includes fees earned as chair of a committee or as Lead Director.

(2)

Reflects the grant date fair value of the RSUs granted during fiscal ~~2016~~2017 computed in accordance with the stock-based compensation accounting rules described in Note 1011 of our fiscal ~~2016~~2017 consolidated financial statements, which are included in the ~~2016~~2017 Annual Report. Since all non-employee directors were retirement-eligible at the grant date, expense is recognized over one year from the date of grant.


(3)	Mr. ~~Springer~~Leonard retired from the Board at the ~~2016~~2017 Annual Meeting. In connection with Mr. ~~Springer’s~~Leonard’s retirement, all of his outstanding stock awards vested and became immediately exercisable.


(4)	Mr. Tokarz deferred the receipt of all director compensation fees earned in fiscal ~~2016~~2017 into ~~10,064~~8,992 stock equivalent shares of Common Stock. “All Other Compensation” represents amounts accrued on identical terms to dividends paid on Common Stock equal to the accumulated stock equivalent share balance. See “— Deferred Compensation” for more information.

The following table shows information related to option awards and stock awards made to our non-employee directors that were outstanding at September 30, ~~2016~~2017.

Option Awards Stock Awards

Name⁽¹⁾
Number of Securities Underlying Unexercised Options
(#)
Number of Shares or Units of Stock That Have Not Vested
(#)

Exercisable Unexercisable
Franklin 65,796
—
10,344

Hansen 58,999
—
10,344

Thomas 79,724
—
10,344

Each of Kolb, Leonard, O’Brien, Rethore and Tokarz 102,025
—
10,344



	Option Awards				Stock Awards
Name⁽¹⁾	Number of Securities Underlying Options (#)				Number of Shares or Units of Stock That Have Not Vested (#)
	Number of Securities Underlying Options (#)
	Exercisable		Unexercisable
Franklin		65,796		—		6,612
Hansen		58,999		—		6,612
Thomas		79,724		—		6,612
Kolb		55,084		—		6,612
O’Brien		89,425		—		6,612
Rethore		33,025		—		6,612
Tokarz		89,425		—		6,612

(1)

Each director is “retirement-eligible” under the 2006 Stock Plan. Commencing in fiscal 2014, all equity-based awards ~~to directors~~ require a grantee who is or becomes “retirement-eligible” prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement. ~~Accordingly, for~~For purposes of this table, ~~any~~all stock options and RSUs outstanding ~~on the date a director became retirement-eligible~~ are deemed vested.

Deferred Compensation

The Board adopted the Mueller Water Products, Inc. Directors’ Deferred Fee Plan, as amended, under which non-employee directors may elect to defer all or a portion of their directors’ fees. We make deferred payments in January of the year determined by the non-employee director pursuant to an election filed with our Corporate Secretary. The payments may be made in any calendar year not earlier than the year in which the participant has his or her 72^nd birthday or the year of the participant’s termination of his or her services as a director, with the

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payment made in cash in one, five, ten or fifteen annual installments as determined by the participating director in his or her election form. During fiscal ~~2016~~2017, Mr. Tokarz was the only non-employee director who participated in this plan. Mr. Tokarz’s deferred payments are maintained in a stock equivalent account.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis is intended to provide our stockholders with information about our fiscal ~~2016~~2017 compensation program for the following executive officers (collectively, “named executive officers” or “NEOs”):

Gregory E. Hyland, Executive Chairman and former President and Chief Executive Officer

Scott Hall, President and Chief Executive Officer

Evan L. Hart, Senior Vice President and Chief Financial Officer

Keith L. Belknap, ~~Senior~~Executive Vice President, Business Development, General Counsel and Chief Compliance ~~Officer; President of Mueller Technologies~~Officer

Gregory E. Rogowski, Executive Vice President, ~~of Mueller Co.~~Sales and Marketing

Marietta Edmunds Zakas, ~~Senior~~Executive Vice President, Strategy, Corporate Development and Communications

Fiscal 2017 Events

On January 6, 2017, we sold our former Anvil business. Neither the divestiture of Anvil nor its results of operations had any impact on the compensation of our NEOs for fiscal 2017. Accordingly, Anvil’s results of operations and metrics have been excluded from all financial and performance information related to compensation contained in this proxy statement.

Effective January 23, 2017, our Board appointed Scott Hall as our President and Chief Executive Officer. Mr. Hall joined us from Textron, Inc. where he most recently served as President and Chief Executive Officer of its Industrial segment. Mr. Hall succeeded Mr. Hyland, who assumed the role of Executive Chairman.

On February 15, 2017, we acquired Singer Valve, a manufacturer of automatic control valves. Neither the acquisition of Singer Valve nor its results of operations had any impact on the compensation of our NEOs for fiscal 2017. Accordingly, Singer Valve’s results of operations and metrics have been excluded from all financial and performance information related to compensation contained in this proxy statement.

On September 7, 2017, we announced a strategic reorganization and restructuring plan designed to accelerate our new product innovation and revenue growth. As a result of the reorganization, we will continue to report our financial performance based on two reportable segments. However, the names of these two segments have changed: Our Infrastructure segment was previously reported as “Mueller Co.” and our Technologies segment was previously reported as “Mueller Technologies”. The components of these two segments did not change.




~~2016 KEY ACCOMPLISHMENTS~~Highlights of 2017 Performance
In fiscal ~~2016,~~2017, we improved our operating performance and executed initiatives to return value to our stockholders.

	Strong Operating Results. We increased net sales 3.2% over the prior year to $826.0 million. Our operating income and net income in fiscal ~~2016~~2017 were ~~$120.6~~$100.7 million and ~~$63.9~~$123.3 million, respectively. Adjusted operating income from continuing operations improved ~~6.5% in fiscal 2016~~4.5% to ~~$146.8~~$121.9 million, from ~~$137.8~~$116.7 million in fiscal ~~2015.~~2016. Adjusted ~~net~~ income from continuing operations improved ~~13.3%~~17.1% to ~~$75.8~~$71.2, million from ~~$66.9 million.~~$60.8 million in the prior year.		~~Adjusted free cash flow improved 66% to $109.9 million from $66.2 million.~~
			Increased dividend ~~by 50%~~. We increased our quarterly dividend per share to ~~$0.03~~$0.04 from ~~$0.02.~~$0.03. We paid $~~16.1~~24.0 million of dividends in fiscal ~~2016.~~2017.
		Repurchased Shares We repurchased $55.0 million of our outstanding Common Stock during fiscal 2017.

