Middleby Corp. Reports Officer/Director Changes, Comp. Arrangements

TL;DR

**Middleby Corp. just filed an 8-K about executive changes and pay, keep an eye out for details!**

AI Summary

The Middleby Corporation filed an 8-K on January 16, 2024, reporting an event that occurred on January 12, 2024, related to changes in its directors or certain officers and their compensatory arrangements. This filing indicates potential shifts in leadership or executive compensation, which could impact the company's strategic direction and financial performance. Investors should pay attention to subsequent filings for details on who departed or was appointed, and the specifics of any new compensation plans, as these can influence future profitability and shareholder value.

Why It Matters

Changes in leadership and executive compensation can signal strategic shifts or financial restructuring, directly impacting a company's future performance and investor confidence.

Risk Assessment

Risk Level: medium — While the filing itself is routine, the undisclosed details of officer changes and compensation arrangements could introduce future operational or financial risks depending on the specifics.

Analyst Insight

Investors should monitor for subsequent filings or press releases from Middleby Corporation that provide specific names of departing/appointed officers or directors and details of any new compensation arrangements, as these specifics will determine the actual impact on the company's future.

Key Players & Entities

• THE MIDDLEBY CORPORATION (company) — Registrant as Specified in its Charter
• January 12, 2024 (date) — Date of earliest event reported
• January 16, 2024 (date) — Filed as of date
• Delaware (company) — State or Other Jurisdiction of Incorporation
• 1-9973 (dollar_amount) — Commission File Number
• 36-3352497 (dollar_amount) — IRS Employer Identification No.
• 1400 Toastmaster Drive, Elgin, Illinois, 60120 (company) — Address of Principal Executive Offices
• 847-741-3300 (dollar_amount) — Registrant’s telephone number
• MIDD (company) — Trading Symbol for Common Stock
• The Nasdaq Global Select Market (company) — Exchange on Which Registered Common Stock

Forward-Looking Statements

• Middleby Corporation will release further details regarding the specific officer or director changes and compensatory arrangements in a subsequent filing or press release. (Middleby Corporation) — high confidence, target: Q1 2024
• The market will react to the specific details of the leadership changes and compensation, potentially causing short-term stock volatility. (MIDD stock) — medium confidence, target: Q1 2024

FAQ

Filing Documents

• d75462d8k.htm (8-K) — 25KB
• d75462dex991.htm (EX-99.1) — 7KB
• g75462g0116063220299.jpg (GRAPHIC) — 3KB
• 0001193125-24-008653.txt ( ) — 156KB
• midd-20240112.xsd (EX-101.SCH) — 3KB
• midd-20240112_lab.xml (EX-101.LAB) — 17KB
• midd-20240112_pre.xml (EX-101.PRE) — 11KB
• d75462d8k_htm.xml (XML) — 3KB

02

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.

Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR