Good afternoon, welcome to The Middleby Corporation 2026 Annual Meeting of Stockholders. I would now like to introduce the first presenter, Timothy FitzGerald, Chief Executive Officer of The Middleby Corporation.
Thank you. I am Tim Fitzgerald, Chief Executive Officer of The Middleby Corporation, and I will act as Chairman of the meeting. I would like to introduce the following people: Brittany Cerwin, Chief Financial Officer, James K. Pool III, Chief Technology and Operations Officer, Steve Spittle, Chief Commercial Officer, Matthew Fuchsen, Chief Development Officer, and Michael D. Thompson, General Counsel and Secretary. Ms. Cerwin will act as Secretary of the meeting. I would also like to take this opportunity to introduce our Board of Directors of the company, starting with our Chairman, Gordon J. O'Brien, Julie M. Bowerman, Sarah Palisi Chapin, Glenn A. Eisenberg, Edward P. Garden, Christopher Hix, Cathy L. McCarthy, Robert A. Nerbonne, Stephen R. Scherger, and Tejas P. Shah. Also present virtually are representatives from the accounting firm of Ernst & Young who will be available to answer questions later in the meeting.
We will follow the agenda and the rules of conduct posted on the virtual meeting portal. Following introduction of the items of business, we will address pertinent questions related to those items. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting portal. Ms. Cerwin, would you please present the notice of the meeting and affidavit of mailing?
I have in my hand a copy of the notice of the annual meeting of stockholders and an affidavit stating that the notice and accompanying proxy materials and annual report were mailed and posted online on April 8th, 2026, to all stockholders of record at the close of business on March 20th, 2026, the record date for this meeting.
The Secretary is directed to file the notice of annual meeting and the affidavit of mailing with the minutes of this meeting. In accordance with Delaware law, the Board of Directors has designated Michael Thompson as Inspector of Election. I have requested Mr. Thompson to submit his oath as inspector and directed the Secretary to file the same with the minutes of the meeting. Will the Inspector of Election report on how many stockholders are present in person or by proxy?
As of the record date, there is only one class of stock outstanding common stock. There are now present in person or by proxy the holders of at least 44,057,414 shares of common stock out of a total of 46,621,841 shares of common stock issued and outstanding as of the record date. This constitutes more than a majority of the outstanding shares of common stock entitled to vote at the meeting, and therefore, there is a quorum present.
Ms. Cerwin, will you please present a certified list of stockholders of the company?
I present to you an alphabetical list of the stockholders of the company of record at the close of business on March 20th, 2026, the record date for this meeting. This list has been open to the examination of any stockholder at the office of the company for more than 10 days prior to this meeting, and it will be kept open during this meeting for inspection by any stakeholder present.
We have three formal items of business to consider at the meeting. We will vote on these items after I've presented all of them. The first item of business is the election of directors. In accordance with the bylaws of the company and the proxy statement mailed to the stockholders, 11 directors will be elected by a majority of the votes cast at the meeting to hold office until the 2027 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Each stockholder is entitled to one vote per share for each director to be elected. Will the secretary report the names of the nominees for the board of directors for election as directors?
On behalf of the Board of Directors, I present the following nominees to be elected as directors of The Middleby Corporation to hold office until the 2027 Annual Meeting of Stockholders or until their successors shall be elected and shall qualify. Timothy J. FitzGerald, Julie M. Bowerman, Sarah Palisi Chapin, Glenn A. Eisenberg, Edward P. Garden, Christopher M. Hix, Cathy L. McCarthy, Robert A. Nerbonne, Gordon J. O'Brien, Stephen R. Scherger, Tejas P. Shah. The Board of Directors unanimously recommends a vote in favor of each of the nominees as a director of the company.