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Highlights of 2017 Performance Related to Executive Compensation

On January 6, 2017, we sold our former Anvil business. On February 15, 2017, we acquired Singer Valve. The results of operations of Anvil and Singer Valve had no impact on the compensation of our named executives officers for fiscal 2017. Accordingly, Anvil’s and Singer Valve’s results of operations and metrics have been excluded from all financial or performance information related to compensation contained in this proxy statement.

The Compensation Committee used several financial and performance elements (including those set forth below) to assess and determine incentive plan compensation earned during fiscal 2017. See Exhibit A for a reconciliation of non-GAAP financial results to GAAP financial results.



	Adjusted Net Sales	Adjusted Operating Income from Continuing Operations⁽¹⁾	Adjusted Income from Continuing Operations⁽²⁾	Return on Net Assets⁽³⁾
	Adjusted Net Sales	Adjusted Operating Income from Continuing Operations⁽¹⁾	Adjusted Income from Continuing Operations⁽²⁾	Return on Net Assets⁽³⁾
	($ in millions)	($ in millions)	($ in millions)	(%)
2017	815.7	121.3	68.5	34.4
2016	800.6	116.7	57.3	34.0


(1)	Defined for this purpose as operating income adjusted to exclude pension settlement expenses, expenses related to exploring potential acquisitions and divestitures and other charges.


(2)	Defined for this purpose as income from continuing operations calculated using our actual effective income tax rate in 2017 and a predetermined income tax rate in 2016 and to exclude other charges, expenses related to exploring potential acquisitions and divestitures, results of operations of new or divested businesses and pension settlement expenses.


(3)	Defined for this purpose as the quotient obtained by dividing income tax-effected adjusted operating income from continuing operations plus amortization by the quarterly average of working capital and fixed assets, excluding balances related to acquired or divested businesses. Working capital excludes cash and debt. Fixed assets is property, plant and equipment.

~~Performance and~~Highlights of 2017 Executive Compensation ~~Highlights~~

We design our executive officer compensation programs to target total compensation at or about the 50th percentile for comparable executive positions at our customized peer group. The principal elements of our compensation program for executives are base salary, annual performance-based cash bonus, long-term incentive equity compensation and broad-based benefit programs.

~~Our performance in fiscal 2016. Despite a 2.2% year-over-year decrease in net sales, which was largely driven by lower sales into the oil & gas markets at our Anvil business unit, we:~~


◦	~~Increased our adjusted operating margin to 12.9% from 11.8% in fiscal 2015,~~


◦	~~Increased our adjusted operating EBITDA margin to 17.5% from 16.8% in fiscal 2015,~~


◦	~~Increased our adjusted operating income 6.5% year-over-year, and~~


◦	~~Increased our adjusted net income 13.3% year-over-year.~~

~~The Compensation Committee used several performance elements (including those set forth below) to assess and determine incentive plan compensation earned during fiscal 2016.~~ ~~See Exhibit A for a reconciliation of non-GAAP financial results to GAAP financial results.~~

Net Sales
Adjusted Operating Income⁽¹⁾
Adjusted Net Income⁽²⁾
Adjusted Free Cash Flow⁽³⁾
Average Investment in Working Capital⁽⁴⁾
Return on Net Assets⁽⁵⁾
Mueller Co. Anvil
($ in millions) ($ in millions) ($ in millions) ($ in millions) (%) (%) (%)
2016 1,138.9 146.8 75.8 109.9 20.8 29.3 25.2
2015 1,164.5 137.8 66.9 66.2 23.7 27.2 24.7


~~(1)~~	Defined for this purpose as operating income adjusted to exclude the loss on the Walter receivable in 2015, certain effects of foreign currency exchange rate changes in 2015, pension settlement expenses, expenses related to exploring potential acquisitions and divestitures, restructuring expenses and other charges.

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~~(2)~~

Defined for this purpose as net income calculated using a predetermined income tax rate and to exclude the loss on the Walter receivable in 2015, certain effects of foreign currency exchange rate changes in 2015, restructuring expenses and other charges, expenses related to exploring potential acquisitions and divestitures, results of operations of new or divested businesses, pension settlement expenses and the early extinguishment of debt in 2015.

~~(3)~~

Defined for this purpose as cash flows from operating activities of continuing operations, adjusted for capital expenditures, restructuring costs, premium paid on the early extinguishment of debt, costs of acquisition and divestiture related activities, certain effects of foreign currency exchange rate changes in 2015, pension settlement expenses and timing of interest payments resulting from refinancing our debt.


~~(4)~~	Defined for this purpose as the average of adjusted current assets less adjusted current liabilities over the course of a year, which measures exclude cash and cash equivalents, debt and deferred income taxes, as a percent of net sales.

~~(5)~~

Defined for this purpose as the quotient obtained by dividing income tax-effected adjusted operating income plus amortization by the quarterly average of working capital and fixed assets. Adjusted operating income excludes the loss on the Walter receivable, certain effects of foreign currency exchange rate changes, certain effects from a policy change, pension settlement expenses, restructuring expense and other charges. Income taxes are calculated at a hypothesized rate. Amortization reflects only amortization of assets acquired in business combinations. Working capital excludes cash and debt. Fixed assets is property, plant and equipment plus capitalized software costs reported as part of intangible assets.



• We ~~structure performance-based compensation to~~ ~~pay for performance.~~ ~~We set clear and measurable financial goals for Company and segment performance. In evaluating individual performance, we assess progress toward strategic priorities.~~
◦ ~~Performance-based compensation earned by our named executive officers.~~ ~~For fiscal 2016, 49% of our CEO’s total target compensation, and an average of 43% of the total target compensation of our other NEOs, could only be earned by meeting performance goals.~~
▪ ~~Our NEOs’ compensation was both positively and negatively affected by Company and segment performance in relation to targets set for fiscal 2016.~~ ▪ ~~Annual cash bonuses earned by our NEOs ranged from 101% to 129% of target (compared with 9% to 63% of target last year).~~ ▪ ~~Long-term compensation was paid or credited at 102.1% of target for fiscal 2016 because Company performance on the “return on net assets” financial measure was above target levels.~~

~~We continue to maintain best practices for executive compensation~~.

