Middleby (NASDAQ: MIDD) investors back directors, executive pay and auditor

Rhea-AI Filing Summary

The Middleby Corporation reported voting results from its 2026 Annual Meeting of Stockholders. Of 46,621,841 shares entitled to vote, 44,057,414 were present or represented by proxy, indicating strong participation.

Stockholders elected eleven directors, with each nominee receiving over 38 million votes in favor and therefore being elected to serve until the 2027 annual meeting. Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with 40,916,800 votes for and 982,309 against. In addition, stockholders ratified the selection of Ernst & Young LLP as independent public accountants for the fiscal year ending January 2, 2027, with 42,891,095 votes for and 1,071,172 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 46,621,841 shares Shares present or by proxy: 44,057,414 shares Say-on-pay support: 40,916,800 for vs 982,309 against +3 more

6 metrics

Shares entitled to vote 46,621,841 shares Outstanding common stock entitled to vote at 2026 Annual Meeting

Shares present or by proxy 44,057,414 shares Shares represented at 2026 Annual Meeting

Say-on-pay support 40,916,800 for vs 982,309 against Advisory vote on executive compensation

Auditor ratification 42,891,095 for vs 1,071,172 against Ratification of Ernst & Young LLP

Lowest director support 38,036,569 for Votes for director nominee Gordon J. O'Brien

Broker non-votes 2,085,210 shares Broker non-votes on director and say-on-pay items

Key Terms

broker non-votes, advisory vote on executive compensation, independent public accountants, Nasdaq Global Select Market, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 2,085,210"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote on executive compensation financial

"advisory basis, of the compensation of the Company’s named executive officers"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent public accountants financial

"ratification of the selection of Ernst & Young LLP as the Company’s independent public accountants"

Nasdaq Global Select Market financial

"Common Stock | MIDD | Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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 19, 2026

_____________________________

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

_____________________________

Delaware			001-9973			36-3352497
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

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			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. o

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.

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

Dated:

May 21, 2026

By:

/s/ Brittany C. Cerwin

Brittany C. Cerwin

Chief Financial Officer

FAQ

What did Middleby (MIDD) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing eleven directors, approving executive compensation on an advisory basis, and ratifying Ernst & Young LLP as independent public accountants for the fiscal year ending January 2, 2027.

How many Middleby (MIDD) shares were represented at the 2026 Annual Meeting?

A total of 44,057,414 shares were present or represented by proxy out of 46,621,841 shares entitled to vote, showing a high level of shareholder participation in the meeting’s decisions.

Were all director nominees elected at Middleby’s 2026 Annual Meeting?

Yes, all eleven director nominees were elected. Each received at least 38,036,569 votes in favor, with varying against and abstain totals, and will serve until the 2027 Annual Meeting or earlier departure.

Did Middleby (MIDD) shareholders approve executive compensation in 2026?

Yes, shareholders approved the compensation of the named executive officers on an advisory basis, with 40,916,800 votes for, 982,309 against, 73,095 abstentions, and 2,085,210 broker non-votes recorded.

Which audit firm did Middleby (MIDD) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as independent public accountants for the fiscal year ending January 2, 2027, with 42,891,095 votes for, 1,071,172 against, and 95,147 abstentions recorded.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB