This excerpt taken from the MIDD DEF 14A filed Mar 27, 2009.
AMENDMENT NO. 3
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.
2009 ANNUAL MEETING OF STOCKHOLDERS May 7, 2009 PROXY STATEMENT
PROPOSAL NO. 1ELECTION OF DIRECTORS
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. 2RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
PROPOSAL NO. 3APPROVAL OF PERFORMANCE GOALS UNDER THE 2007 STOCK INCENTIVE PLAN
PROPOSAL NO. 4AMENDMENT TO THE 2007 STOCK INCENTIVE PLAN