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We consider stockholder feedback on executive compensation. At our 2016 and 2017 annual ~~meeting~~meetings of stockholders, approximately 98% of the votes cast supported the advisory vote on executive compensation. We carefully consider feedback from our stockholders regarding executive compensation.


◦	Based on strong stockholder support expressed for our executive compensation programs, the Compensation Committee applied a consistent pay-for-performance philosophy in structuring executive compensation for fiscal ~~2016.~~2017.


◦	Stockholders are invited to express their views or concerns on executive compensation directly to the Chair of the Compensation Committee in the manner described under “Corporate Governance — Communicating with the Board.”

We structure performance-based compensation to pay for performance. We set clear and measurable financial goals for Company and segment performance. In evaluating individual performance, we assess progress toward strategic priorities.

Performance-based compensation earned by our named executive officers. For fiscal 2017, 42% of our CEO’s total target compensation, and an average of 45% of the total target compensation of our other NEOs (excluding Mr. Hyland), could only be earned by meeting performance goals.


◦	Our NEOs’ compensation was both positively and negatively affected by Company and segment performance in relation to targets set for fiscal 2017.


◦	Annual cash bonuses earned by our continuing NEOs ranged from 74% to 121% of target (compared with 101% to 129% of target last year).

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◦	Long-term, performance-based compensation was paid or credited at 100% of target for fiscal 2017 because Company performance on the “return on net assets” financial measure was at the target level.

We continue to maintain best practices for executive compensation.

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Executive Compensation Program Overview

Guiding Principles

The Compensation Committee has identified the following guiding principles in overseeing the compensation program for our executives:




Competitiveness Compensation programs should be designed to target at ~~or about~~ the ~~50th~~50^th percentile, plus or minus 15%, of total compensation for comparable executive positions at a customized peer group.		Pay for Performance Where compensation for an executive is tied to the achievement of financial and strategic goals, actual results that exceed target levels should provide above-target payouts, and results that do not exceed threshold levels should not provide payouts.


Responsibility A significant portion of an executive’s overall compensation should be tied to the achievement of financial performance goals. The portion of an executive’s target total compensation that is incentive based should increase as an executive’s responsibilities increase.		Stockholder Alignment Executives’ interests are more directly aligned with stockholders’ interests when compensation programs: • Emphasize both short- and long-term financial performance • Are significantly impacted by the value of Common Stock • Require meaningful Common Stock ownership.

Peer Group Benchmarking and Total Compensation

Each year, the compensation consultant collects peer group compensation data and prepares an executive benchmarking study using a market regression analysis to size-adjust the market data for our net sales size as a whole and for each separate business unit. The Compensation Committee, with input from its independent compensation consultant, reviews the prior year peer group. This review focuses on companies that have a primary manufacturing component to their businesses, have similar organizational structures and are publicly traded or otherwise file financial statements with the SEC. The 20-company peer group approved by the Compensation Committee for fiscal ~~2016~~2017 (the “Peer Group”) is listed below and is unchanged from the fiscal ~~2015~~2016 peer group.



Fiscal ~~2016~~2017 Peer Group
Ametek, Inc.	IDEX Corporation
Armstrong World Industries, Inc.	Lennox International Inc.
Badger Meter, Inc.	Mueller Industries, Inc.
Briggs & Stratton Corporation	Otter Tail Corporation
Circor International Inc.	Quanex Building Products Corporation
Crane Co.	Roper Technologies, Inc.
Curtiss-Wright Corporation	Tennant Co.
Donaldson Company, Inc.	Valmont Industries, Inc.
EnPro Industries, Inc.	Watts Water Technologies, Inc.
Graco Inc.	Worthington Industries, Inc.

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Each year, the compensation consultant collects Peer Group compensation data and prepares an executive benchmarking study using a market regression analysis to size-adjust the market data for our net sales size as a whole and for each separate business unit. The Compensation Committee regularly reviews the target total compensation of each executive and compares it to the total compensation for comparable executive positions in the Peer Group. The Compensation Committee targets total compensation at the regressed 50^th percentile of the Peer Group, plus or minus 15% (“targeted 50^th percentile range”), subject to individual adjustments based on experience, length of service, individual performance and other factors deemed appropriate by the Compensation Committee.

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Compensation Elements

The following table lists our primary elements of compensation. Each element is targeted at or about the ~~50th~~50^th percentile for comparable positions in the Peer Group.



Pay Element	Salary	Bonus	RSUs	PRSUs

Who Receives	All NEOs ---------------------------------------------------------------------------------------------------------------------------------------->

When Granted	Generally reviewed every 12 months	Annually	Annually	Annually

Form of Delivery	Cash ---------------------------------------------------------->		Equity --------------------------------------------------------->

Type of Performance	Short-term emphasis ------------------------------------->		Long-term emphasis -------------------------------------->

Performance Period	Ongoing	1 year	Generally vest annually over 3 years	Vests at the end of 3-year award cycles

How Payout Determined	Predominantly tied to Peer Group data, with an element of Compensation Committee discretion	Predominantly ~~formulaic(based~~formulaic (based on performance against goals), with an element of Compensation Committee discretion	Completion of required service period through each vesting date	Formulaic (based on performance against goals); Compensation Committee verifies results

Most Recent Performance Measures	__	Mix of 90% financial results / 10% EHS-related operational goals	Value of delivered shares based on stock price on vesting dates	~~Absolute improvement~~Improvement in return on net assets

Salary

The Compensation Committee regularly compares the salary of each executive to the regressed 50^th percentile of comparable executives in the Peer Group and uses that benchmark as a guide. Salaries for the NEOs are adjusted, as appropriate, annually on February 1. ~~For fiscal 2016, the salaries for the NEOs were within the 50th percentile of the Peer Group, plus or minus 15%.~~ In February ~~2016,~~2017, Mr. Hart received an annual salary increase of ~~3.0%~~3.1%; Mr. Belknap received a salary increase of ~~2.5%~~3.0%; Mr. Rogowski received a salary increase of ~~2.5%~~3.0%; and Ms. Zakas received a salary increase of ~~3.0%~~4.4%. Mr. Hyland did not receive a salary increase. Instead, he received lump sum merit payment equal to 3% of his salary to recognize individual performance while maintaining alignment of base salary level with prior year levels and the baseline level for future compensation actions by the Compensation Committee. Ms. Zakas also received payments of $5,000 per month ~~beginning in January 2016,~~ for assuming interim human resources responsibilities. ~~See also “— Annual Cash Incentive Awards — Other Cash Awards”.~~

