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 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: Our assessment of the internal control structure excluded Flavor Burst (acquired January 24, 2023), Blue Sparq (acquired April 3, 2023), Filtration Automation (acquired June 13, 2023), Systems IV (acquired July 5, 2023) and Trade-Wind (acquired July 31, 2023).
These acquisitions constitute 0.0% and 1.5% of net and total assets, respectively, 0.3% of net sales and 0.0% of net income of the consolidated financial statements of the company as of and for the year ended December 30, 2023.
4 unchanged sentences
The Middleby Corporation
−Removed: March 1, 2023
+Added: February 28, 2024
Other Information
12 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, 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.
+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 Form 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.
20 unchanged sentences
and Timothy J.
−Removed: FitzGerald incorporated by reference to the company's Form 8-K Exhi bit 10.1, filed on March 14, 2022 .
+Added: FitzGerald incorporated by reference to the company's Form 8-K Exhibit 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 December 31, 2022, filed on March 1, 2023, formatted in Inline Extensive Business Reporting Language (XBRL);
+Added: 97* Clawback Policy
+Added: 101 Financial statements on Form 10-K for the year ended December 30, 2023, filed on February 28, 2024, 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.
3 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 1st day of March 2023.
+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 28th day of February 2024.
THE MIDDLEBY CORPORATION
Chief Financial Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 1, 2023.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 28, 2024.
Signatures Title
16 unchanged sentences
/s/ Nassem Ziyad Director
+Added: /s/ Stephen R.
+Added: Scherger Director
+Added: Shah Director
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.