On May 10, 2012, The Middleby Corporation (the "Company") held its annual meeting of stockholders. A total of 15,925,841 shares of common stock were present in person or by proxy, which represented approximately 85.01% of the shares entitled to vote and which constituted a quorum. The matters presented for a vote at the meeting and the related results were as follows:

                            1. ELECTION OF DIRECTORS



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


     Nominees         For     Withheld  Abstain Broker Non-Votes

Selim A. Bassoul   12,400,949 3,524,892    -           0
Robert B. Lamb     15,168,352  757,489     -           0
Ryan Levenson      13,878,629 2,047,212    -           0
John R. Miller III 14,234,386 1,691,455    -           0
Gordon O'Brien     14,254,267 1,671,574    -           0
Philip G. Putnam   15,154,991  770,850     -           0
Sabin C. Streeter  15,154,546  771,295     -           0

Pursuant to the foregoing votes, all seven nominees listed above were elected to serve on the Company's Board of Directors.

2. ADVISORY VOTE ON EXECUTIVE COMPENSATION

Proposal two was the approval, by an advisory vote, of the 2011 compensation of the Company's named executive officers. The shares present were voted as follows:

FOR: 8,457,514 AGAINST: 7,418,088 ABSTAIN: 50,239 BROKER NON-VOTES: 0

Pursuant to the foregoing votes, the 2011 compensation of the Company's named executive officers was approved on an advisory basis.

3. STOCKHOLDER PROPOSAL

Proposal three was a non-binding stockholder proposal requesting that the Company's Board of Directors initiate the appropriate process to amend the Company's articles of incorporation and/or bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote retained for contested director elections. The shares present were voted as follows:

FOR: 13,463,569 AGAINST: 272,133 ABSTAIN: 171,750 BROKER NON-VOTES: 0

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