UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 6, 2019, the Board of Directors (the “Board”) of The Middleby Corporation, a Delaware corporation (the “Company”), increased the size of the Board from 6 to 7 members and appointed Robert A. Nerbonne to fill the vacancy so created. Mr. Nerbonne was appointed to serve as a member of the Board and the Nominating and Corporate Governance Committee of the Board until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
Mr. Nerbonne will participate in the compensation arrangements for nonemployee members of the Board described in the Definitive Proxy Statement of the Company filed with the Securities and Exchange Commission on April 18, 2019.
There are no arrangements or understandings between Mr. Nerbonne and any other persons pursuant to which he was selected as a director. There are also no family relationships between Mr. Nerbonne and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On August 7, 2019, the Company issued a press release relating to the matters described in this Current Report on Form 8-K. The information in the press release attached hereto shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| Exhibit 99.1 | Press release of The Middleby Corporation dated August 7, 2019. | |
| Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 7, 2019 | THE MIDDLEBY CORPORATION | ||
| By: | /s/ Timothy J. FitzGerald | ||
| Timothy J. FitzGerald | |||
| Chief Executive Officer | |||