UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 16, 2023, The Middleby Corporation, a Delaware corporation (the “Company”), held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). There were a total of 53,685,200 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 48,972,179 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 31, 2023.
| 1. | ELECTION OF DIRECTORS |
Proposal one was the election of seven (7) directors. The shares present were voted as follows:
| Nominees |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Gordon O’Brien |
44,005,429 | 1,709,754 | 31,617 | 3,225,379 | ||||||||||||
| Timothy J. FitzGerald |
45,347,570 | 367,958 | 31,272 | 3,225,379 | ||||||||||||
| Sarah Palisi Chapin |
41,039,804 | 4,676,044 | 30,952 | 3,225,379 | ||||||||||||
| Cathy L. McCarthy |
44,505,855 | 1,209,611 | 31,334 | 3,225,379 | ||||||||||||
| John R. Miller III |
41,361,485 | 4,353,771 | 31,544 | 3,225,379 | ||||||||||||
| Robert A. Nerbonne |
44,489,804 | 1,225,376 | 31,620 | 3,225,379 | ||||||||||||
| Nassem Ziyad |
45,287,903 | 426,992 | 31,905 | 3,225,379 | ||||||||||||
Pursuant to the foregoing votes, all seven nominees listed above were elected to the Company’s Board of Directors to serve until the Company’s 2024 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: | |||
| 40,981,287 | 4,715,782 | 49,731 | 3,225,379 |
Pursuant to the foregoing votes, proposal two was approved on an advisory basis.
| 3. | FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Proposal three was the approval, on an advisory basis, of the frequency of holding an advisory vote on the executive compensation of the Company’s named executive officers. The shares present were voted as follows:
| ONE YEAR: | TWO YEARS: | THREE YEARS: | ABSTAIN: | |||
| 44,909,441 | 7,554 | 794,413 | 35,392 |
Pursuant to the foregoing votes, the selection of “ONE YEAR” with respect to proposal three was approved on an advisory basis. The Company will hold an advisory vote on executive compensation every year until the next required non-binding, advisory vote on the frequency of the advisory vote on executive compensation.
| 4. | RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS |
Proposal four was the ratification of the selection of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending December 30, 2023. The shares present were voted as follows:
| FOR: | AGAINST: | ABSTAIN: | BROKER NON-VOTES: | |||
| 48,684,952 | 258,528 | 28,699 | 0 |
Pursuant to the foregoing votes, proposal four 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 | ||||||
| Date: May 19, 2023 | By: | /s/ Bryan E. Mittelman | ||||
| Bryan E. Mittelman | ||||||
| Chief Financial Officer | ||||||