UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 16, 2025
(Exact Name of Registrant as Specified in its Charter)
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(Former Name or Former Address, if Changed Since Last Report)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 14, 2025, The Middleby Corporation, a Delaware corporation (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). There were a total of 53,646,157 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 49,137,707 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 28, 2025.
1. ELECTION OF DIRECTORS
Proposal one was the election of ten (10) directors. The shares present were voted as follows:
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Julie M. Bowerman | 46,551,524 | 44,365 | 21,872 | 2,519,946 | ||||||||||
| Sarah Palisi Chapin | 43,200,181 | 3,396,535 | 21,045 | 2,519,946 | ||||||||||
| Timothy J. Fitzgerald | 46,238,629 | 357,852 | 21,280 | 2,519,946 | ||||||||||
| Edward P. Garden | 46,514,707 | 73,311 | 29,743 | 2,519,946 | ||||||||||
| Cathy L. McCarthy | 46,078,463 | 505,742 | 33,556 | 2,519,946 | ||||||||||
| Robert A. Nerbonne | 45,883,643 | 712,924 | 21,194 | 2,519,946 | ||||||||||
| Gordon J. O'Brien | 43,058,706 | 3,537,494 | 21,561 | 2,519,946 | ||||||||||
| Stephen R. Scherger | 45,699,475 | 895,498 | 22,788 | 2,519,946 | ||||||||||
| Tejas P. Shah | 46,219,043 | 341,071 | 57,647 | 2,519,946 | ||||||||||
| Nassem A. Ziyad | 45,970,222 | 589,444 | 58,095 | 2,519,946 | ||||||||||
Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company’s Board of Directors to serve until the Company’s 2026 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: | ||||||||
| 44,170,878 | 2,405,136 | 41,747 | 2,519,946 | ||||||||
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 January 3, 2026. The shares present were voted as follows:
| FOR: | AGAINST: | ABSTAIN: | BROKER NON-VOTES: | ||||||||
| 48,151,108 | 962,588 | 24,011 | — | ||||||||
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 16, 2025 | By: | /s/ Bryan E. Mittelman | |||||||||||||||||
| Bryan E. Mittelman | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||