UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2020

THE MIDDLEBY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

(847) 741-3300 

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)      On December 31, 2020, the Compensation Committee of the board of directors of The Middleby Corporation (the “Company”) approved a form of Restricted Stock Unit Award Agreement (the “RSU Agreement”) for grants of restricted stock units that will settle in shares of the Company’s common stock to be awarded to certain participants under the Company’s 2011 Long-Term Incentive Plan. The RSU Agreement includes certain performance-based and time-based vesting criteria, as more fully described therein. The RSU Agreement also provides for accelerated vesting of awards upon a Change of Control (as defined in the RSU Agreement) or in the event that the employee’s employment terminates without Cause (as defined in the RSU Agreement).

The foregoing summary of the RSU Agreement is qualified in its entirety by reference to the RSU Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01               Financial Statements and Exhibits.

(d)      Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.