Name Annual Salary Rate at September 30, 2016 ($) Annual Salary Rate at September 30, 2015 ($)
Gregory E. Hyland 900,000 900,000
Evan L. Hart 405,300 393,500
Keith L. Belknap 430,500 420,000
Gregory E. Rogowski 433,000 422,500
Marietta Edmunds Zakas 341,900 331,900

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Name	Annual Salary Rate at September 30, 2017 ($)	Annual Salary Rate at September 30, 2016 ($)
Gregory E. Hyland	1,000,000	900,000
Scott Hall	750,000	N/A
Evan L. Hart	418,000	405,300
Keith L. Belknap	443,500	430,500
Gregory E. Rogowski	446,000	433,000
Marietta Edmunds Zakas	357,000	341,900

Annual Cash Incentive Awards

The Compensation Committee targets annual cash incentive compensation for each executive at the regressed 50^th percentile of comparable executives in the Peer Group. For fiscal ~~2016,~~2017, the total target opportunity for each NEO was within the ~~50th~~targeted 50^th percentile range of the Peer ~~Group, plus or minus 15%.~~Group. Based on actual achieved performance against performance goals, each NEO may earn between 0% and 200% of his or her annual cash target opportunity. For fiscal ~~2016,~~2017, each NEO could earn an annual cash incentive award based on achievement against financial performance goals (weighted 90%) and EHS-related operational goals (weighted 10%). For financial performance goals, the Compensation Committee determined numeric goals targeting percentage improvements over the prior year’s results. All financial performance and EHS-related operational goals were set with minimum (or threshold), target and maximum objectives for each goal. ~~The Compensation Committee may decrease, but not increase, the amounts payable to participants.~~

Table of Contents

Fiscal ~~2016~~2017 Financial ~~Performance~~and Operational Goals and Results

The Compensation Committee selected financial performance goals for corporate executives based on ~~consolidated~~ adjusted ~~net~~ income ~~and adjusted free cash flow.~~from continuing operations. The Compensation Committee selected ~~these metrics~~this metric to encourage focus on delivering ~~net~~ income ~~and managing our balance sheet while optimizing cash flow.~~from continuing operations.

The Compensation Committee selected financial performance goals for ~~segment executives~~Mr. Rogowski based on the ~~applicable~~Infrastructure segment’s adjusted operating income (defined as operating income, adjusted to exclude certain effects of results of ~~operations~~operation’s of newly acquired ~~or divested~~ businesses, pension settlement expenses and ~~restructuring expenses)~~other charges), the Infrastructure segment’s adjusted net sales (adjusted to exclude Singer Valve) and adjusted income from continuing operations. The Compensation Committee selected a segment-specific financial performance goal for Mr. Belknap of improvement in ~~the case~~adjusted operating income of ~~Mueller Co., working capital (defined as the segment’s average of~~Technologies and adjusted ~~current assets less adjusted current liabilities over the course of fiscal 2016, which measures exclude cash and cash equivalents, deferred~~ income ~~taxes, and debt) as a percent of the segment’s net sales.~~from continuing operations. The Compensation Committee selected these performance goals primarily to encourage focus on increasing adjusted operating ~~income and managing our balance sheet while optimizing cash flow.~~

~~The following table shows the fiscal 2016 financial performance targets and actual results applicable to each NEO.~~

Financial Performance

Results Required to Achieve
Bonus ($ in millions, except for percentages)
2016
Actual
Results
($ in millions)
Actual 2016
Payout
Factor
(% of
Target
Bonus)
unweighted

Weight
(% of Target Bonus)
Name Metric
Threshold
(0%)
Target
(100%)
Maximum
(200%)
Gregory E. Hyland Consolidated Adjusted Net Income 60 51.8
74.0
96.2
75.8
108.2
Consolidated Adjusted Free Cash Flow 30 76.0
95.0
114.0
109.9
178.4
Evan L. Hart Consolidated Adjusted Net Income 60 51.8
74.0
96.2
75.8
108.2
Consolidated Adjusted Free Cash Flow 30 76.0
95.0
114.0
109.9
178.4
Keith L. Belknap Consolidated Adjusted Net Income 30 51.8
74.0
96.2
75.8
108.2
Mueller Systems Adjusted Operating Income (Loss) 30 1.0
1.5
5.0
(5.1 ) —
Consolidated Adjusted Free Cash Flow 30 76.0
95.0
114.0
109.9
178.4
Gregory S. Rogowski Mueller Co. Adjusted Operating Income 60 107.6
153.7
199.8
162.4
118.8
Mueller Co. Average Working Capital as a Percent of Net Sales 30 22.1 % 21.2 % 20.1 % 20.8 % 136.4
Marietta Edmunds Zakas Consolidated Adjusted Net Income 60 51.8
74.0
96.2
75.8
108.2
Consolidated Adjusted Free Cash Flow 30 76.0
95.0
114.0
109.9
178.4

~~Table of Contents~~

~~Fiscal 2016 Operational / Individual Performance Goals and Results~~income.

The Compensation Committee established operational safety and environmental (“EHS”) objectives applicable to each NEO that were tied to reductions in total recordable incidence rates and key performance indicators for sustainability and specific activities identified as leading indicators. The EHS objectives for Messrs. Hyland, Hall and Hart and Ms. Zakas were ~~each awarded 105.22% (unweighted) of their target safety and environmental~~based on company-wide performance. The EHS objectives for ~~fiscal 2016.~~ Messrs. Rogowski and Belknap were ~~awarded 87.51%~~based on Infrastructure and ~~152.09% (both unweighted), respectively, of their target safety and environmental objectives for fiscal 2016.~~Technologies performance, respectively. The Compensation Committee used adjusted ~~net~~ income from continuing operations to determine the availability of a pool from which to pay the operational ~~safety and environmental~~EHS objectives portion of the incentive award to Messrs. Hyland, Hall, Rogowski and Belknap.

Table of Contents

The following table shows the fiscal 2017 performance targets and actual results applicable to each NEO.

