MIDDLEBY Corp Files DEF 14A for Annual Meeting

Ticker: MIDD · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 769520

Middleby Corp DEF 14A Filing Summary
FieldDetail
CompanyMiddleby Corp (MIDD)
Form TypeDEF 14A
Filed DateMar 29, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$315 m, $68 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Annual Meeting, Executive Compensation, Corporate Governance

TL;DR

<b>MIDDLEBY Corp has filed its Definitive Proxy Statement (DEF 14A) on March 29, 2024, detailing information for its upcoming annual meeting.</b>

AI Summary

MIDDLEBY Corp (MIDD) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. MIDDLEBY Corp filed a DEF 14A on 2024-03-29. The filing covers the period ending 2024-05-14. The company's fiscal year ends on December 30th. MIDDLEBY Corp is in the Refrigeration & Service Industry Machinery sector. The company's principal executive offices are located in Elgin, IL.

Why It Matters

For investors and stakeholders tracking MIDDLEBY Corp, this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it contains information regarding the annual meeting, including proposals to be voted on, director nominations, and executive compensation details. Understanding the contents of this filing allows investors to make informed decisions about their votes and assess the company's governance and financial health.

Risk Assessment

Risk Level: low — MIDDLEBY Corp shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation and director nominations sections to understand potential changes in leadership and incentive structures.

Key Numbers

  • 2024-03-29 — Filing Date (Date the DEF 14A was filed)
  • 2024-05-14 — Period of Report (The period covered by the filing)
  • 1230 — Fiscal Year End (December 30th)

Key Players & Entities

  • MIDDLEBY Corp (company) — Filer of the DEF 14A
  • Elgin, IL (location) — Business and mailing address

FAQ

When did MIDDLEBY Corp file this DEF 14A?

MIDDLEBY Corp filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MIDDLEBY Corp (MIDD).

Where can I read the original DEF 14A filing from MIDDLEBY Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MIDDLEBY Corp.

What are the key takeaways from MIDDLEBY Corp's DEF 14A?

MIDDLEBY Corp filed this DEF 14A on March 29, 2024. Key takeaways: MIDDLEBY Corp filed a DEF 14A on 2024-03-29.. The filing covers the period ending 2024-05-14.. The company's fiscal year ends on December 30th..

Is MIDDLEBY Corp a risky investment based on this filing?

Based on this DEF 14A, MIDDLEBY Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

What should investors do after reading MIDDLEBY Corp's DEF 14A?

Review the executive compensation and director nominations sections to understand potential changes in leadership and incentive structures. The overall sentiment from this filing is neutral.

How does MIDDLEBY Corp compare to its industry peers?

MIDDLEBY Corp operates in the Refrigeration & Service Industry Machinery sector, manufacturing commercial kitchen equipment.

Are there regulatory concerns for MIDDLEBY Corp?

The DEF 14A filing is a standard requirement under the Securities Exchange Act of 1934 for public companies soliciting proxies for shareholder meetings.

Industry Context

MIDDLEBY Corp operates in the Refrigeration & Service Industry Machinery sector, manufacturing commercial kitchen equipment.

Regulatory Implications

The DEF 14A filing is a standard requirement under the Securities Exchange Act of 1934 for public companies soliciting proxies for shareholder meetings.

What Investors Should Do

  1. Review the proposals to be voted on at the annual meeting.
  2. Examine the director nominees and their qualifications.
  3. Analyze the executive compensation details and any changes from previous years.

Key Dates

  • 2024-03-29: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
  • 2024-05-14: Period of Report End Date — The period for which the filing provides information.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for annual meetings and does not represent a change from a previous filing type.

Filing Stats: 4,171 words · 17 min read · ~14 pages · Grade level 15.9 · Accepted 2024-03-29 16:11:27

Key Financial Figures

  • $315 m — A. Proforma Free Cash Flow for 2021 is $315 million, excluding the termination fee re
  • $68 million — f taxes and deal costs of approximately $68 million. References throughout this document t

Filing Documents

Executive Compensation

Executive Compensation 28 Compensation Discussion and Analysis 28 Report of the Compensation Committee of the Board of Directors 36

Executive Compensation Tables

Executive Compensation Tables 37

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 48 Delinquent Section 16(a) Reports 50 Proposal 3: Ratification of Selection of Independent Public Accountants 51 Vote Required for Approval; Board Recommendation 51 Report of the Audit Committee 52 Information About the Annual Meeting 53 Annex A - Non-GAAP Financial Measures 55 2024 PROXY 4 Back to Contents Proxy Summary THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION FROM THIS PROXY STATEMENT, BUT DOES NOT CONTAIN ALL THE INFORMATION THAT YOU SHOULD CONSIDER. PLEASE READ THE ENTIRE PROXY STATEMENT BEFORE VOTING YOUR SHARES. FOR MORE COMPLETE INFORMATION REGARDING MIDDLEBY'S 2023 PERFORMANCE, PLEASE REVIEW OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 30, 2023. WHEN WHERE RECORD DATE Tuesday, May 14, 2024, Virtual Meeting March 15, 2024 at 10:00 a.m. (CDT) www.virtualshareholdermeeting.com/MIDD2024 Meeting Agenda The matters we will act upon at the Annual Meeting are: Proposal Board voting recommendation Where to find more information Elect nine directors for a one-year term FOR each nominee Page 13 Approve, on an advisory basis, the compensation of Middleby's named executive officers FOR Page 27 Ratify the selection of Ernst & Young LLP as Middleby's independent registered public accounting firm for fiscal year 2024 FOR Page 51 What's New? We published our 2023 Sustainability Report Update highlighting our recent innovations in commercial foodservice equipment, industrial food processing equipment and residential appliances achieved through internal innovation and by acquisition. We expanded the breadth and depth of our Board of Directors by adding two new directors with experience in technology innovation, acquisition, and cybersecurity. We continue to expand our robust information security training and compliance program for all new and existing employees. Our Audit Committee oversees the Co

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