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

On June 8, 2020, The Middleby Corporation, a Delaware corporation (the "Company"), held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") in Rockton, Illinois. There were a total of 55,309,988 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 46,982,451 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 27, 2020.





1. ELECTION OF DIRECTORS



Proposal one was the election of seven (7) directors. The shares present were
voted as follows:



Nominees                    For           Withhold        Broker Non-Votes
Gordon O'Brien            36,269,748       6,876,145              3,836,558
Timothy J. FitzGerald     42,989,737         156,156              3,836,558
Sarah Palisi Chapin       37,386,289       5,759,604              3,836,558
Cathy L. McCarthy         42,301,078         844,815              3,836,558
John R. Miller III        33,327,990       9,817,903              3,836,558
Robert A. Nerbonne        41,342,416       1,803,477              3,836,558
Nassem Ziyad              42,358,190         787,703              3,836,558

Pursuant to the foregoing votes, all seven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2021 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their earlier death, resignation or removal.

2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Proposal two was the ratification of Ernst & Young LLP as independent public accountants of the Company for the current fiscal year ending January 2, 2021. The shares present were voted as follows:





FOR: 46,702,989   AGAINST: 250,874   ABSTAIN: 28,588   BROKER NON-VOTES: 0

Pursuant to the foregoing votes, proposal two was approved.

3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

Proposal three was the approval, by an advisory vote, of the 2019 compensation of the Company's named executive officers. The shares present were voted as follows:

FOR: 24,083,738 AGAINST: 18,947,089 ABSTAIN: 115,066 BROKER NON-VOTES: 3,836,558

Pursuant to the foregoing votes, proposal three was approved on an advisory basis.

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