Performance Targets and Results

			Results Required to Achieve Bonus ($ in millions, except for percentages)				2017 Actual Results ($ in millions)		Actual 2017 Payout Factor (% of Target Bonus) unweighted
		Weight (% of Target Bonus)
Name	Metric	Weight (% of Target Bonus)	Threshold (0%)		Target (100%)	Maximum (200%)
Gregory E. Hyland	Adjusted Income from Continuing Operations	90	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		128.3
Scott Hall	Adjusted Income from Continuing Operations	90	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		128.3
Evan L. Hart	Adjusted Income from Continuing Operations	90	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		128.3
Keith L. Belknap	Adjusted Income from Continuing Operations	55	52.7		65.8	79.0	68.5		120.4
Keith L. Belknap	Technologies Adjusted Operating Income (Loss)	35	(5.0	)	0	5.0	(9.7	)	0
	EHS	10	—		—	—	—		75.0
Gregory S. Rogowski	Infrastructure Adjusted Operating Income	40	138.4		173.0	207.6	166.2		80.2
	Infrastructure Adjusted Net Sales	25	715.7		753.0	790.6	729.6		37.1
	Adjusted Income from Continuing Operations	25	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		137.0
Marietta Edmunds Zakas	Adjusted Income from Continuing Operations	90	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		128.3

Table of Contents

Fiscal ~~2016~~2017 Annual Cash Incentive Awards

~~Based on performance in fiscal 2016 against financial and individual performance goals, the~~Fiscal 2017 target and actual annual cash bonuses ~~for~~paid to each NEO ~~were:~~are set forth in the following table:


Name	At Target Performance		At Actual Performance		At Target Performance		At Actual Performance
Name	% of Salary	Amount ($)	% of Target	Amount ($)	% of Salary	Amount ($)	% of Target	Amount ($)
Gregory E. Hyland(1)	100	900,000	129.0	1,160,658	100	301,736	121.2	365,674
Scott Hall⁽¹⁾					100	750,000	121.2	908,925
Evan L. Hart	75	301,025	129.0	388,208	75	310,325	121.2	376,083
Keith L. Belknap	70	298,900	101.2	302,454	70	307,417	73.7	226,627
Gregory E. Rogowski	75	322,125	121.0	389,614	75	331,250	85.2	282,075
Marietta Edmunds Zakas	60	203,140	129.0	261,973	60	211,180	121.2	255,929


(1)	Mr. Hyland’s 2017 bonus was based on his salary in effect, and performance achieved, during the period in which he served as President and Chief Executive Officer (from October 2016 through January 2017). Mr. Hall’s annual bonus for fiscal 2017 was not pro rated.

~~Other Cash Awards~~

The Compensation Committee awarded a $100,000 cash bonus to Ms. Zakas in recognition of her interim human resources responsibilities and significant contribution towards strategic initiatives. See also “ — Salary”.

Long-Term Equity-Based Compensation

For fiscal ~~2016,~~2017, our long-term incentive program included grants of performance-based restricted stock units (“PRSUs”) and time-vested RSUs. The Compensation Committee targets long-term compensation value for each NEO at the regressed ~~50th~~50^th percentile of comparable executives in the Peer Group. For fiscal ~~2016,~~2017, target long-term compensation value for each NEO was within the ~~50th~~50^th percentile target range of the Peer ~~Group, plus or minus 15%.~~Group.

Performance-Based Restricted Stock Units

For fiscal ~~2016,~~2017, 50% of target long-term incentive compensation value was awarded in the form of PRSUs. The key terms of the PRSUs are as follows:

Each PRSU award reflects a target number of shares (based on the fair market value of Common Stock on the award date) that may be issued to the award recipient at the end of a three-year award cycle based on the achievement of performance targets.

PRSUs are divided into three equal tranches and each tranche is earned based on the level of achievement against the applicable annual performance target.

Each performance period target is established by the Compensation Committee on an annual basis coinciding with our fiscal year.

At the end of each fiscal year, the Compensation Committee confirms performance against the applicable performance target, and PRSUs representing the level of achievement during that performance period are “banked” for potential payout following the end of the three-year award cycle.

Earned PRSUs are settled in shares of ~~Company stock.~~Common Stock. The actual number of shares a participant may receive ranges from zero to two times the target number of shares, depending solely on the level of achievement during each performance period within the award cycle.

PRSUs do not convey voting rights or earn dividends.

~~Table of Contents~~

Timeline for PRSU Grants

Grant	Fiscal ~~2014~~	~~Fiscal~~ 2015	Fiscal 2016	Fiscal 2017	Fiscal 2018	Fiscal 2019
Fiscal ~~2014~~2015	Performance Period	Performance Period	Performance Period
Fiscal ~~2015~~2016		Performance Period	Performance Period	Performance Period
Fiscal ~~2016~~2017			Performance Period	Performance Period	Performance Period

Table of Contents

Performance Measure and Result for Fiscal ~~2016~~2017

The applicable performance target for the fiscal ~~2016~~2017 performance period for PRSU awards made in fiscal ~~2014,~~2015, fiscal ~~2015~~2016 and fiscal ~~2016~~2017 was based on the percentage year-over-year improvement in return on net assets, or “RONA.” For these purposes, the term “RONA” has the meaning described under “— Highlights of 2017 Performance ~~and Compensation Highlights”~~Related to Executive Compensation”. The performance necessary to earn a target payout required ~~at least~~ a ~~1.64%~~1.16% year-over-year improvement in RONA, and the performance necessary to earn a maximum payout required ~~a 10.22%~~at least an 8.00% year-over-year improvement in RONA. Actual RONA performance for fiscal ~~2016~~2017 was ~~25.17%~~34.41%, compared to RONA of ~~24.72%~~34.01% for fiscal ~~2015,~~2016, a ~~1.8%~~1.16% improvement. Accordingly, the recipients of PRSU awards were each credited with ~~102.1%~~100.0% of the awards attributable to the fiscal ~~2016~~2017 performance period. See “Executive Compensation — Grants of Plan-Based Awards Table”.

