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

On May 16, 2023, The Middleby Corporation, a Delaware corporation (the "Company"), held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). There were a total of 53,685,200 outstanding shares of common stock entitled to vote at the Annual Meeting, of which 48,972,179 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, 2023.

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            44,005,429       1,709,754       31,617       3,225,379
Timothy J. FitzGerald     45,347,570         367,958       31,272       3,225,379
Sarah Palisi Chapin       41,039,804       4,676,044       30,952       3,225,379
Cathy L. McCarthy         44,505,855       1,209,611       31,334       3,225,379
John R. Miller III        41,361,485       4,353,771       31,544       3,225,379
Robert A. Nerbonne        44,489,804       1,225,376       31,620       3,225,379
Nassem Ziyad              45,287,903         426,992       31,905       3,225,379

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 2024 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: 40,981,287 4,715,782 49,731 3,225,379

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

3. FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

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



ONE YEAR:    TWO YEARS:   THREE YEARS:   ABSTAIN:
44,909,441     7,554        794,413       35,392

Pursuant to the foregoing votes, the selection of "ONE YEAR" with respect to proposal three was approved on an advisory basis. The Company will hold an advisory vote on executive compensation every year until the next required non-binding, advisory vote on the frequency of the advisory vote on executive compensation.

--------------------------------------------------------------------------------

4. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Proposal four was the ratification of the selection of Ernst & Young LLP as the Company's independent public accountants for the fiscal year ending December 30, 2023. The shares present were voted as follows:

FOR: AGAINST: ABSTAIN: BROKER NON-VOTES: 48,684,952 258,528 28,699

            0

Pursuant to the foregoing votes, proposal four was approved.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses