2 unchanged sentences
The company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report that are designed to ensure that information required to be disclosed in the company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
−Removed: The company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures as of January 1, 2022.
+Added: The company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures as of December 31, 2022.
Based on the foregoing, the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of this period.
Changes in Internal Control Over Financial Reporting
−Removed: During the quarter ended January 1, 2022, there have been no changes in the company's internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.
+Added: During the quarter ended December 31, 2022, there have been no changes in the company's internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
8 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 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).
−Removed: 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.
−Removed: These acquisitions are included in the consolidated financial statements of the company as of and for the year ended January 1, 2022.
+Added: Our assessment of the internal control structure excluded Kloppenberg (acquired April 25, 2022), Proxaut (acquired June 29, 2022), Icetro (acquired June 30, 2022), CP Packaging (acquired July 12, 2022), Colussi (acquired July 27, 2022), Escher (acquired November 10, 2022) and Marco (acquired December 20, 2022).
+Added: These acquisitions constitute 0.2% and 6.0% of net and total assets, respectively, 1.7% of net sales and (0.5)% of net income of the consolidated financial statements of the company as of and for the year ended December 31, 2022.
+Added: These acquisitions are included in the consolidated financial statements of the company as of and for the year ended December 31, 2022.
Under guidelines established by the Securities Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired companies.
−Removed: 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 a report on the effectiveness of the company's internal control over financial reporting as of January 1, 2022.
+Added: 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 December 31, 2022.
+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 December 31, 2022.
The Middleby Corporation
March 1, 2023
+Added: Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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 Fo u rth Amended and Restated Bylaws of The Middleby Corporation (effective as of February 26, 2021) , filed on March 3, 2021 .
+Added: 3.2 Fourth 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 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed on March 3, 2021.
+Added: 4.4 Description of the Company's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to the company's F orm 10-K Exhibit 4.4 for the fiscal year ended January 2, 2021, filed on March 3, 2021.
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.
2 unchanged sentences
10.4* Employment Agreement by and between The Middleby Corporation and Timothy J.
−Removed: FitzGerald, dated March 21, 2013, incorporated by reference to the company's Form 8-K Exhibit 10.1, dated March 21, 2013, filed on March 25, 2013.
+Added: FitzGerald, dated March 21, 2013, incorporated by reference to the company's Form 8-K Exhibit 10.1, filed on March 25, 2013.
10.5* Form of The Middleby Corporation 1998 Stock Incentive Plan Restricted Stock Agreement, incorporated by reference to the company's Form 8-K Exhibit 10.2, dated March 7, 2005, filed on March 8, 2005.
3 unchanged sentences
10.9* The Middleby Corporation Value Creation Incentive Plan, incorporated by reference to Appendix B to the company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2011.
−Removed: 10.10* Form of Restricted Performance Stock Agreement for The Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the company's Form 8-K, dated February 24, 2014, filed on March 3, 2014.
+Added: 10.10* Form of Restricted Performance Stock Agreement for The Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference the company's to Form 8-K Exhibit 10.1 , dated February 24, 2014, filed on March 3, 2014.
10.11* Amendment to Employment Agreement between The Middleby Corporation, Middleby Marshall Inc.
and Timothy J.
−Removed: FitzGerald, dated February 19, 2018, incorporated by reference to the company's Form 8-K Exhibit 10.2, dated February 19, 2018, filed on February 22, 2018.
+Added: FitzGerald, dated February 19, 2018, incorporated by reference to the company's Form 8-K Exhibit 10.2, filed on February 22, 2018.
10.12* Employment Agreement between The Middleby Corporation, Middleby Marshall Inc.
−Removed: and David Brewer, dated February 19, 2018, incorporated by reference to the company's Form 8-K Exhibit 10.3, dated February 19, 2018, filed on February 22, 2018.
+Added: and David Brewer, dated February 19, 2018, incorporated by reference to the company's Form 8-K Exhibit 10.3 , filed on February 22, 2018.
10.13* Form of Stock 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 April 11, 2019, filed on April 16, 2019.
2 unchanged sentences
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 .
+Added: 10.17* Employment Agreement, dated as of March 10, 2022, by and among The Middleby Corporation, Middleby Marshall Inc.
+Added: and Timothy J.
+Added: FitzGerald incorporated by reference to the company's Form 8-K Exhi bit 10.1, filed on March 14, 2022 .
21 List of subsidiaries.
6 unchanged sentences
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101 Financial statements on Form 10-K for the year ended January 1, 2022, filed on March 2, 2022, formatted in Extensive Business Reporting Language (XBRL);
+Added: 101 Financial statements on Form 10-K for the year ended December 31, 2022, filed on March 1, 2023, formatted in Inline Extensive Business Reporting Language (XBRL);
(i) consolidated balance sheets, (ii) consolidated statements of earnings, (iii) consolidated statements of cash flows, (iv) notes to the consolidated financial statements.
−Removed: 104 Cover Page Interactive Data File (formatted as Inline Extensive Business Reporting Language (iXBRL) and contained in Exhibit 101).
+Added: 104 Cover Page Interactive Data File (formatted in iXBRL) and contained in Exhibit 101).
* Designates management contract or compensation plan.
1 unchanged sentence
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 2nd day of March 2022.
+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 1st day of March 2023.
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.