The Middleby Corporation
A maker of commercial kitchen equipment that restaurants, hotels, and food-service companies use to cook, refrigerate, and serve food, plus automated machinery for protein and bakery processors. It began in 1888 in Chicago, founded by Joseph Middleby and John Marshall, as a maker of portable bakery ovens. Fun fact: the company once owned the famous Toastmaster brand, so its name rhymes with toast.
Item 4 of the Schedule 13D is hereby amended as follows: On January 6, 2026, GIM entered into an amendment to the Cooperation Agreement with the Issuer (the "Cooperation Agreement Amendment"), pursuant to which and subject to the terms set forth therein (i) the Issuer agreed to include Edward P. Garden in the Issuer's slate of director nominees for its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") and to recommend, support and solicit proxies for the election of Mr. Garden at the 2026 Annual Meeting, (ii) the Standstill Period (as defined in the Cooperation Agreement) was extended until the earlier of Mr. Garden ceasing to serve on the Board or 45 days prior to the advance notice deadline for the Company's 2027 annual meeting of stockholders, and (iii) GIM's voting commitments under the Cooperation Agreement were extended to the 2026 Annual Meeting or, if applicable, any other meeting or action by written consent of stockholders solicited by the Company or any third party during the Standstill Period. The foregoing description of the Cooperation Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement Amendment, a copy of which is filed as Exhibit 99.6 hereto and incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Vanguard Capital Management | 13G/APassive | 4.83% | 2.19M | Jul 31, 2026 |
| T. Rowe Price Associates, Inc. | 13G/APassive | 13.6% | 6.42M | May 15, 2026 |
| Select Equity Group, L.P. | 13G/APassive | 3.3% | 1.50M | May 15, 2026 |
| George S. Loening | 13G/APassive | 3.3% | 1.50M | May 15, 2026 |
| JPMORGAN CHASE & CO | 13GPassive | 5% | 2.37M | May 13, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Wellington Management Group LLP | 13G/APassive | 2.6% | 1.31M | Feb 10, 2026 |
| Wellington Group Holdings LLP | 13G/APassive | 2.6% | 1.31M | Feb 10, 2026 |
| Wellington Investment Advisors Holdings LLP | 13G/APassive | 2.6% | 1.31M | Feb 10, 2026 |
| GI SPV I L.P. | 13D/AActivist | 6.71% | 3.38M | Jan 6, 2026 |
Item 4 of the Schedule 13D is hereby amended as follows: On January 6, 2026, GIM entered into an amendment to the Cooperation Agreement with the Issuer (the "Cooperation Agreement Amendment"), pursuant to which and subject to the terms set forth therein (i) the Issuer agreed to include Edward P. Garden in the Issuer's slate of director nominees for its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") and to recommend, support and solicit proxies for the election of Mr. Garden at the 2026 Annual Meeting, (ii) the Standstill Period (as defined in the Cooperation Agreement) was extended until the earlier of Mr. Garden ceasing to serve on the Board or 45 days prior to the advance notice deadline for the Company's 2027 annual meeting of stockholders, and (iii) GIM's voting commitments under the Cooperation Agreement were extended to the 2026 Annual Meeting or, if applicable, any other meeting or action by written consent of stockholders solicited by the Company or any third party during the Standstill Period. The foregoing description of the Cooperation Agreement Amendment does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement Amendment, a copy of which is filed as Exhibit 99.6 hereto and incorporated herein by reference. | ||||