PRSU Awards Issued

Common Stock to be issued related to PRSUs awarded in fiscal 2016 (for the three-year award cycle from fiscal 2016 through fiscal 2018) and fiscal 2017 (for the three-year award cycle from fiscal 2017 through fiscal 2019) will not be issued until the Compensation Committee certifies performance results for the fiscal 2018 and fiscal 2019 performance periods. Shares issued to NEOs for the PRSUs awarded in fiscal 2015 (for the three-year award cycle from fiscal 2015 through fiscal 2017) and fiscal 2016 (for the three-year award cycle from fiscal 2016 through fiscal 2018) will not be issued until the Compensation Committee certifies performance results for fiscal 2017 and fiscal 2018, respectively. PRSUs awarded in fiscal 2014 (for the three-year award cycle from fiscal 2014 through fiscal 2016) were issued in December 2016 to award recipientsare set forth in the following ~~amounts:~~table:

PRSU Awards
PRSU Settlements					PRSU Settlements

	Shares Earned				Shares Earned
Name	Fiscal 2014⁽¹⁾ (#)	Fiscal 2015⁽¹⁾ (#)	Fiscal 2016 (#)	Total Shares Awarded (#)	Fiscal 2015⁽¹⁾ (#)	Fiscal 2016⁽¹⁾ (#)	Fiscal 2017 (#)	Total Shares Issued (#)
Gregory E. Hyland	78,246	—	39,944	118,190	0	34,798	34,083	68,881
Evan L. Hart	22,026	—	11,244	33,270	0	9,795	9,594	19,389
Keith L. Belknap	15,648	—	7,990	23,638	0	6,959	6,816	13,775
Gregory E. Rogowski	21,126	—	10,784	31,910	0	9,395	9,202	18,597
Marietta Edmunds Zakas	8,802	—	4,494	13,296	0	4,697	4,601	9,298



	Page
PROXY STATEMENT SUMMARY	1

MATTERS TO BE VOTED ON	4
Proposal One: Election of Directors	4
Proposal Two: Advisory Vote to Approve Executive Compensation	9
Proposal Three: ~~Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation~~	10
~~Proposal Four:~~ Ratification of the Appointment of the Independent Registered Public Accounting Firm	1110

FEES AND SERVICES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1110
Audit Fees and Other Fees	1110
Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm	1110

REPORT OF THE AUDIT COMMITTEE	1211

CORPORATE GOVERNANCE	1312
Overview	12
Board Composition	13
Board ~~Composition~~	14
~~Board~~ Operations	1716
Related Person Transactions	2018
Compensation Committee Interlocks and Insider Participation	2018
Communicating with the Board	2019

DIRECTOR COMPENSATION	2120
Annual Retainer	2120
Meeting Fees	2120
Equity-Based Awards	2120
Travel Expenses	2220
Director Compensation Summary	2221
Deferred Compensation	2221

COMPENSATION DISCUSSION AND ANALYSIS	2422
~~2016 Key Accomplishments~~Highlights of 2017 Performance	2422
Highlights of 2017 Performance ~~and~~Related to Executive Compensation ~~Highlights~~	2423
Highlights of 2017 Executive Compensation	23
Executive Compensation Program Overview	2625
Compensation Elements	2726
Other Factors Considered by the Compensation Committee	32
Other Compensation Practices and Policies	3233

REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE	3435

EXECUTIVE COMPENSATION	3536
Summary Compensation Table	3536
Grants of Plan-Based Awards Table	3638
Outstanding Equity Awards ~~at Fiscal Year-End~~ Table	3839
Option Exercises and Stock Vested Table	3940
Nonqualified Deferred Compensation During Fiscal 2017	3940
Pension Plan	3940
Employment, Severance and Change-in-Control Arrangements	3940
Potential Payments Upon Termination or Change-in-Control	39

~~BENEFICIAL OWNERSHIP OF COMMON STOCK~~	41

~~QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING~~	43



BENEFICIAL OWNERSHIP OF COMMON STOCK	43

QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING	44

GENERAL INFORMATION	4647
Section 16(a) Beneficial Ownership Reporting Compliance	4647
Other Business for Presentation at the Annual Meeting	4647
Other Information	4647

STOCKHOLDER INFORMATION	4748
Stockholder Proposals for Inclusion in Next Year's Proxy Statement	4748
Procedures for Business Matters and Director Nominations for Consideration at Next Year’s Annual Meeting of Stockholders	4748

EXHIBIT A: RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP ~~RESULTS~~PERFORMANCE MEASURES	A-1



PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. ~~Unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” as used in this Proxy Statement refer to Mueller Water Products, Inc.~~
~~2017~~2018 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	Wednesday, January ~~25, 2017;~~24, 2018; 10:00 A.M., Eastern Time
Place:	Peachtree Dunwoody Room, 3rd Floor, Building 500 Northpark Town Center, 1100 Abernathy Road, N.E. Atlanta, Georgia ~~30328~~
Record Date:	December ~~8, 2016~~7, 2017
Voting:	Stockholders as of the record date may vote by Internet, telephone, signing and dating the proxy card or in person at the Annual Meeting.
VOTING MATTERS
Matter		Board of Directors’ recommendations
• Election of eight directors		FOR each director nominee
• ~~Approval of~~Advisory resolution to approve executive compensation		FOR
• ~~Determination of the frequency of our stockholder vote to approve executive compensation (annually, every two years or every three years)~~		~~ANNUALLY~~
• Ratification of the appointment of our independent registered public accounting firm for 2018		FOR
~~2016 KEY ACCOMPLISHMENTS~~Highlights of 2017 Performance



Name		Age	Director Since	Independent	Experience	Board Committees⁽¹⁾
	Shirley C. Franklin	71	2010		Executive Chair of Purpose Built Communities, Inc.; former Mayor of Atlanta	Comp; EHS
	Thomas J. Hansen	67	2011		Former Vice Chairman of Illinois Tool Works Inc.	Audit; EHS
	Gregory E. Hyland	65	2005		Chairman, President and Chief Executive Officer of Mueller Water Products, Inc.	Exec*
	Jerry W. Kolb	80	2006		Retired Vice Chairman of Deloitte & Touche LLP	Audit*; Governance
	Mark J. O’Brien⁽²⁾	73	2006		Former Chairman and Chief Executive Officer of Walter Investment Management Corp.	Exec
	Bernard G. Rethore	75	2006		Chairman Emeritus of Flowserve Corporation	Audit; Governance*; Exec
	Lydia W. Thomas	72	2008		Retired President and Chief Executive Officer of Noblis, Inc.	EHS*; Governance
	Michael T. Tokarz	67	2006		Chairman of Tokarz Group, LLC	Comp*; Governance; Exec



