Home › Companies › The Middleby Corporation › 2025-2026

The Middleby Corporation 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and The Middleby Corporation’s Form 8-K, filed May 21, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 13Ballot items
  • 436Asset managers
  • 6,204Fund votes
  • May 19, 2026Meeting date

Results at a glance

Meeting of May 19, 2026: 13 items on The Middleby Corporation’s Form 8-K, filed May 21, 2026: 11 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore The Middleby Corporation in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by The Middleby Corporation

These tallies are The Middleby Corporation’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 21, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

The Middleby Corporation — official shareholder meeting results, meeting held May 19, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Julie M. Bowerman 41,426,022528,62217,560 --2,085,210 99%Elected—
Elect Director: Sarah Palisi Chapin 39,140,3212,821,27810,605 --2,085,210 93%Elected—
Elect Director: Glenn A. Eisenberg 41,603,324284,82784,053 --2,085,210 99.3%Elected—
Elect Director: Timothy J. Fitzgerald 41,628,896331,83711,471 --2,085,210 99.2%Elected—
Elect Director: Edward P. Garden 41,203,500756,15712,547 --2,085,210 98%Elected—
Elect Director: Christopher M. Hix 41,741,381136,21894,605 --2,085,210 99.6%Elected—
Elect Director: Cathy L. McCarthy 41,420,969530,06121,174 --2,085,210 99%Elected—
Elect Director: Robert A. Nerbonne 41,233,561687,03051,613 --2,085,210 98%Elected—
Elect Director: Gordon J. O'Brien 38,036,5693,925,25010,385 --2,085,210 91%Elected—
Elect Director: Stephen R. Scherger 41,225,965694,79451,445 --2,085,210 98%Elected—
Elect Director: Tejas P. Shah 41,547,593374,42850,183 --2,085,210 99.1%Elected—
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 40,916,800982,30973,095 --2,085,210 98%Approved—
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 2, 2027 42,891,0951,071,17295,147 ---- 98%Approved—

Source: The Middleby Corporation, Form 8-K, filed with the SEC on May 21, 2026 — read the filing on EDGAR.

How asset managers voted at the The Middleby Corporation 2025-2026 meeting

Each item below shows how the 436 asset managers that disclosed a The Middleby Corporation vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Julie M. Bowerman

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 41,426,022AGAINST: 528,622
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Julie M. Bowerman”): 41,426,022 for, 528,622 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,591,354 for, 29,522 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,591,354AGAINST: 29,522ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Julie M. Bowerman” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1251 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

2. Elect Director: Sarah Palisi Chapin

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 39,140,321AGAINST: 2,821,278
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Sarah Palisi Chapin”): 39,140,321 for, 2,821,278 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,258,183 for, 362,694 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,258,183AGAINST: 362,694ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Sarah Palisi Chapin” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,187,4072,719 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,834104 00For
State Street322,67020 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments0127,648 00Against
New York Life103,2120 00For
AQR99,1190 00For
SEI091,615 00Against
TIAA089,016 00Against
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

3. Elect Director: Glenn A. Eisenberg

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 41,603,324AGAINST: 284,827
Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: Glenn A. Eisenberg

The Middleby Corporation’s own tally for this item (“Elect Director: Glenn A. Eisenberg”): 41,603,324 for, 284,827 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,617,934 for, 2,941 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,617,934AGAINST: 2,941ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Glenn A. Eisenberg” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1250 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

4. Elect Director: Timothy J. Fitzgerald

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 41,628,896AGAINST: 331,837
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Timothy J. Fitzgerald”): 41,628,896 for, 331,837 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,619,628 for, 1,247 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,619,628AGAINST: 1,247ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Timothy J. FitzGerald” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1250 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

5. Elect Director: Edward P. Garden

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,203,500AGAINST: 756,157
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Edward P. Garden”): 41,203,500 for, 756,157 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,589,660 for, 31,216 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,589,660AGAINST: 31,216ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Edward P. Garden” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1251 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

6. Elect Director: Christopher M. Hix

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 41,741,381AGAINST: 136,218
Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Election of Directors: Christopher M. Hix

