Form 8-K - Current report

0000769520false00007695202024-05-142024-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 14, 2024

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

_____________________________

Delaware			001-9973			36-3352497
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(IRS Employer Identification Number)

1400 Toastmaster Drive,			Elgin,			Illinois			60120
(Address of principal executive offices)									(Zip Code)

Registrant's telephone number, including area code:			(847)			741-3300

N/A

(Former Name or Former Address, if Changed Since Last Report)

_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock			MIDD			Nasdaq Global Select Market

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

Emerging growth company ☐

 

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

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Item 5.07			Submission of Matters to a Vote of Security Holders.

On May 14, 2024, The Middleby Corporation, a Delaware corporation (the “Company”), held its 2024 Annual Meeting of Stockholders (the“Annual Meeting”). There were a total of 53,763,455 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 49,221,707 were present or represented by proxy. At the Annual Meeting, the Company’s stockholders cast their votes as described below. The proposals are described in the definitive proxy statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on March 29, 2024.

1. ELECTION OF DIRECTORS

Proposal one was the election of nine (9) directors. The shares present were voted as follows:

Nominees			For			Against			Abstain			Broker Non-Votes
Gordon O'Brien			41,803,278			4,079,831			28,645			3,309,953
Timothy J. FitzGerald			45,622,421			262,094			27,239			3,309,953
Sarah Palisi Chapin			38,279,907			6,931,124			700,723			3,309,953
Cathy L. McCarthy			45,069,260			819,521			22,973			3,309,953
John R. Miller, III			39,480,943			6,374,229			56,582			3,309,953
Robert A. Nerbonne			44,867,251			1,017,766			26,737			3,309,953
Stephen R. Scherger			45,796,107			88,774			26,873			3,309,953
Tejas P. Shah			45,856,293			27,537			27,924			3,309,953
Nassem Ziyad			45,623,998			213,273			74,483			3,309,953

Pursuant to the foregoing votes, all nine nominees listed above were elected to the Company’s Board of Directors to serve until the Company’s 2025 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their earlier death, resignation or removal.

2. ADVISORY VOTE ON EXECUTIVE COMPENSATION

Proposal two was the approval, on an advisory basis, of the compensation of the Company’s named executive officers. The shares present were voted as follows:

FOR:			AGAINST:			ABSTAIN:			BROKER NON-VOTES:
39,830,823			6,035,143			45,788			3,309,953

Pursuant to the foregoing votes, proposal two was approved on an advisory basis.

3. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Proposal three was the ratification of the selection of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending December 28, 2024. The shares present were voted as follows:

FOR:			AGAINST:			ABSTAIN:			BROKER NON-VOTES:
48,874,899			251,076			95,732			—

Pursuant to the foregoing votes, proposal three was approved.

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SIGNATURES

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

THE MIDDLEBY CORPORATION

Dated:

May 17, 2024

By:

/s/ Bryan E. Mittelman

Bryan E. Mittelman

Chief Financial Officer

DEI/Cover Page Document	May 14, 2024
Cover [Abstract]
Entity Central Index Key	0000769520
Title of 12(b) Security	Common Stock
City Area Code	(847)
Entity Address, Address Line One	1400 Toastmaster Drive,
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Registrant Name	THE MIDDLEBY CORPORATION
Entity File Number	001-9973
Entity Tax Identification Number	36-3352497
Entity Address, City or Town	Elgin,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60120
Local Phone Number	741-3300
Trading Symbol	MIDD
Security Exchange Name	NASDAQ
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false

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