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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.
Meeting of May 19, 2026: 13 items on The Middleby Corporation’s Form 8-K, filed May 21, 2026: 11 elected · 2 approved.
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
Explore The Middleby Corporation in the interactive database Compare manager voting policies
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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Julie M. Bowerman | 41,426,022 | 528,622 | 17,560 | -- | 2,085,210 | 99% | Elected | — |
| Elect Director: Sarah Palisi Chapin | 39,140,321 | 2,821,278 | 10,605 | -- | 2,085,210 | 93% | Elected | — |
| Elect Director: Glenn A. Eisenberg | 41,603,324 | 284,827 | 84,053 | -- | 2,085,210 | 99.3% | Elected | — |
| Elect Director: Timothy J. Fitzgerald | 41,628,896 | 331,837 | 11,471 | -- | 2,085,210 | 99.2% | Elected | — |
| Elect Director: Edward P. Garden | 41,203,500 | 756,157 | 12,547 | -- | 2,085,210 | 98% | Elected | — |
| Elect Director: Christopher M. Hix | 41,741,381 | 136,218 | 94,605 | -- | 2,085,210 | 99.6% | Elected | — |
| Elect Director: Cathy L. McCarthy | 41,420,969 | 530,061 | 21,174 | -- | 2,085,210 | 99% | Elected | — |
| Elect Director: Robert A. Nerbonne | 41,233,561 | 687,030 | 51,613 | -- | 2,085,210 | 98% | Elected | — |
| Elect Director: Gordon J. O'Brien | 38,036,569 | 3,925,250 | 10,385 | -- | 2,085,210 | 91% | Elected | — |
| Elect Director: Stephen R. Scherger | 41,225,965 | 694,794 | 51,445 | -- | 2,085,210 | 98% | Elected | — |
| Elect Director: Tejas P. Shah | 41,547,593 | 374,428 | 50,183 | -- | 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 | 40,916,800 | 982,309 | 73,095 | -- | 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 | 42,891,095 | 1,071,172 | 95,147 | -- | -- | 98% | Approved | — |
Source: The Middleby Corporation, Form 8-K, filed with the SEC on May 21, 2026 — read the filing on EDGAR.
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.
Combines 5 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 1 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 3 wordings of this item as funds reported it.
93% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,187,407 | 2,719 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,834 | 104 | 0 | 0 | For |
| State Street | 322,670 | 20 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 0 | 127,648 | 0 | 0 | Against |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 0 | 91,615 | 0 | 0 | Against |
| TIAA | 0 | 89,016 | 0 | 0 | Against |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.3% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99.2% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 4 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 1 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.6% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,126 | 0 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 5 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 1 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 4 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 1 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 4 wordings of this item as funds reported it.
91% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,117 | 8 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 0 | 1,737,734 | 0 | 0 | Against |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,670 | 20 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 230,770 | 3,738 | 7,161 | 0 | For |
| Jackson National | 193,939 | 965 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 36,894 | 45,657 | 0 | 0 | Mixed |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 4 wordings of this item as funds reported it.
98% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 1 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 4 wordings of this item as funds reported it.
99.1% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 1 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,690 | 0 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
Combines 11 wordings of this item as funds reported it.
