---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-149475"
form_type: "8-K"
ticker: "MIDD"
cik: "0000769520"
company_name: "MIDDLEBY Corp"
filed_at: "2023-05-19T23:59:59+00:00"
generated_at: "2026-06-14T20:19:40.362502+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Middleby shareholders elect all seven director nominees at 2023 annual meeting

## Summary
- All seven director nominees elected with votes ranging from 41M to 45.3M for; no nominee received less than 41M votes.
- Advisory vote on executive compensation approved (40.98M for, 4.72M against).
- Shareholders selected one-year frequency for future advisory votes on executive compensation (44.91M for one year).
- Ratification of Ernst & Young as independent auditor for fiscal 2023 approved (48.68M for, 0.26M against).

## SEC filing metadata
- accession: 0001193125-23-149475
- form_type: 8-K
- ticker: MIDD
- cik: 0000769520
- company_name: MIDDLEBY Corp
- filed_at: 2023-05-19T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/769520/000119312523149475/0001193125-23-149475-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/769520/000119312523149475/d500908d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-149475
- JSON: https://secwatch.observer/filing/0001193125-23-149475.json
- Plain text: https://secwatch.observer/filing/0001193125-23-149475.txt

## Key facts
- Shareholder Votes
  MIDDLEBY Corp shareholders approved Election of seven directors at the 2023-05-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: Proposal one was the election of seven (7) directors. The shares present were voted as follows: Nominees For Against Abstain Broker 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/769520/000119312523149475/0001193125-23-149475-index.htm
- Shareholder Votes
  MIDDLEBY Corp shareholders approved Advisory vote on executive compensation at the 2023-05-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/769520/000119312523149475/0001193125-23-149475-index.htm
- Shareholder Votes
  MIDDLEBY Corp shareholders approved Ratification of Ernst & Young LLP as independent public accountants at the 2023-05-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/769520/000119312523149475/0001193125-23-149475-index.htm
- Shareholder Votes
  MIDDLEBY Corp shareholders approved Frequency of holding an advisory vote on executive compensation at the 2023-05-16 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-16
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/769520/000119312523149475/0001193125-23-149475-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.