MIDDLEBY Corp 8-K

What Happened
The Middleby Corporation announced on January 6, 2026 that it entered into an Amendment to its February 24, 2025 Cooperation Agreement with Garden Investment Management, L.P. The Amendment extends the Cooperation Agreement for one additional year, commits the Company to include Ed Garden in its slate of director nominees for the 2026 annual meeting, and confirms that the Board will recommend, support, and solicit proxies for his election.

Key Details

• Amendment date: January 6, 2026; original Cooperation Agreement dated February 24, 2025.
• The Company agreed to include Ed Garden in its nominee slate for the 2026 Annual Meeting and to actively recommend and solicit proxies for his election.
• Garden Investment continues to abide by the same standstill and voting commitments through the earlier of Mr. Garden leaving the Board or 45 days before the advance notice deadline for the 2027 annual meeting (the “Extended Standstill Period”).
• The mutual non-disparagement provisions in the original Cooperation Agreement remain in effect over the Extended Standstill Period.
• The Amendment is filed as Exhibit 10.1 to the Form 8‑K.

Why It Matters
This amendment formalizes continued cooperation between Middleby and a significant investor, Garden Investment, by securing a board nomination (Ed Garden) and extending standstill and non‑disparagement terms. For investors, that reduces near‑term risk of a contentious proxy fight and signals agreement on board composition and engagement process through the extended period. Shareholders should watch proxy materials for the 2026 annual meeting and any further SEC filings for updates on Board composition and governance arrangements.