The secretary is advised that under the company's bylaws, the only persons who have been properly nominated are those nominees listed in the company's proxy statement. I therefore declare that the nominations for directors are closed. Proposal number two is the approval on an advisory basis of the compensation of the company's named executive officers as disclosed pursuant to the company's disclosure rules of the Securities and Exchange Commission. The proposal to approve the compensation of the company's named executive officers is described in detail in the company's proxy statement. The B oard of Directors unanimously recommends a vote in favor of proposal number two. Proposal number three is a ratification of the selection of Ernst & Young LLP as the company's independent public accountants for the current fiscal year ending January 2, 2027. The Board of Directors unanimously recommends a vote in favor of proposal number three.
If you want to make a question or comment, please submit your question or comment through the virtual meeting portal. Now that you have heard the three items of business to be voted upon at this meeting, at this time, I declare the voting polls for each of these items to be open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button in the virtual meeting portal and following the instructions there. Stockholders who have sent in their proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. While the polls are open, we now proceed to the question and answer period for the agenda items. I now ask the Inspector of Election to read any questions that are germane to the agenda items.
Tim, we have received no questions that are germane to these matters.
Now that everyone has had an opportunity to vote, I declare that the polls are closed for all the matters to be voted upon at this meeting. I understand that the Inspector of Election has inspected the proxies and ballots and has kept a preliminary vote report. Will the inspector please report the results?
Yes, on proposal one, a majority of the votes cast at this meeting have voted for the election of each of the nominees of the Board of Directors. Accordingly, Mr. FitzGerald, Ms. Bowerman, Ms. Chapin, Mr. Eisenberg, Mr. Garden, Mr. Hix, Ms. McCarthy, Mr. Nerbonne, Mr. O'Brien, Mr. Scherger, and Mr. Shah have been duly elected as directors of the company. On proposal two, a majority of the votes cast at this meeting have voted in favor of the approval on an advisory basis of the compensation of the company's named executive officers. Accordingly, proposal two has been approved.
On proposal number three, a majority of the votes cast at this meeting have voted for the ratification of the selection of Ernst & Young LLP as the company's independent public accountants for the fiscal year ending January 2, 2027, and accordingly, proposal number three has been approved. We will be reporting the final vote results in a Form 8-K to be filed with the SEC within four business days after this meeting.
We have now completed all the business of the meeting. I therefore will entertain a motion to adjourn.
I move that the meeting be adjourned.
I second that motion.
All in favor, please say aye.
Aye.
Aye.
There being no opposition, the meeting is adjourned. Now that the official items of the meeting have concluded, I would like to thank our shareholders for your continued support. I would also like to thank our teams for their tremendous effort over the past year as we've worked to separate into three independent businesses. This has been a transformational undertaking and reflects the strength, dedication, and execution capabilities of our entire organization. Over time, we have built three industry-leading businesses, and we're excited for each to pursue its own path and next chapter of growth. We're at an important milestone as we enter the final stage of the transformation with the completion of the food processing spin. We are confident this transformation will create significant shareholder value. On July 6th, we're excited to launch our food processing business to be named Midera as a standalone public company.
This business has a strong track record and remains in the early stages of its next phase of growth. With technology leadership, integrated customer solutions, and a pipeline of M&A opportunities, we're confident it is well-positioned to create compounding shareholder value over time. Following the spin, Middleby will become a pure-play innovation leader and solutions provider in commercial food service. With a focused strategy, we'll further accelerate our growth initiatives, extend our technology advantages, expand our customer service capabilities, and grow our market leadership. We're gaining traction with investments we have made to expand into new markets internationally and in new categories such as ice and beverage. It's an exciting future for Middleby. Last week, we presented the strategic visions, roadmaps, and financial expectations at our investor day for both Middleby and Midera, and we encourage you to review those materials which are available on our website.
Middleby has never been stronger. With a strong foundation, clear strategic focus, and significant opportunities ahead, the future is bright. On behalf of the board and management team, thank you again to our shareholders for your confidence and support. That concludes our presentation for today.
Thank you. The annual meeting of stockholders has now come to an end. Thank you for attending. You may now leave the virtual meeting.