The Middleby Corporation’s own tally for this item (“Elect Director: Christopher M. Hix”): 41,741,381 for, 136,218 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,619,629 for, 1,247 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,619,629AGAINST: 1,247ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Christopher M. Hix” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1260 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

7. Elect Director: Cathy L. McCarthy

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 41,420,969AGAINST: 530,061
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Cathy L. McCarthy”): 41,420,969 for, 530,061 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,591,104 for, 29,772 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,591,104AGAINST: 29,772ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Cathy L. McCarthy” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1251 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

8. Elect Director: Robert A. Nerbonne

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,233,561AGAINST: 687,030
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Robert A. Nerbonne”): 41,233,561 for, 687,030 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,589,660 for, 31,216 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,589,660AGAINST: 31,216ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Robert A. Nerbonne” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1251 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

9. Elect Director: Gordon J. O'Brien

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 38,036,569AGAINST: 3,925,250
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Gordon J. O'Brien”): 38,036,569 for, 3,925,250 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 16,798,801 for, 1,822,074 against, 7,161 abstained, 40 not voted.

FOR
FOR: 16,798,801AGAINST: 1,822,074ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Gordon J. O'Brien” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1178 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan01,737,734 00Against
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,67020 00For
John Hancock296,1010 00For
Brighthouse230,7703,738 7,1610For
Jackson National193,939965 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial36,89445,657 00Mixed
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

10. Elect Director: Stephen R. Scherger

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,225,965AGAINST: 694,794
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Stephen R. Scherger”): 41,225,965 for, 694,794 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,619,628 for, 1,248 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,619,628AGAINST: 1,248ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Stephen R. Scherger” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1251 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

11. Elect Director: Tejas P. Shah

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 41,547,593AGAINST: 374,428
Details: description as filed, official tally, votes by 105 asset managers

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

The Middleby Corporation’s own tally for this item (“Elect Director: Tejas P. Shah”): 41,547,593 for, 374,428 against, per its Form 8-K filed May 21, 2026 (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 eleven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2027 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their…”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 105 asset managers below reported 18,619,628 for, 1,248 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,619,628AGAINST: 1,248ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Election of Directors: Tejas P. Shah” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1251 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,6900 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

12. 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION Proposal two was the approval, on an advisory basis, of the compensation of…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 11 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 40,916,800AGAINST: 982,309
Details: description as filed, official tally, votes by 436 asset managers

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

The Middleby Corporation’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”): 40,916,800 for, 982,309 against — passed, per its Form 8-K filed May 21, 2026 (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: 98% 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: 103 asset managers voting on “Approval, on an advisory basis, of the compensation of our named executive officers; and” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1251 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,564126 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life97,2485,964 00Mixed
AQR99,1190 00For
SEI91,080535 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Fund voting reports, all 103 managers: 18,582,122 for, 37,586 against, 8,408 abstained, 40 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 362 asset managers voting on “Approval, on an advisory basis, of the compensation of our named executive officers; and” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price7,409,8180 00For
Garden Investment Management, L.P.3,379,6370 00For
Select Equity Group, L.P.1,538,3760 00For
BlackRock1,467,8697,465 00For
Invesco1,349,4790 00For
EARNEST PARTNERS LLC1,003,8272,039 00For
State Street973,01937 00For
Wellington913,2380 00For
GEODE CAPITAL MANAGEMENT, LLC905,2310 00For
Turtle Creek Asset Management Inc.897,2830 00For
ARIEL INVESTMENTS, LLC614,7120 00For
AMERIPRISE FINANCIAL INC457,8480 00For
COOKE & BIELER LP431,8240 00For
Northern Trust384,5054,049 00For
Vanguard357,7260 00For
Charles Schwab338,8010 00For
MELLON INVESTMENTS Corp302,5110 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP301,825213 00For
Brandywine Global Investment Management, LLC247,1250 00For
DE Shaw244,2790 00For
Robeco Institutional Asset Management B.V.0200,891 00Against
Russell Investments191,3020 00For
Dimensional186,9100 00For
Natixis167,2990 00For
Edward D. Jones & Co., L.P.165,6910 00For

Institutional-manager reports, all 362 managers: 27,929,131 for, 605,141 against, 17 abstained, 535 not voted. Showing the 25 largest; see all in the interactive database.

