Independent
Tenure on this board
1.3 yrs
Also a director at
Brixmor Property Group Inc (BRX)
11 nominees · 3 ballot items.
Elect eleven directors; approve, on an advisory basis, named executive officer compensation (Say-on-Pay); and ratify Ernst & Young LLP as independent registered public accountants.
Elect eleven directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy (the Say-on-Pay vote). Management seeks this approval to validate its executive pay framework, which the Compensation Committee designed to attract and retain talent while linking pay to both short-term and long-term performance metrics. The program emphasizes pay-for-performance through annual cash incentives tied to organic adjusted EBITDA dollars and percentage and a long-term equity incentive mix weighted toward performance-based PSUs (Adjusted EPS Growth and ROIC) with a TSR modifier, plus time-based RSUs to support retention. The filing explains recent compensation outcomes — 0% payouts on annual incentives for FY2025 and below-target vesting of prior PSUs after applying a negative TSR modifier — and highlights changes made following stockholder engagement, such as metric selection and peer benchmarking. The vote is advisory; however, the Board and Compensation Committee will consider the results and stockholder feedback when setting future compensation policies. The Board’s unanimous recommendation to vote FOR rests on its view that the program aligns management incentives with stockholder value creation, incorporates risk-mitigating features (clawback policy, stock ownership guidelines, multiple metrics, and holding periods), and reflects stockholder outreach. Given recent strategic transactions (e.g., divestiture of a majority interest in the residential kitchen business and ongoing Food Processing spin-off) and capital return actions, management frames compensation as a tool to support execution of the company’s transformation and long-term value creation. Investors should weigh that the advisory vote does not change pay directly but serves as a governance signal that the Board will factor into compensation design and Committee deliberations.
Ratify the Audit Committee’s selection of Ernst & Young LLP as Middleby’s independent registered public accounting firm for the fiscal year ending January 2, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 14.1% | 6,359,449 | $843M |
| 2 | Garden Investment Management, L.P.Activist | 7.5% | 3,379,737 | $448M |
| 3 | BlackRock, Inc. | 5.4% | 2,430,633 | $322M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,052,629 | $272M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 1,974,720 | $262M |
| 6 | ARIEL INVESTMENTS, LLC | 3.4% | 1,519,859 | $202M |
| 7 | Select Equity Group, L.P. | 3.3% | 1,500,467 | $199M |
| 8 | STATE STREET CORP | 3.2% | 1,424,686 | $189M |
| 9 | BlackRock, Inc. | 3.0% | 1,354,102 | $180M |
| 10 | EARNEST PARTNERS LLC | 2.9% | 1,292,232 | $171M |
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