Name		Age	Director Since	Independent	Experience	Board Committees⁽¹⁾
	Shirley C. Franklin	72	2010		Executive Chair of Purpose Built Communities, Inc.; former Mayor of Atlanta	Comp; EHS
	Scott Hall	53	2017		President and Chief Executive Officer of Mueller Water Products, Inc.	Exec*
	Thomas J. Hansen	68	2011		Former Vice Chairman of Illinois Tool Works Inc.	Audit; EHS
	Jerry W. Kolb	81	2006		Retired Vice Chairman of Deloitte & Touche LLP	Audit*; Comp; Governance
	Mark J. O’Brien⁽²⁾	74	2006		Former Chairman and Chief Executive Officer of Walter Investment Management Corp.	Exec
	Bernard G. Rethore	76	2006		Chairman Emeritus and former Chief Executive Officer of Flowserve Corporation	Audit; Governance*; Exec
	Lydia W. Thomas	73	2008		Retired President and Chief Executive Officer of Noblis, Inc.	EHS*; Governance
	Michael T. Tokarz	68	2006		Chairman of Tokarz Group, LLC	Comp*; Governance; Exec



o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



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	(4)	Date Filed:


1.	~~Election of~~To elect eight ~~directors nominated by the board of directors for the coming year;~~directors;


2.	To ~~consider~~approve, on an advisory basis, the compensation of our named executive officers;


3.	~~To consider whether you prefer to vote on the compensation of our named executive officers annually, every two years or every three years; and~~


4.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, ~~2017.~~2018; and


4.	To transact any other business properly brought before the Annual Meeting and any reconvened or rescheduled meeting following any adjournments or postponements thereof.



o	Definitive Additional Materials



o	Soliciting Material Pursuant to §240.14a-12



x	No fee required.



	DIRECTOR NOMINEES



	~~2016~~Highlights of 2017 Performance ~~Highlights~~Related to Executive Compensation



	Net Sales	Adjusted Operating Income	Adjusted Net Income	Adjusted Free Cash Flow	Average Investment in Working Capital		Return on Net Assets
	Net Sales	Adjusted Operating Income	Adjusted Net Income	Adjusted Free Cash Flow	Mueller Co.	Anvil	Return on Net Assets
	($ in millions)	($ in millions)	($ in millions)	($ in millions)	(%)	(%)	(%)
2016	1,138.9	146.8	75.8	109.9	20.8	29.3	25.2
2015	1,164.5	137.8	66.9	66.2	23.7	27.2	24.7



	~~2016~~Highlights of 2017 Executive Compensation ~~Highlights~~


◦	Long-term compensation was ~~paid or credited~~achieved at ~~102.1%~~100% of target for fiscal ~~2016~~2017 ~~because Company performance~~based on ~~the~~ “return on net assets” ~~financial measure was above target levels.~~


◦	Our equity incentive plan prohibits the repricing or exchange of equity-based awards.


◦	We prohibit hedging and pledging of our Common Stock by executives or directors.


◦	Our executives and directors are subject to stock ownership guidelines.


◦	We can “clawback” cash- or equity-based compensation paid to executives under certain circumstances.


(1)	Audit = Audit Committee; Comp = Compensation and Human Resources Committee; EHS = Environment, Health and Safety Committee; Exec = Executive Committee; Governance = Nominating and Corporate Governance Committee


(2)	Mr. O’Brien serves as our Lead Director. See “Corporate Governance — Board Operations — Board Leadership Structure” for more information.



• Personal ethics and integrity	• Collaborative skills	• Commitment
• Independence	• Interpersonal skills	• Business acumen



SKILLS & EXPERIENCE
	Franklin	Hall	Hansen	Kolb	O’Brien	Rethore	Thomas	Tokarz
CEO/Executive Leadership
Corporate Governance
Financial/Capital Allocation
Government and Regulatory Affairs
International Business
Marketing
Mergers and Acquisitions
Multiple-Part Manufacturing
Offshore Sourcing
Strategic Planning
Compliance/Risk Management
Environment, Health and Safety
Technology/Systems




		Shirley C. Franklin Age: 7172 Director since: 2010 Board committees: Compensation, EHS Other public company ~~boards:~~boards within the last five years: Delta Air Lines, Inc. Ms. Franklin serves as Executive Chair of the board of directors of Purpose Built Communities, Inc., a national non-profit organization that works to transform struggling neighborhoods into sustainable communities. She also serves as Co-Chair of the Atlanta Regional Commission on Homelessness and as Chair of the board of directors of the National Center for Civil and Human Rights. From 2002 to 2010, Ms. Franklin served as mayor of Atlanta, Georgia. She earned a Bachelor of Science degree in sociology from Howard University and a Master’s degree in sociology from the University of Pennsylvania. The Board considered Ms. Franklin’s record of civic involvement and significant executive management experience, which has spanned three decades. During her service as mayor of Atlanta, Ms. Franklin worked to rebuild the city’s water infrastructure.


		J. Scott Hall Age: 53 Director since: 2017 Board committees: Executive Mr. Hall has served as our President and Chief Executive Officer since January 2017. He served as President and CEO of Textron’s Industrial segment from December 2009 until January 2017. Mr. Hall joined Textron in 2001 as president of Tempo, a multi-facility roll-up of communication test equipment. He was named president of Greenlee in 2003 when Tempo became part of the Greenlee business unit. Prior to joining Textron, Mr. Hall had several leadership roles at General Cable, a leading manufacturer of wire and cable. Mr. Hall ran General Cable’s Canadian businesses before taking over responsibility for General Cable’s Global Communications business. Mr. Hall received his Bachelor of Commerce degree from Memorial University of Newfoundland and his MBA from the University of Western Ontario Ivey School of Business. The Board considered Mr. Hall’s commercial experience and business leadership skills gained from his past and current positions in management.




		Thomas J. Hansen Age: 6768 Director since: 2011 Board committees: Audit, EHS Other public company boards: Standex International Corporation, Terex Corporation Until 2012, Mr. Hansen served as Vice Chairman of Illinois Tool Works Inc. (“ITW”), a manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment. He joined ITW in 1980 as a sales and marketing manager of the Shakeproof Industrial Products businesses. From 1998 to 2006, Mr. Hansen served as Executive Vice President of ITW. He earned a Bachelor of Science degree in marketing from Northern Illinois University and a Master of Business Administration degree from Governors State University. The Board considered Mr. Hansen’s experience as a senior executive of a large diversified industrial manufacturing company that faces many of the economic, social and governance issues we face.