13. 3. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS Proposal three was the ratification of the selection of Ernst & Young…

Official resultSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 42,891,095AGAINST: 1,071,172
Details: description as filed, official tally, votes by 105 asset managers

Description as filed by funds: Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accountants for the fiscal year ending January 2, 2027.

The Middleby Corporation’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 2, 2027”): 42,891,095 for, 1,071,172 against — passed, per its Form 8-K filed May 21, 2026 (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.

The 105 asset managers below reported 18,620,853 for, 22 against, 7,161 abstained, 40 not voted.

FOR
FOR: 18,620,853AGAINST: 22ABSTAIN: 7,161NOT VOTED: 40
Largest asset managers voting on “Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accountants ” at The Middleby Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,190,1232 00For
T. Rowe Price3,288,1680 00For
BlackRock2,202,2520 00For
JPMorgan1,737,7340 00For
Invesco1,314,5070 00For
Fidelity902,5940 00For
ARIEL INVESTMENT TRUST755,1060 00For
Dimensional414,2110 00For
Charles Schwab336,9380 00For
State Street322,67020 00For
John Hancock296,1010 00For
Brighthouse234,5080 7,1610For
Jackson National194,9040 00For
Columbia Threadneedle177,5000 00For
Bridge Builder Trust144,6390 00For
Lord Abbett144,2500 00For
WisdomTree137,3130 00For
ALPS Series Trust136,0000 00For
Russell Investments127,6480 00For
New York Life103,2120 00For
AQR99,1190 00For
SEI91,6150 00For
TIAA89,0160 00For
Lincoln Financial82,5510 00For
Equitable72,3750 00For

Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.

Largest The Middleby Corporation shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 45,214,496 shares outstanding at the time of that meeting.

Fund voting reports: top The Middleby Corporation shareholders by shares voted on “Approval, on an advisory basis, of the compensation of our named executive officers; and”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 9.27%
2T. Rowe Price 7.27%
3BlackRock 4.87%
4JPMorgan 3.84%
5Invesco 2.91%
6Fidelity 2.00%
7ARIEL INVESTMENT TRUST 1.67%
8Dimensional 0.92%
9Charles Schwab 0.75%
10State Street 0.71%
Institutional-manager reports: top The Middleby Corporation shareholders by shares voted on “Approval, on an advisory basis, of the compensation of our named executive officers; and”, 2025-2026
#Asset manager % of shares outstanding
1T. Rowe Price 16.39%
2Garden Investment Management, L.P. 7.47%
3Select Equity Group, L.P. 3.40%
4BlackRock 3.26%
5Invesco 2.98%
6EARNEST PARTNERS LLC 2.22%
7State Street 2.15%
8Wellington 2.02%
9GEODE CAPITAL MANAGEMENT, LLC 2.00%
10Turtle Creek Asset Management Inc. 1.98%

Reported The Middleby Corporation holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

The Middleby Corporation holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
T. Rowe Price Associates, Inc. 14.20% 13G
BlackRock, Inc. 9.86% DEF14A
Vanguard Group 9.52% 13F
Edward Garden 7.47% DEF14A
GI SPV I L.P. 7.47% 13D
JPMorgan Chase 5.24% 13F
Select Equity Group, L.P. 3.32% 13G
State Street 3.15% 13F
Invesco 3.06% 13F
Wellington Management 2.65% 13F

Percentages above are of 45,214,496 shares outstanding, as reported by The Middleby Corporation on its Form 10-Q dated May 11, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from The Middleby Corporation’s 10-Q dated May 11, 2026. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At The Middleby Corporation's shareholder meeting held May 19, 2026, in the 2025-2026 proxy season, 436 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 6,204 separate fund positions. On the most widely held item on that ballot — Approval, on an advisory basis, of the compensation of our named executive officers; and — The Middleby Corporation's filing reports the proposal as approved, with 98% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: The Middleby Corporation's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 21, 2026.

The Middleby Corporation proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.