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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 31, 2020



(Exact Name of Registrant as Specified in its Charter)


Delaware 1-9973 36-3352497

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


1400 Toastmaster Drive, Elgin, Illinois 60120
(Address of Principal Executive Offices) (Zip Code)


(847) 741-3300 

(Registrant’s telephone number, including area code)



(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading  Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   MIDD   Nasdaq Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(e)      On December 31, 2020, the Compensation Committee of the board of directors of The Middleby Corporation (the “Company”) approved a form of Restricted Stock Unit Award Agreement (the “RSU Agreement”) for grants of restricted stock units that will settle in shares of the Company’s common stock to be awarded to certain participants under the Company’s 2011 Long-Term Incentive Plan. The RSU Agreement includes certain performance-based and time-based vesting criteria, as more fully described therein. The RSU Agreement also provides for accelerated vesting of awards upon a Change of Control (as defined in the RSU Agreement) or in the event that the employee’s employment terminates without Cause (as defined in the RSU Agreement).


The foregoing summary of the RSU Agreement is qualified in its entirety by reference to the RSU Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.


Item 9.01               Financial Statements and Exhibits.


(d)      Exhibits


Exhibit No.   Description
10.1   Form of Restricted Stock Unit Award Agreement for The Middleby Corporation 2011 Long-Term Incentive Plan.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: January 5, 2021 By:   /s/ Bryan E. Mittelman
    Bryan E. Mittelman
    Chief Financial Officer