UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 6, 2026, The Middleby Corporation (the “Company”) entered into an Amendment to Cooperation Agreement (the “Amendment”) with Garden Investment Management, L.P. (“GI”), which amends that certain Cooperation Agreement, dated February 24, 2025, by and among the Company and GI (the “Cooperation Agreement”).
The Amendment extends the term of the Cooperation Agreement for another year, such that the Company has agreed to include Ed Garden in the Company’s slate of nominees for the election of directors at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), the Company’s Board of Directors (the “Board”) will recommend, support, and solicit proxies for Ed Garden’s election to the Board at the 2026 Annual Meeting, GI will continue to abide by the same standstill restrictions and voting commitments described in the Cooperation Agreement 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 (the “Extended Standstill Period”), and the Company and GI will continue to abide by the same mutual non-disparagement provisions set forth in the Cooperation Agreement over the Extended Standstill Period.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Cooperation Agreement, dated January 6, 2026, by and among Garden Investment Management, L.P. and The Middleby Corporation. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MIDDLEBY CORPORATION | ||||||
| Date: January 6, 2026 | By: | /s/ Bryan E. Mittelman | ||||
| Bryan E. Mittelman | ||||||
| Chief Financial Officer | ||||||