MIDDLEBY CORP. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of Directors: Julie M. Bowerman

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Julie M. Bowerman”): 46,551,524 for, 44,365 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 20,751,736 for, 0 against, 11,814 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Sarah Palisi Chapin

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Sarah Palisi Chapin”): 43,200,181 for, 3,396,535 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 19,680,582 for, 1,071,605 against, 11,363 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Timothy J. FitzGerald

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Timothy J. Fitzgerald”): 46,238,629 for, 357,852 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 20,752,187 for, 0 against, 11,363 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Edward P. Garden

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Edward P. Garden”): 46,514,707 for, 73,311 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 20,746,243 for, 5,493 against, 11,814 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Cathy L. McCarthy

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Cathy L. McCarthy”): 46,078,463 for, 505,742 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 20,751,909 for, 278 against, 11,363 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Robert A. Nerbonne

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Robert A. Nerbonne”): 45,883,643 for, 712,924 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 20,749,609 for, 2,578 against, 11,363 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Gordon J. O'Brien

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Gordon J. O'Brien”): 43,058,706 for, 3,537,494 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 19,424,002 for, 1,328,185 against, 11,363 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Stephen R. Scherger

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Stephen R. Scherger”): 45,699,475 for, 895,498 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 20,746,243 for, 5,493 against, 11,814 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Tejas P. Shah

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Tejas P. Shah”): 46,219,043 for, 341,071 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 20,752,187 for, 0 against, 11,363 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Election of Directors: Nassem A. Ziyad

MIDDLEBY CORP.’s own tally for this item (“Elect Director: Nassem A. Ziyad”): 45,970,222 for, 589,444 against, per its Form 8-K filed May 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The shares present were voted as follows: Pursuant to the foregoing votes, all ten nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2026 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their ea…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 111 asset managers below reported 20,752,187 for, 0 against, 11,363 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.

Description as filed by funds: Approval, on an advisory basis, of the compensation of our named executive officers.

MIDDLEBY CORP.’s own tally for this item (“2. ADVISORY VOTE ON EXECUTIVE COMPENSATION Proposal two was the approval, on an advisory basis, of the compensation of the Company's named executive officers”): 44,170,878 for, 2,405,136 against — passed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Pursuant to the foregoing votes, proposal two was approved on an advisory basis.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 110 managers: 19,975,085 for, 785,786 against, 11,363 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 348 managers: 27,987,607 for, 1,813,479 against, 10,059 abstained, 274 not voted, 87 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the selection of Ernst & Young LLP as the Company's independent public accountants for the current fiscal year ending January 3, 2026.

MIDDLEBY CORP.’s own tally for this item (“3. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS Proposal three was the ratification of the selection of Ernst & Young LLP as the Company's independent public accountants for the fiscal year ending January 3, 2026”): 48,151,108 for, 962,588 against — passed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Pursuant to the foregoing votes, proposal three was approved.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of MIDDLEBY CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Ratify Appointment of Independent Auditors” (2 managers, 11,990 for).

The 111 asset managers below reported 20,746,691 for, 5,496 against, 11,363 abstained.

Showing the 25 largest of 111 asset managers. See all 111 in the interactive database.