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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 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).
+Added: Our assessment of the internal control structure excluded GBT GmbH Bakery (acquired February 7, 2024), MaxMac (acquired April 19, 2024), Emery Thompson (acquired October 11, 2024), JC Ford (acquired November 1, 2024) and Gorreri (acquired November 26, 2024).
These acquisitions constitute 0.0% and 2.5% of net and total assets, respectively, 0.6% of net sales and (0.1)% of net income of the consolidated financial statements of the company as of and for the year ended December 28, 2024.
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Other Information
+Added: Insider Trading Arrangements
+Added: During the fiscal quarter ended December 28, 2024, none of our directors or officers subject to Section 16 of the Exchange Act adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
−Removed: 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.
+Added: Directors, Executive Officers and Corporate Governance
+Added: The company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and consultants, as well as the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.
+Added: A copy of our Policy on Insider Trading is filed with this Annual Report on Form 10-K as Exhibit 19.1.1.
+Added: 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 Annual Report on Form 10-K.
Exhibits and Financial Statement Schedules
Financial Statements
−Removed: The financial statements listed on Page 51 are filed as part of this Form 10-K.
+Added: The financial statements listed on Page 53 are filed as part of this Annual Report on Form 10-K.
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.
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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.
−Removed: 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.
10.1 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 .
−Removed: 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.
−Removed: 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, filed on March 25, 2013.
−Removed: 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.
−Removed: 10.6* Amendment to The Middleby Corporation 1998 Stock Incentive Plan, effective as of January 1, 2005, incorporated by reference to the company's Form 8-K Exhibit 10.2, dated April 29, 2005, filed on May 17, 2005.
−Removed: 10.7* Revised Form of Restricted Stock Agreement for The Middleby Corporation 1998 Stock Incentive Plan, incorporated by reference to the company’s Form 8-K, Exhibit 10.1, dated March 8, 2007, filed on March 14, 2007.
−Removed: 10.8* The Middleby Corporation 2011 Long-Term Incentive Plan, incorporated by reference to Appendix A to the company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2011.
+Added: 10.2* 2021 Long-Term Incentive Plan, incorporated by reference to Appendix A to the company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2021.
10.3* 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 the company's to Form 8-K Exhibit 10.1, dated February 24, 2014, filed on March 3, 2014.
−Removed: 10.11* Amendment to Employment Agreement between The Middleby Corporation, Middleby Marshall Inc.
−Removed: and Timothy J.
−Removed: FitzGerald, dated February 19, 2018, incorporated by reference to the company's Form 8-K Exhibit 10.2, filed on February 22, 2018.
−Removed: 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, filed on February 22, 2018.
−Removed: 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.
−Removed: 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: 10.15* 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.
−Removed: 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: 10.4 # Form of Restricted Stock Unit Award Agreement for The Middleby Corporation 20 2 1 Long-Term Incentive Plan .
+Added: 10.5 # Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for The Middleby Corporation 20 2 1 Long-Term Incentive Plan .
10.6* Employment Agreement, dated as of March 10, 2022, by and among The Middleby Corporation, Middleby Marshall Inc.
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FitzGerald incorporated by reference to the company's Form 8-K Exhibit 10.1, filed on March 14, 2022.
+Added: 19.1 # Insider Trading Comp liance Program *
21.1 List of subsidiaries.
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* Designates management contract or compensation plan.
+Added: # Filed herewith.
(c) See the financial statement schedule included under Item 8.
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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.