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 8, 2018

 

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

(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))

 

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 o

 

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 8, 2018, The Middleby Corporation, a Delaware corporation (the “Company”), held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) in Elgin, Illinois. At the Annual Meeting, the Company’s stockholders voted on four proposals and 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, 2018.

 

1. ELECTION OF DIRECTORS

 

Proposal one was the election of seven directors. The shares present were voted as follows:

 

Nominees		For		Withhold		Broker Non-Votes
Selim A. Bassoul		45,199,974		767,545		4,140,496
Sarah Palisi Chapin		44,942,817		1,024,702		4,140,496
Robert B. Lamb		45,167,261		800,258		4,140,496
Cathy L. McCarthy		45,817,291		150,228		4,140,496
John R. Miller III		42,618,103		3,349,416		4,140,496
Gordon O’Brien		44,659,526		1,307,993		4,140,496
Nassem Ziyad		45,803,600		163,919		4,140,496

 

Pursuant to the foregoing votes, all seven nominees listed above were elected to the Company’s Board of Directors (the “Board”) to serve until the Company’s 2019 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their earlier death, resignation or removal.

 

2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

 

Proposal two was the ratification of Ernst & Young LLP as independent public accountant of the Company for the current fiscal year ending December 29, 2018. The shares present were voted as follows:

 

FOR: 49,700,413

AGAINST: 380,588

ABSTAIN: 27,014

BROKER NON-VOTES: 0

 

Pursuant to the foregoing votes, proposal two was approved.

 

3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Proposal three was the approval, by an advisory vote, of the 2017 compensation of the Company’s named executive officers. The shares present were voted as follows:

 

FOR: 39,030,517

AGAINST: 6,888,002

ABSTAIN: 49,000

BROKER NON-VOTES: 4,140,496

 

Pursuant to the foregoing votes, proposal three was approved on an advisory basis.

 

4. STOCKHOLDER PROPOSAL REGARDING ESG REPORTING

 

Proposal four was a stockholder proposal regarding ESG reporting. The shares present were voted as follows:

 

FOR: 26,015,352

AGAINST: 19,500,939

ABSTAIN: 451,228

BROKER NON-VOTES: 4,140,496

 

Pursuant to the foregoing votes, proposal four was approved.

 

 

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.

 

	THE MIDDLEBY CORPORATION
Dated: May 10, 2018	By:	/s/ Timothy J. FitzGerald
	Name:	Timothy J. FitzGerald
	Title:	Vice President and Chief Financial Officer