Middleby (MIDD) adopts new executive severance and value creation bonus plans

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The Middleby Corporation adopted two key executive compensation programs. The Board’s Compensation Committee approved a new Executive Severance Plan covering named executive officers and certain other executives. It provides severance benefits if employment is terminated without cause, with different terms when a termination occurs within 24 months after a change in control and when the executive resigns for good reason after such a change.

The Committee also adopted an amended and restated Value Creation Incentive Plan, originally established in 2011. Under this plan, named executive officers and selected employees may earn cash bonuses based on performance goals over a fiscal year or longer performance period, with awards paid only if designated performance goals set by the Committee are achieved.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Executive Severance Plan, change in control, good reason, Value Creation Incentive Plan, +1 more

5 terms

Executive Severance Plan financial

"adopted The Middleby Corporation Executive Severance Plan (the “ESP”)"

change in control financial

"within 24 months following a “change in control” (as defined in the ESP)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

good reason financial

"or a participant resigns their employment for “good reason” (as defined in the ESP)"

Value Creation Incentive Plan financial

"adopted an amended and restated The Middleby Corporation Value Creation Incentive Plan (the “VCIP”)"

performance goals financial

"payment of cash incentive bonuses based on attainment of performance goals with respect to a designated performance period"

Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.

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Understanding 8-K Material Events →

05/26/2026 - 04:30 PM

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 20, 2026

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-9973

36-3352497

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1400 Toastmaster Drive, Elgin, Illinois		60120
(Address of Principal Executive Offices)		(Zip Code)

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock

MIDD

The Nasdaq Global Select Market

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 ☐

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Executive Severance Plan

On May 20, 2026, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Middleby Corporation (the “Company”) adopted The Middleby Corporation Executive Severance Plan (the “ESP”), under which the Company’s named executive officers and certain other executives of the Company will be eligible to participate and receive benefits.

Under the ESP, if a participant’s employment is terminated by the Company without “cause” (as defined in the ESP) other than within 24 months following a “change in control” (as defined in the ESP), the participant will be entitled to, subject to the participant’s execution and non-revocation of a release of claims and continued compliance to certain restrictive covenant requirements:

•

for Tier I participants, which includes solely the Company’s Chief Executive Officer (“CEO”), an amount equal to 3.00 times the sum of the CEO’s (i) annual base salary and (ii) target annual bonus;

•

for Tier II participants, which includes the Company’s named executive officers – currently, Brittany C. Cerwin, Chief Financial Officer; James K. Pool III, Chief Technology and Operations Officer; Steven P. Spittle, Chief Commercial Officer; and Matthew R. Fuchsen, Chief Development Officer – and other individuals who report directly to the CEO, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus;

•

for Tier III participants, which includes other executives who will be selected by the Compensation Committee, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus;

•

for all participants, eligibility to receive a payment equal to the participant’s annual bonus at the actual level of performance, pro-rated through the date of employment termination; and

•

for U.S. participants, eligibility to receive COBRA health care continuation coverage for up to 18 months for Tier I participants and up to 12 months for Tier II and Tier III participants.

In the alternative event that a participant’s employment is terminated by the Company without “cause” (as defined in the ESP) or a participant resigns their employment for “good reason” (as defined in the ESP), in either case, within 24 months following a change in control, subject to the participant’s timely execution and non-revocation of a release of claims and continued compliance with customary restrictive covenants, the participant will be entitled to the following severance payments and benefits:

•

for the Tier I participant, as described above, an amount equal to 3.00 times the sum of the CEO’s (i) annual base salary and (ii) target annual bonus;

•

for Tier II participants, as described above, an amount equal to 2.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus;

•

for Tier III participants, as described above, an amount equal to 1.00 times the sum of the individual’s (i) annual base salary and (ii) target annual bonus;

•

for all participants, eligibility to receive payment equal to the participant’s target annual bonus for the year of termination, pro-rated through the date of employment termination; and

•

for U.S. participants, eligibility to receive COBRA health care continuation coverage for up to 18 months.

The foregoing description of the ESP does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ESP, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.

Adoption of Amended and Restated Value Creation Incentive Plan

On May 20, 2026, the Compensation Committee adopted an amended and restated The Middleby Corporation Value Creation Incentive Plan (the “VCIP”), which amended and restated the Company’s Value Creation Incentive Plan, which was previously adopted in 2011. The Company’s named executive officers, as well as certain other employees of the Company, will be eligible to participate in the VCIP.

The VCIP provides for the payment of cash incentive bonuses based on attainment of performance goals with respect to a designated performance period, which will be the fiscal year of the Company or such longer period as the Compensation Committee may determine. The VCIP terms include potential performance criteria that may be selected with respect to a particular performance period, and payment of awards under the VCIP is contingent on the Company’s achieving designated performance goals established by the Compensation Committee or as the Compensation Committee may otherwise determine.

The foregoing description of the VCIP does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the VCIP, a copy of which is filed as Exhibit 10.2 hereto and the terms of which are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		The Middleby Corporation Executive Severance Plan

10.2		The Middleby Corporation Value Creation Incentive Plan, as amended and restated

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: May 26, 2026	By:	/s/ Brittany C. Cerwin
		Brittany C. Cerwin
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Middleby (MIDD) approve in its new Executive Severance Plan?

Middleby approved an Executive Severance Plan for named executive officers and certain other executives. It offers severance benefits when employment is terminated without cause and, in some cases, when an executive resigns for good reason following a change in control, subject to releases and restrictive covenant compliance.

How does a change in control affect severance under Middleby (MIDD)’s plan?

If a change in control occurs, executives may receive severance if terminated without cause or resigning for good reason within 24 months. Eligibility depends on signing and not revoking a release of claims and continuing to comply with customary restrictive covenants defined in the plan.

Who is eligible to participate in Middleby (MIDD)’s Value Creation Incentive Plan?

Named executive officers and certain other employees of Middleby are eligible to participate in the Value Creation Incentive Plan. Participation allows them to earn cash incentive bonuses based on achieving performance goals over a defined performance period set by the Compensation Committee.

How are bonuses determined under Middleby (MIDD)’s Value Creation Incentive Plan?

Bonuses are determined by whether the company meets specific performance goals during a designated performance period. The performance period is typically the fiscal year or a longer period, and awards are payable only if the Compensation Committee’s designated performance goals are achieved or otherwise determined satisfied.

When was Middleby (MIDD)’s Value Creation Incentive Plan originally adopted and how is it changing?

Middleby’s Value Creation Incentive Plan was originally adopted in 2011 and has now been amended and restated. The updated plan continues to provide cash incentive bonuses tied to performance goals, with terms and criteria established by the Compensation Committee for each performance period.

Where can investors find the full details of Middleby (MIDD)’s new compensation plans?

Full details of the Executive Severance Plan and the amended Value Creation Incentive Plan are contained in Exhibits 10.1 and 10.2. These exhibits are incorporated by reference, providing the comprehensive terms, definitions, performance criteria, and conditions applicable to eligible executives and employees.

Filing Exhibits & Attachments

5 documents