| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 24, 2025, The Middleby Corporation (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Garden Investment Management, L.P. (“GI”).
Pursuant to the Cooperation Agreement, the Board of Directors of the Company (the “Board”) agreed to appoint Ed Garden as a member of the Board, with an initial term expiring at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and agreed to nominate Mr. Garden to stand for nomination at the 2025 Annual Meeting.
Under the terms of the Cooperation Agreement: (i) GI will abide by customary standstill restrictions (subject to certain exceptions relating to private communications to the Company, among others) until the expiration of the Standstill Period (as defined in the Cooperation Agreement); (ii) GI agreed to certain voting commitments with respect to the 2025 Annual Meeting; and (iii) the Company and GI agreed to a customary mutual non-disparagement provision.
The Cooperation Agreement further provides that, if Mr. Garden is unable to serve due to death, disability, or incapacity before the 2025 Annual Meeting, the Company and GI will cooperate to identify and mutually agree to a replacement director for Mr. Garden, subject to GI maintaining a “net long position” (as defined in the Cooperation Agreement) at or above 2.45% of the outstanding shares of the Company’s Common Stock.
The Cooperation Agreement will terminate on the earlier of Mr. Garden ceasing to serve on the Board or 45 days prior to the advance notice deadline for the Company’s 2026 Annual Meeting of Stockholders.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
The information set forth in Item 1.01 is incorporated herein by reference.
On February 24, 2025, the Board increased the size of the Board from nine (9) to eleven (11) directors and appointed Julie Bowerman and Mr. Garden as directors of the Company to fill the vacancies so created. In connection with their respective appointments to the Board, Ms. Bowerman has been appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board and Mr. Garden has been appointed to serve as a member of the Compensation Committee of the Board.
Each of Ms. Bowerman and Mr. Garden will participate in the compensation arrangements for nonemployee members of the Board described in the Definitive Proxy Statement of the Company filed with the Securities and Exchange Commission on March 29, 2024, which currently consists of an annual cash retainer and an annual grant of restricted stock units.
There are no arrangements or understandings between Ms. Bowerman and any other person pursuant to which Ms. Bowerman was selected as a director and Ms. Bowerman is not a participant in any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than the Cooperation Agreement, there are no further arrangements or understandings between Mr. Garden and any other person pursuant to which Mr. Garden was selected as a director. Mr. Garden is not a participant in any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Additionally, on February 24, 2025, John R. Miller III notified the Board of his intent to retire from the Board, effective upon the completion of the 2025 Annual Meeting.
| Item 7.01 | Regulation FD Disclosure. |
On February 25, 2025, the Company issued a press release regarding the appointment of Ms. Bowerman and Mr. Garden, the execution of the Cooperation Agreement and the retirement of Mr. Miller. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Also on February 25, 2025, the Company issued (i) a press release announcing that the Company intends to separate its food processing business into a standalone public company (the “Spin-off”) and (ii) a presentation regarding the proposed Spin-off. Copies of the press release and presentation are furnished as Exhibit 99.2 and Exhibit 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
