The Middleby (MIDD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Company reported $3.88 billion in 2024 net revenue, with 62.4% from commercial, 18.9% from food processing, and 18.7% from residential segments.

• Free cash flow for 2024 was $640 million, and adjusted EPS was $9.49.

• Announced spin-off of the Food Processing business to focus on core strategies and drive full valuation.

• Five acquisitions in 2024 enhanced food processing and commercial foodservice capabilities.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms.

• Advisory vote on executive compensation (Say on Pay).

• Ratification of Ernst & Young LLP as independent public accountants for fiscal year ending January 3, 2026.

Board of directors and corporate governance

• Board consists of ten nominees, nine of whom are independent; two new directors added in 2025.

• Separate Chairman and CEO roles; independent Chairman since 2019.

• Committees: Audit, Compensation, and Nominating and Corporate Governance, all fully independent.

• Annual board and committee evaluations, skillset assessments, and director education required.

• Stock ownership guidelines for directors and executives; all directors exceed minimum requirements.