		~~Gregory E. Hyland~~ ~~Age: 65~~ ~~Director since: 2005~~ ~~Board committees: Executive (Chair)~~ ~~Other public company boards: Ferro Corporation~~ Mr. Hyland serves as the Chairman of the Board and has served as our President and Chief Executive Officer since January 2006. He served as Chairman, President and Chief Executive Officer of Walter Energy, Inc. from September 2005 until December 2006. From June to September 2005, Mr. Hyland served as President, U.S. Fleet Management Solutions of Ryder System, Inc., a transportation and logistics company, and from 2004 to 2005 he served as its Executive Vice President. He earned Bachelor and Master of Business Administration degrees from the University of Pittsburgh. The Board considered Mr. Hyland’s commercial experience and business leadership skills gained from his past and current positions in both management and on the boards of directors of public companies.


		Jerry W. Kolb Age: 8081 Director since: 2006 Board committees: Audit (Chair), Governance, Compensation Other public company boards within the last five years: Walter Energy, Inc. From 1986 to 1998, Mr. Kolb served as a Vice Chairman of Deloitte & Touche LLP, a registered public accounting firm. He is a certified public accountant. Mr. Kolb earned a Bachelor of Science degree in accountancy, with highest honors, from the University of Illinois and a Master of Business Administration degree from DePaul University. The Board considered Mr. Kolb’s broad perspective in accounting and financial reporting matters and his extensive experience in audit, finance and compensation matters and in executive management based on his 41-year career with Deloitte & Touche.





		Mark J. O’Brien Age: 7374 Director since: 2006 Board committees: Executive and ex officio member of all other standing committees Other public company ~~boards:~~boards within the last five years: Walter Investment Management Corp. Mr. O’Brien serves as our Lead Director. He served as Chairman of Walter Investment Management Corp. (formerly Walter Industries’ Homes Business), a mortgage portfolio owner and mortgage originator and servicer, from 2009 through December 2015, and he served as its Chief Executive Officer from 2009 to October 2015. Mr. O'Brien has served as President and Chief Executive Officer of Brier Patch Capital and Management, Inc., a real estate management and investment firm, since 2004. He served in various executive capacities at Pulte Homes, Inc., a home building company, for 21 years, retiring as President and Chief Executive Officer in 2003. Mr. O'Brien earned a Bachelor of Arts degree in history from the University of Miami. The Board considered Mr. O’Brien’s knowledge of capital markets, municipal finance and the homebuilding and real estate sectors of the economy.




		Bernard G. Rethore Age: 7576 Director since: 2006 Board committees: Audit, Governance (Chair), Executive Other public company ~~boards: Dover Corp.~~ ~~Other public company~~ boards within the last five years: Dover Corp., Walter Energy, Inc., Belden, Inc. Mr. Rethore has served as Chairman Emeritus of Flowserve Corporation, a manufacturer of pumps, valves, seals and components, since 2000. From January 2000 to April 2000, he served as Flowserve’s Chairman. Mr. Rethore had previously served as its Chairman, President and Chief Executive Officer. In 2008, Mr. Rethore was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year, and in 2012, he was designated a Board Leadership Fellow by the National Association of Corporate Directors. He earned a Bachelor of Arts degree in Economics (Honors) from Yale University and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania, where he was a Joseph P. Wharton Scholar and Fellow. The Board considered Mr. Rethore’s more than 30 years of experience at senior executive level positions with public manufacturing companies and his service on the boards of multiple public companies, as a member and chair of their executive, audit, compensation, environment, health and safety, governance and ~~governance~~special committees. His extensive management experience makes him a valuable contributor to the Board on matters involving business strategy, capital allocation and merger and acquisition opportunities.




		Lydia W. Thomas Age: 7273 Director since: 2008 Board committees: Governance, EHS (Chair) Other public company boards: ~~Cabot Corporation,~~ Washington Mutual Investors Fund Other public company boards within the last five years: Cabot Corporation Dr. Thomas served as President and Chief Executive Officer of Noblis, Inc., a public interest scientific research, technology and strategy company, from 1996 to 2007. She was previously with The MITRE Corporation, Center for Environment, Resources and Space, serving as Senior Vice President and General Manager from 1992 to 1996, Vice President from 1989 to 1992 and Technical Director from 1982 to 1989. In 2013, she was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. Dr. Thomas earned a Bachelor of Science degree in zoology from Howard University, a Master of Science degree in microbiology from American University and a Doctor of Philosophy degree in cytology from Howard University. The Board considered Dr. Thomas’ extensive experience at senior executive level positions and particular expertise related to information technology and ~~environmental,~~environment, health and safety matters.




		Michael T. Tokarz Age: 6768 Director since: 2006 Board committees: Compensation (Chair), Governance, Executive Other public company boards: ~~CNO Financial Group, Inc.,~~ MVC Capital, Inc. (Chairman)~~, Walter Investment Management Corp.~~ Other public company boards within the last five years: Walter Energy, Inc., Dakota Growers Pasta Company, IDEX Corporation, CNO Financial Group, Inc., Walter Investment Management Corp. Since 2002, Mr. Tokarz has served as a member of the Tokarz Group, LLC, an investment company. From 1996 until 2002, Mr. Tokarz served as a member of the limited liability company that serves as the general partner of Kohlberg Kravis Roberts & Co. L.P., a private equity company. In 2007, he was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. He earned a Bachelor of Arts degree in economics with high distinction and a Master of Business Administration degree in finance from the University of Illinois. The Board considered Mr. Tokarz’s knowledge and experience in banking and finance, his entrepreneurial and business leadership skills, his more than 20 years of board experience with publicly traded companies and his corporate governance training.



	~~Franklin~~	~~Hansen~~	~~Hyland~~	~~Kolb~~	~~O’Brien~~	~~Rethore~~	~~Thomas~~	~~Tokarz~~
~~Governance~~
~~Financial~~
~~Management~~
~~Government and Regulatory Affairs~~
~~International Business~~
~~Marketing~~
~~Mergers and Acquisitions~~
~~Multiple-Part Manufacturing~~
~~Offshore Sourcing~~
~~Strategic Planning~~
~~Compliance/Risk Management~~
~~Environment, Health and Safety~~


(1)	Reflects fees for professional services performed by Ernst & Young for annual audits (including out-of-pocket expenses) and quarterly limited reviews of our consolidated financial statements.