UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On January 12, 2024, the Board of Directors (the “Board”) of The Middleby Corporation (the “Company”) increased the size of the Board from seven (7) to nine (9) directors and appointed Tejas P. Shah and Steven R. Scherger as directors of the Company to fill the vacancies so created. As of the date of this Current Report on Form 8-K, the Board has not determined Mr. Shah’s and Mr. Scherger’s Board committee assignments. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this Current Report on Form 8-K if and when such information is available.
Each of Mr. Shah and Mr. Scherger 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 March 31, 2023, which currently consists of an annual cash retainer and an annual grant of restricted stock units.
There are no arrangements or understandings between Mr. Shah or Mr. Scherger and any other person pursuant to which Mr. Shah and Mr. Scherger were selected as directors. Mr. Shah and Mr. Scherger are not participants in any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On January 16, 2024, the Company issued a press release regarding the appointment of Mr. Shah and Mr. Scherger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated January 16, 2024, issued by The Middleby Corporation. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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: January 16, 2024 | By: | /s/ Bryan E. Mittelman | ||
| Bryan E. Mittelman | ||||
| Chief Financial Officer | ||||