Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of The Middleby Corporation (the "Company") held on May 7, 2009, the Company's stockholders approved and adopted proposals to amend the Company's 2007 Stock Incentive Plan (the "2007 Plan") to
(i) set forth performance criteria that may be applied as the basis for earning grants of performance stock made under the 2007 Plan pursuant to the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended and (ii) increase the number of shares available for grants by an additional 500,000 shares to an aggregate of 900,000 shares of the Company's common stock. The Company's Board of Directors previously adopted the amendments to the 2007 Plan subject to stockholder approval.

The foregoing summary of the 2007 Plan is qualified in its entirety by reference to the text of the 2007 Plan, as amended, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description
10.1 The Middleby Corporation 2007 Stock Incentive Plan, as amended.

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