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MIDD > SEC Filings for MIDD > Form 8-K on 8-May-2014All Recent SEC Filings

Show all filings for MIDDLEBY CORP

Form 8-K for MIDDLEBY CORP


8-May-2014

Submission of Matters to a Vote of Security Holders


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

On May 6, 2014, The Middleby Corporation, a Delaware corporation (the "Company"), held its 2014 Annual Meeting of Stockholders (the "Annual Meeting") in Elgin, Illinois. A total of 18,083,805 shares of the Company's Common Stock were present in person or by proxy, which represented approximately 93.96% of the shares entitled to vote and which constituted a quorum. At the Annual Meeting, the Company's stockholders voted on four proposals and 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 27, 2014.

1.  ELECTION OF DIRECTORS



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


     Nominees            For        Against    Abstain   Broker Non-Votes

Selim A. Bassoul      15,868,491    474,279    15,672       1,725,363
Sarah Palisi Chapin   15,987,010    355,908    15,524       1,725,363
Robert B. Lamb        16,084,035    258,140    16,267       1,725,363
John R. Miller III    14,057,462   2,284,683   16,297       1,725,363
Gordon O'Brien        14,239,558   2,102,987   15,897       1,725,363
Philip G. Putnam      15,585,822    756,820    15,800       1,725,363
Sabin C. Streeter     15,904,249    438,693    15,500       1,725,363

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 2015 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, by an advisory vote, of the 2013 compensation of the Company's named executive officers. The shares present were voted as follows:

FOR: 8,560,967 AGAINST: 7,486,309 ABSTAIN: 311,166 BROKER NON-VOTES: 1,725,363

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

3. AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION

Proposal three was the amendment of the Company's Restated Certificate of Incorporation to increase the total number of authorized shares of the Company's Common Stock from 47,500,000 to 95,000,000 shares (the "Amendment"). The shares present were voted as follows:

FOR: 9,738,544 AGAINST: 8,253,849 ABSTAIN: 91,412 BROKER NON-VOTES: 0


Pursuant to the foregoing votes, proposal three was approved. On May 8, 2014, the Company filed a Certificate of Amendment of the Company's Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to implement the Amendment, which became effective upon filing.

The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

4. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Proposal four was the ratification of Ernst & Young LLP as independent public accountant of the Company for the current fiscal year ending January 3, 2015. The shares present were voted as follows:

FOR: 18,047,682 AGAINST: 15,430 ABSTAIN: 20,693 BROKER NON-VOTES: 0

Pursuant to the foregoing votes, proposal four was approved.


Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.   Description
   3.1        Certificate of Amendment of the Restated Certificate
              of Incorporation of The Middleby Corporation, as
              filed with the Secretary of State of the State of
              Delaware on May 8, 2014.


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