Middleby shareholders elect all 11 directors, approve say-on-pay, ratify EY auditor at 2026 meeting

MIDDLEBY Corp

Directors elected; Gordon J. O'Brien received 3.93M against (9.4% of votes cast), highest dissent.
Advisory vote on executive compensation approved with 40.9M for, 0.98M against.
Ratification of Ernst & Young as auditor for FY2026 passed with 42.9M for, 1.07M against.
Proxies represented 44.1M of 46.6M outstanding shares (94.5% turnout).

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

MIDDLEBY Corp shareholders approved Ratification of selection of Ernst & Young LLP as independent public accountants for fiscal year ending January 2, 2027 at the 2026-05-19 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-05-19

Exact text from the filing

Proposal three was the ratification of the selection of Ernst & Young LLP as the Company's independent public accountants for the fiscal year ending January 2, 2027. The shares present were voted as follows: For Against Abstain Broker Non-Votes 42,891,095 1,071,172 95,147 —

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

MIDDLEBY Corp shareholders approved Advisory vote on executive compensation at the 2026-05-19 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2026-05-19

Exact text from the filing

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 40,916,800 982,309 73,095 2,085,210

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

MIDDLEBY Corp shareholders approved Election of eleven directors at the 2026-05-19 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-05-19

Exact text from the filing

Proposal one was the election of eleven (11) directors. The shares present were voted as follows: Nominees For Against Abstain Broker Non-Votes Julie M. Bowerman 41,426,022 528,622 17,560 2,085,210 Sarah Palisi Chapin 39,140,321 2,821,278 10,605 2,085,210 Glenn A. Eisenberg 41,603,324 284,827 84,053 2,085,210 Timothy J. Fitzgerald 41,628,896 331,837 11,471 2,085,210 Edward P. Garden 41,203,500 756,157 12,547 2,085,210 Christopher M. Hix 41,741,381 136,218 94,605 2,085,210 Cathy L. McCarthy 41,420,969 530,061 21,174 2,085,210 Robert A. Nerbonne 41,233,561 687,030 51,613 2,085,210 Gordon J. O'Brien 38,036,569 3,925,250 10,385 2,085,210 Stephen R. Scherger 41,225,965 694,794 51,445 2,085,210 Tejas P. Shah 41,547,593 374,428 50,183 2,085,210

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MIDDLEBY Corp filing history →

Source: SEC EDGAR

accession 0000769520-26-000034

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