middleby_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 7, 2009
THE
MIDDLEBY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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1-9973
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36-3352497
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1400
Toastmaster Drive, Elgin, Illinois
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60120
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(847)
741-3300
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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At
the Annual Meeting of Stockholders of The Middleby Corporation (the “Company”) held on May
7, 2009, the Company’s stockholders approved and adopted proposals to amend the
Company’s 2007 Stock Incentive Plan (the “2007 Plan”) to (i)
set forth performance criteria that may be applied as the basis for earning
grants of performance stock made under the 2007 Plan pursuant to the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended
and (ii) increase the number of shares available for grants by an additional
500,000 shares to an aggregate of 900,000 shares of the Company’s common
stock. The Company’s Board of Directors previously adopted the
amendments to the 2007 Plan subject to stockholder approval.
The
foregoing summary of the 2007 Plan is qualified in its entirety by reference to
the text of the 2007 Plan, as amended, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(c) Exhibits
Exhibit
No.
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Description
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10.1
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The
Middleby Corporation 2007 Stock Incentive Plan, as
amended.
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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.
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THE
MIDDLEBY CORPORATION
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Dated:
May 13, 2009
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By:
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/s/ Timothy
J. FitzGerald
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Timothy
J. FitzGerald
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Vice
President and
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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The
Middleby Corporation 2007 Stock Incentive Plan, as
amended.
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