Spin-off - MIDDLEBY Corp

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Spin-off

Type: New

Accession Number: 000119312525035279

Filing Summary: On February 24, 2025, The Middleby Corporation entered into a Cooperation Agreement with Garden Investment Management, L.P. The agreement led to the appointment of Ed Garden to the Board of Directors for a term ending at the 2025 Annual Meeting. Garden Investment Management agreed to customary standstill restrictions and certain voting commitments for the upcoming annual meeting. Additionally, the Board was expanded from nine to eleven directors, with Julie Bowerman and Ed Garden filling the newly created positions. On February 25, 2025, a press release announced the separation of the food processing business into a standalone public company, referred to as a 'Spin-off.' The press release and further details were included as exhibits in the filing. John R. Miller III announced his retirement from the Board effective after the 2025 Annual Meeting.

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