Middleby Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eleven directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).

   More detail

   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.

3. 3

   Ratification of Selection of Independent Registered Public Accountants

   ManagementBoard: FOR

   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.

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When is the Middleby Corp 2026 annual meeting?

Middleby Corp (MIDD) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Middleby Corp 2026 meeting?

The record date for the Middleby Corp 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Middleby Corp's 2026 meeting?

The board is presenting 11 director nominees at the Middleby Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Middleby Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Middleby Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.