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): November 5, 2013
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-9973
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36-3352497
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1400 Toastmaster Drive, Elgin, Illinois
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60120
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(Address of Principal Executive Offices)
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(Zip Code)
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(847) 741-3300
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 5, 2013, the Board of Directors (the “Board”) of The Middleby Corporation, a Delaware corporation (the “Company”), appointed Sarah Palisi Chapin to serve as a member of the Board and compensation committee of the Board until the Company’s next annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal.
Ms. Chapin will participate in the compensation arrangements for nonemployee members of the Board described in the Definitive Proxy Statement of the Company filed with the Securities and Exchange Commission on April 4, 2013.
A copy of the press release issued by the Company on November 7, 2013, regarding Ms. Chapin’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02(d) disclosure.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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The Middleby Corporation press release dated November 7, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE MIDDLEBY CORPORATION
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Dated: November 7, 2013
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By:
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/s/ Timothy J. FitzGerald
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Timothy J. FitzGerald
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Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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The Middleby Corporation press release dated November 7, 2013.
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THE MIDDLEBY CORPORATION
1400 Toastmaster Drive, Elgin, Illinois 60120 • (847) 741-3300
Sarah Palisi Chapin Named to Middleby Corporation Board of Directors
Elgin, Ill. (November 7, 2013) – The Middleby Corporation (NASDAQ: MIDD) today announced that Sarah Palisi Chapin has been named to its Board of Directors. Ms. Chapin will serve on the Compensation Committee and will become the seventh member of the Board.
Ms. Chapin has been Chief Executive Officer and serves on the Board of Hail Merry Snack Foods, a gluten-free, vegan, non-GMO snack and refrigerated dessert company and manufacturer since 2009. Ms. Chapin brings to the Board more than three decades of experience in the food service industry, including a comprehensive understanding of strategy, development, private equity enterprise growth and strategy.
“The experience Sarah brings to Middleby will be an outstanding asset to our Board as we continue to grow and enter markets with new products and strategies,” said Middleby Chairman and CEO Selim A. Bassoul. “Her successful track record of implementing innovative, industry-changing ideas in a diversity of business situations will be a great benefit to Middleby.”
A graduate of Purdue University with a Bachelor’s of Science degree, Ms. Chapin began her career at Pizza Hut and later served as a Vice President of Worldwide Business Strategy with Burger King. She then served as CEO of Enersyst Development Center (1995-2003), an intellectual property, development and licensing company touching restaurant, vending and food production industries.
Ms. Chapin is also a former officer of GrandMet and Pepsico, and has served on the Boards of companies such as Jersey Mike’s, Lakeside Manufacturing and Caribou Coffee. She resides in Dallas with her husband.
About The Middleby Corporation
The Middleby Corporation is a global leader in the foodservice equipment industry. The company develops, manufactures, markets and services a broad line of equipment used in the commercial, industrial processing and residential markets. The company's leading equipment brands serving the commercial foodservice industry include Anets®, Beech®, Blodgett®, Blodgett Combi®, Blodgett Range®, Bloomfield®, Britannia®, Carter Hoffmann®, Celfrost®, CookTek®, CTX®, Doyon®, frifri®, Giga®, Holman®, Houno®, IMC®, Jade®, Lang®, Lincat®, MagiKitch'n®, Middleby Marshall®, Nieco®, Nu-Vu®, PerfectFry®, Pitco Frialator®, Southbend®, Star®, Toastmaster®, TurboChef® and Wells®. The company’s leading equipment brands serving the food processing industry include Alkar®, Armor Inox®, Auto-Bake®, Baker Thermal Solutions® (formerly known as Turkington), Cozzini®, Danfotech®, Drake®, Maurer-Atmos®, MP Equipment® RapidPak®, Spooner Vicars® and Stewart Systems®. The company’s leading brands serving the residential kitchen market include Jade®, Turbochef®, and Viking®.
For more information about The Middleby Corporation and the company brands, please visit www.middleby.com
Contact: Darcy Bretz (847) 429-7756