MIDD » Topics » AMENDMENT NO. 3 TO THE MIDDLEBY CORPORATION 2007 STOCK INCENTIVE PLAN

This excerpt taken from the MIDD DEF 14A filed Mar 27, 2009.

AMENDMENT NO. 3
TO THE MIDDLEBY CORPORATION
2007 STOCK INCENTIVE PLAN

The Middleby Corporation 2007 Stock Incentive Plan (the "Plan") is hereby amended as set forth below, subject in its entirety to the approval of the stockholders of The Middleby Corporation at the 2009 annual meeting of stockholders, which amendments shall be effective as of January 1, 2009 if approved:

1.  Section 2.1 of the Plan is hereby amended to replace the first sentence thereof in its entirety with the following sentence:

"A maximum of 900,000 shares of Stock are available for Grants under the Plan."

2.  Except as provided above, the Plan and its provisions shall remain unchanged.

IN WITNESS WHEREOF, The Middleby Corporation has adopted this amendment.

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M11783 Meeting Information Meeting Type: Annual For holders of record as of: March 20, 2009 Date: Thursday, May 7, 2009 Time: 10:30 a.m., local time Location: You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions. *** Exercise Your Right to Vote *** IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of THE MIDDLEBY CORPORATION The Middleby Corporation 1400 Toastmaster Drive Elgin, Illinois THE MIDDLEBY CORPORATION 1400 TOASTMASTER DRIVE ELGIN, IL 60120

 


M11784 Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT/10-K WRAP Before You Vote How to Access the Proxy Materials How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of valid photo identification. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Should you desire directions to the meeting, please call 847-429-7756. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12-Digit Control Number available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. To facilitate timely delivery, please make the request as instructed above on or before Thursday April 23, 2009. How to View Online: Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.

 


Voting Items 01) Selim A. Bassoul 02) Robert B. Lamb 03) Ryan Levenson 04) John R. Miller III 05) Gordon O’Brien 06) Philip G. Putnam 07) Sabin C. Streeter 08) Robert L. Yohe 1. ELECTION OF DIRECTORS Nominees: The Board of Directors recommends a vote FOR each of the listed nominees. 2. Ratification of selection of Deloitte & Touche LLP as independent auditor for fiscal year ending January 2, 2010. 3. Approval of Performance goals under The Middleby Corporation 2007 Stock Incentive Plan. 4. Approve an amendment to The Middleby Corporation 2007 Stock Incentive Plan. The Board of Directors recommends a vote FOR proposals 2, 3 and 4. M11785

 


M11786

 

 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date THE MIDDLEBY CORPORATION M11763 THE MIDDLEBY CORPORATION 1400 TOASTMASTER DRIVE ELGIN, IL 60120 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For Against Abstain 2. Ratification of selection of Deloitte & Touche LLP as independent auditor for fiscal year ending January 2, 2010. 3. Approval of performance goals under The Middleby Corporation 2007 Stock Incentive Plan. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR, FOR RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR FISCAL YEAR ENDING JANUARY 2, 2010,FOR THE APPROVAL OF PERFORMANCE GOALS UNDER THE MIDDLEBY CORPORATION 2007 STOCK INCENTIVE PLAN AND FOR THE APPROVAL OF THE AMENDMENT TO THE MIDDLEBY CORPORATION 2007 STOCK INCENTIVE PLAN, AND IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. For All Withhold All For All Except Vote on Directors 01) Selim A. Bassoul 02) Robert B. Lamb 03) Ryan Levenson 04) John R. Miller III 05) Gordon O’Brien 06) Philip G. Putnam 07) Sabin C. Streeter 08) Robert L. Yohe 1. ELECTION OF DIRECTORS Nominees: Vote on Proposals VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends a vote FOR each of the listed nominees. When signing as attorney, executor, administrator, trustee or guardian, please give title. Each joint owner is requested to sign. If a corporation or partnership, please sign by an authorized officer or partner. Please sign in the same manner as the certificate(s) is (are) registered. The Board of Directors recommends a vote FOR proposals 2, 3 and 4. 4. Approve an amendment to The Middleby Corporation 2007 Stock Incentive Plan.

 


THE MIDDLEBY CORPORATION The undersigned hereby appoints Timothy J. FitzGerald and Martin M. Lindsay, and each of them, with full power of substitution, attorneys and proxies to represent the undersigned at the 2009 Annual Meeting of Stockholders of THE MIDDLEBY CORPORATION (the “Company”) to be held at the Company’s executive offices located at 1400 Toastmaster Drive, Elgin, Illinois at 10:30 a.m. local time, on Thursday, May 7, 2009, or at any adjournment thereof, with all power which the undersigned would possess if personally present, and to vote all shares of stock of the Company which the undersigned may be entitled to vote at said Meeting as indicated on the reverse side. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report/10-K Wrap are available at www.proxyvote.com. M11764

 

 



QuickLinks

2009 ANNUAL MEETING OF STOCKHOLDERS May 7, 2009 PROXY STATEMENT
GENERAL
PROPOSAL NO. 1—ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION Compensation Discussion and Analysis
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
SUMMARY COMPENSATION TABLE
Grants of Plan-Based Awards in Fiscal Year 2008
Outstanding Equity Awards at 2008 Fiscal Year End
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORT OF THE AUDIT COMMITTEE
PROPOSAL NO. 2—RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
PROPOSAL NO. 3—APPROVAL OF PERFORMANCE GOALS UNDER THE 2007 STOCK INCENTIVE PLAN
PROPOSAL NO. 4—AMENDMENT TO THE 2007 STOCK INCENTIVE PLAN
MISCELLANEOUS
This excerpt taken from the MIDD DEF 14A filed Mar 28, 2008.

AMENDMENT
TO THE MIDDLEBY CORPORATION
2007 STOCK INCENTIVE PLAN

Pursuant to resolutions of the Board of Directors, The Middleby Corporation 2007 Stock Incentive Plan (the "Plan") is hereby amended as set forth below, subject in its entirety to the approval of the stockholders of The Middleby Corporation at the 2008 annual meeting of stockholders, which amendments shall be effective as of January 1, 2008 if approved:

        1.     Section 2.1 of the Plan is amended to replace the first sentence thereof in its entirety with the following sentence:

"A maximum of 400,000 shares of Stock are available for Grants under the Plan."

        2.     Section 3.1 of the Plan is amended to replace the second sentence thereof with the sentence below, in order to reflect an adjustment required by the two-for-one split of the Stock authorized by the Board on May 3, 2007:

"The number of shares of Stock granted in a fiscal year to any single executive officer whose compensation is likely to be subject to reporting in the Company's annual proxy statement (an "Executive Officer") shall not exceed 200,000 shares of Stock for any fiscal year in which he serves as an Executive Officer."

        3.     Except as provided above, the Plan and its provisions shall remain unchanged.

IN WITNESS WHEREOF, The Middleby Corporation has adopted this amendment.


 

 

THE MIDDLEBY CORPORATION

 

 

By:

 


Chairman of the Board of Directors

ATTEST

 

 

 

 



 

 

 

 

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APPENDIX B

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