16 unchanged sentences
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).
−Removed: Our assessment of the internal control structure excluded RAM (acquired January 13, 2020), Deutsche (acquired March 2, 2020), Wild Goose (acquired December 8, 2020) and United Foodservice Equipment Zhuhai (acquired December 21, 2020).
+Added: Our assessment of the internal control structure excluded Novy (acquired July 12, 2021), Imperial (acquired September 24, 2021), Newton CFV (acquired November 16, 2021), Kamado Joe and Masterbuilt (acquired December 27, 2021) and Char-Griller (acquired December 27, 2021).
These acquisitions constitute 1.0% and 17.6% of net and total assets, respectively, 1.9% of net sales and (0.4)% of net income of the consolidated financial statements of the Company as of and for the year ended January 1, 2022.
2 unchanged sentences
Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of January 1, 2022.
−Removed: Ernst & Young LLP, independent registered public accounting firm, who audited and reported on the consolidated financial statements of the company included in this report, has issued an attestation report on the effectiveness of the company's internal control over financial reporting as of January 2, 2021.
+Added: Ernst & Young LLP, independent registered public accounting firm, who audited and reported on the consolidated financial statements of the company included in this report, has issued a report on the effectiveness of the company's internal control over financial reporting as of January 1, 2022.
The Middleby Corporation
March 2, 2022
−Removed: Other Information
−Removed: On February 26, 2021, the company’s Board of Directors approved the Fourth Amended and Restated Bylaws (“ Bylaws”), which remove the requirements to elect a President and that the Chairman of the Board of Directors and Chief Executive Officer positions be held by the same individual.
−Removed: The foregoing description of these amendments is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
Pursuant to General Instruction G (3), of Form 10-K, the information called for by Part III Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accountant Fees and Services), is incorporated herein by reference from the registrant’s definitive proxy statement filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K.
3 unchanged sentences
3.1 Restated Certificate of Incorporation of The Middleby Corporation (effective as of May 13, 2005), incorporated by reference to the company's Form 8-K, Exhibit 3.1, dated April 29, 2005, filed on May 17, 2005.
−Removed: 3.2 Forth Amended and Restated Bylaws of The Middleby Corporation (effective as of February 26 , 20 21 ) .
+Added: 3.2 Fo u rth Amended and Restated Bylaws of The Middleby Corporation (effective as of February 26, 2021) , filed on March 3, 2021 .
3.3 Certificate of Amendment to the Restated Certificate of Incorporation of The Middleby Corporation (effective as of May 3, 2007), incorporated by reference to the company’s Form 8-K, Exhibit 3.1, dated May 3, 2007, filed on May 3, 2007 .
4 unchanged sentences
4.3 Form of Global Note for the 1.00% Convertible Senior Notes due 2025 incorporated by reference to the company's Form 8-K Exhibit 4.1 filed on August 21, 2020.
−Removed: 4.4 Descript ion of t h e Company's Securities Registered Pursuant to Section 12 of t h e Securities Exchange Act of 1934 .
−Removed: 10.1 Seventh Amended and Restated Credit Agreement, dated as of January 31, 2020, among Middleby Marshall Inc., The Middleby Corporation, the Subsidiary Borrowers named therein, the lenders named therein and Bank of America, N.A., as administrative agent for the lenders, incorporated by reference to the company' s Form 8-K, Exhibit 10.1, filed on February 3, 2020.
−Removed: 10.2 First Amendment to Seventh Amended and Restated Credit Agreement, dated as of August 17, 2020, among Middleby Marshall Inc., a subsidiary of the Company, Bank of America, N.A., as administrative agent, and certain lenders named therein incorporated by reference to the company's Form 8-K Exhibit 10.1 filed on August 21, 2020.
−Removed: 10.3 Form of Capped Call Confirmation incorporated by reference to the company's Form 8-K Exhibit 10.2 filed on August 21, 2020.
+Added: 4.4 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed on March 3, 2021.
+Added: 10.1 Voting and Support Agreement, dated as of April 20, 2021, by and among The Middleby Corporation and the Welbilt Significant Stockholders named therein, incorporated by reference to the company's Form 8-K Exhibit 10.1 filed on April 21, 2021.
+Added: 10.2 Eighth Amended and Restated Credit Agreement, dated as of October 21, 2021, among Middleby Marshall Inc., The Middleby Corporation, the Subsidiary Borrowers named therein, the lenders named therein and Bank of America, N.A., as administrative agent for the lenders, incorporated by reference to the company 's Form 8-K Exhibit 10.1 filed on October 21, 2021 .
10.3* Amended 1998 Stock Incentive Plan, dated December 15, 2003, incorporated by reference to the company’s Form 10-K, Exhibit 10.21, for the fiscal year ended January 3, 2004, filed on April 2, 2004.
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10.14* Form of Restricted Stock Award Agreement for The Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference to the company's Form 8-K, Exhibit 10.2, dated April 11, 2019, filed on April 16, 2019.
−Removed: 10.16* Form of Restricted Stock Unit Award Agreement for The Middleby Corporat ion 2011 Long-Term Incentive Plan, incorporated by reference to the company's Form 8 -K E xhibit 10.1, dated December 31, 2020 , filed on January 5, 20 21.
+Added: 10.15* Form of Restricted Stock Unit Award Agreement for The Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference to the company's Form 8-K Exhibit 10.1, dated December 31, 2020, filed on January 5, 2021.
+Added: 10.16* Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference to the company ' s Form 10-Q Exhibit 10.2 filed on May 13, 2021
21 List of subsidiaries .
12 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 3rd day of March 2021.
+Added: Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of March 2022.
THE MIDDLEBY CORPORATION
20 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.