UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2020, The Middleby Corporation, a Delaware corporation (the “Company”), held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) in Rockton, Illinois. There were a total of 55,309,988 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 46,982,451 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 27, 2020.
1. ELECTION OF DIRECTORS
Proposal one was the election of seven (7) directors. The shares present were voted as follows:
Nominees | For | Withhold | Broker Non-Votes | |||||||||
| Gordon O’Brien | 36,269,748 | 6,876,145 | 3,836,558 | |||||||||
| Timothy J. FitzGerald | 42,989,737 | 156,156 | 3,836,558 | |||||||||
| Sarah Palisi Chapin | 37,386,289 | 5,759,604 | 3,836,558 | |||||||||
| Cathy L. McCarthy | 42,301,078 | 844,815 | 3,836,558 | |||||||||
| John R. Miller III | 33,327,990 | 9,817,903 | 3,836,558 | |||||||||
| Robert A. Nerbonne | 41,342,416 | 1,803,477 | 3,836,558 | |||||||||
| Nassem Ziyad | 42,358,190 | 787,703 | 3,836,558 | |||||||||
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 2021 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 accountants of the Company for the current fiscal year ending January 2, 2021. The shares present were voted as follows:
| FOR: 46,702,989 | AGAINST: 250,874 | ABSTAIN: 28,588 | 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 2019 compensation of the Company’s named executive officers. The shares present were voted as follows:
| FOR: 24,083,738 | AGAINST: 18,947,089 | ABSTAIN: 115,066 | BROKER NON-VOTES: 3,836,558 |
Pursuant to the foregoing votes, proposal three was approved on an advisory basis.
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: June 12, 2020 | By: | /s/ Bryan E. Mittelman |
| Name: | Bryan E. Mittelman | |
| Title: | Chief Financial Officer | |