The Middleby Corporation

05/21/2026 | Press release | Distributed by Public on 05/21/2026 14:23

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 19, 2026, The Middleby Corporation, a Delaware corporation (the "Company"), held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). There were a total of 46,621,841 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 44,057,414 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 April 8, 2026.
1. ELECTION OF DIRECTORS
Proposal one was the election of eleven (11) directors. The shares present were voted as follows:
Nominees For Against Abstain Broker Non-Votes
Julie M. Bowerman 41,426,022 528,622 17,560 2,085,210
Sarah Palisi Chapin 39,140,321 2,821,278 10,605 2,085,210
Glenn A. Eisenberg 41,603,324 284,827 84,053 2,085,210
Timothy J. Fitzgerald 41,628,896 331,837 11,471 2,085,210
Edward P. Garden 41,203,500 756,157 12,547 2,085,210
Christopher M. Hix 41,741,381 136,218 94,605 2,085,210
Cathy L. McCarthy 41,420,969 530,061 21,174 2,085,210
Robert A. Nerbonne 41,233,561 687,030 51,613 2,085,210
Gordon J. O'Brien 38,036,569 3,925,250 10,385 2,085,210
Stephen R. Scherger 41,225,965 694,794 51,445 2,085,210
Tejas P. Shah 41,547,593 374,428 50,183 2,085,210
Pursuant to the foregoing votes, all eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 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
40,916,800 982,309 73,095 2,085,210
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 2, 2027. The shares present were voted as follows:
For Against Abstain Broker Non-Votes
42,891,095 1,071,172 95,147 -
Pursuant to the foregoing votes, proposal three was approved.
The Middleby Corporation published this content on May 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 21, 2026 at 20:23 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]