98% Approved · of votes cast
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,125 | 1 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,564 | 126 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 97,248 | 5,964 | 0 | 0 | Mixed |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,080 | 535 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| T. Rowe Price | 7,409,818 | 0 | 0 | 0 | For |
| Garden Investment Management, L.P. | 3,379,637 | 0 | 0 | 0 | For |
| Select Equity Group, L.P. | 1,538,376 | 0 | 0 | 0 | For |
| BlackRock | 1,467,869 | 7,465 | 0 | 0 | For |
| Invesco | 1,349,479 | 0 | 0 | 0 | For |
| EARNEST PARTNERS LLC | 1,003,827 | 2,039 | 0 | 0 | For |
| State Street | 973,019 | 37 | 0 | 0 | For |
| Wellington | 913,238 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 905,231 | 0 | 0 | 0 | For |
| Turtle Creek Asset Management Inc. | 897,283 | 0 | 0 | 0 | For |
| ARIEL INVESTMENTS, LLC | 614,712 | 0 | 0 | 0 | For |
| AMERIPRISE FINANCIAL INC | 457,848 | 0 | 0 | 0 | For |
| COOKE & BIELER LP | 431,824 | 0 | 0 | 0 | For |
| Northern Trust | 384,505 | 4,049 | 0 | 0 | For |
| Vanguard | 357,726 | 0 | 0 | 0 | For |
| Charles Schwab | 338,801 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 302,511 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 301,825 | 213 | 0 | 0 | For |
| Brandywine Global Investment Management, LLC | 247,125 | 0 | 0 | 0 | For |
| DE Shaw | 244,279 | 0 | 0 | 0 | For |
| Robeco Institutional Asset Management B.V. | 0 | 200,891 | 0 | 0 | Against |
| Russell Investments | 191,302 | 0 | 0 | 0 | For |
| Dimensional | 186,910 | 0 | 0 | 0 | For |
| Natixis | 167,299 | 0 | 0 | 0 | For |
| Edward D. Jones & Co., L.P. | 165,691 | 0 | 0 | 0 | For |
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.
Combines 3 wordings of this item as funds reported it.
98% Approved · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 4,190,123 | 2 | 0 | 0 | For |
| T. Rowe Price | 3,288,168 | 0 | 0 | 0 | For |
| BlackRock | 2,202,252 | 0 | 0 | 0 | For |
| JPMorgan | 1,737,734 | 0 | 0 | 0 | For |
| Invesco | 1,314,507 | 0 | 0 | 0 | For |
| Fidelity | 902,594 | 0 | 0 | 0 | For |
| ARIEL INVESTMENT TRUST | 755,106 | 0 | 0 | 0 | For |
| Dimensional | 414,211 | 0 | 0 | 0 | For |
| Charles Schwab | 336,938 | 0 | 0 | 0 | For |
| State Street | 322,670 | 20 | 0 | 0 | For |
| John Hancock | 296,101 | 0 | 0 | 0 | For |
| Brighthouse | 234,508 | 0 | 7,161 | 0 | For |
| Jackson National | 194,904 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 177,500 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 144,639 | 0 | 0 | 0 | For |
| Lord Abbett | 144,250 | 0 | 0 | 0 | For |
| WisdomTree | 137,313 | 0 | 0 | 0 | For |
| ALPS Series Trust | 136,000 | 0 | 0 | 0 | For |
| Russell Investments | 127,648 | 0 | 0 | 0 | For |
| New York Life | 103,212 | 0 | 0 | 0 | For |
| AQR | 99,119 | 0 | 0 | 0 | For |
| SEI | 91,615 | 0 | 0 | 0 | For |
| TIAA | 89,016 | 0 | 0 | 0 | For |
| Lincoln Financial | 82,551 | 0 | 0 | 0 | For |
| Equitable | 72,375 | 0 | 0 | 0 | For |
Showing the 25 largest of 105 asset managers. See all 105 in the interactive database.
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.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 9.27% |
| 2 | T. Rowe Price | 7.27% |
| 3 | BlackRock | 4.87% |
| 4 | JPMorgan | 3.84% |
| 5 | Invesco | 2.91% |
| 6 | Fidelity | 2.00% |
| 7 | ARIEL INVESTMENT TRUST | 1.67% |
| 8 | Dimensional | 0.92% |
| 9 | Charles Schwab | 0.75% |
| 10 | State Street | 0.71% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | T. Rowe Price | 16.39% |
| 2 | Garden Investment Management, L.P. | 7.47% |
| 3 | Select Equity Group, L.P. | 3.40% |
| 4 | BlackRock | 3.26% |
| 5 | Invesco | 2.98% |
| 6 | EARNEST PARTNERS LLC | 2.22% |
| 7 | State Street | 2.15% |
| 8 | Wellington | 2.02% |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.00% |
| 10 | Turtle Creek Asset Management Inc. | 1.98% |
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.
| 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.
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.