midd-20240514

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


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.

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

SEC Form 8-K filed by Middleby Corporation