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

On May 16, 2022, The Middleby Corporation, a Delaware corporation (the "Company"), held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). There were a total of 54,391,771 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 47,831,513 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 March 31, 2022.

1. ELECTION OF DIRECTORS




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

                                                                        Broker
Nominees                    For            Against       Abstain       Non-Votes
Gordon O'Brien            43,086,965       2,244,878       37,991       2,461,679
Timothy J. FitzGerald     45,052,424         279,657       37,753       2,461,679
Sarah Palisi Chapin       43,382,024       1,946,724       41,086       2,461,679
Cathy L. McCarthy         44,166,238       1,166,318       37,278       2,461,679
John R. Miller III        40,712,566       4,619,361       37,907       2,461,679
Robert A. Nerbonne        44,089,931       1,242,239       37,664       2,461,679
Nassem Ziyad              45,178,415         137,861       53,558       2,461,679

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 2023 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: 41,842,148 AGAINST: 3,490,486 ABSTAIN: 37,200 BROKER NON-VOTES: 2,461,679

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 December 31, 2022. The shares present were voted as follows:

FOR: 47,658,098 AGAINST: 142,536 ABSTAIN: 30,879 BROKER NON-VOTES: 0

Pursuant to the foregoing votes, proposal three was approved.

Item 8.01. Other Events.

On May 16, 2022, the Board of Directors of the Company authorized the repurchase of up to an additional 2,500,000 shares of the Company's common stock under the Company's existing share repurchase program (the "Repurchase Program"). As previously reported, in November 2017, the Board of Directors of the Company authorized the repurchase in the aggregate of up to 2,500,000 shares of the Company's common stock under the Repurchase Program. As of April 2, 2022, 2,027,577 shares had been purchased under the Repurchase Program and 472,423 shares remained authorized for repurchase.

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Purchases under the Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, block transactions or otherwise, as determined by the Chief Executive Officer, the Chief Financial Officer, the Chief Risk and Administration Officer, Treasurer and Secretary or any other executive officer of the Company.

The Repurchase Program does not obligate the Company to acquire any particular amount of common stock. Future repurchases, if any, will depend on factors such as levels of cash generation from operations, cash requirements for investment in the Company's business, repayment of future debt, if any, then current stock price, market conditions, securities law limitations and other factors. The Repurchase Program may be suspended, modified or discontinued at any time, but the authorization is of an open-ended term.

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