UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Retirement of Chief Risk and Administration Officer, Treasurer and Secretary
On May 16, 2023, The Middleby Corporation (the “Company”) announced the retirement of Martin M. Lindsay from his position as Chief Risk and Administration Officer, Treasurer and Secretary, effective as of May 16, 2023. Mr. Lindsay is expected to remain employed with the Company as a non-officer executive through July 2023 and to subsequently serve as an advisor to the Company through the end of 2023. Mr. Lindsay did not enter into any compensatory arrangements with the Company in connection with his retirement.
Appointment of Chief Accounting Officer
Effective May 16, 2023, the Board of Directors of the Company (the “Board”) appointed Brittany Cerwin (age 39) as Chief Accounting Officer.
Ms. Cerwin has been with the Company for more than a decade in roles of increasing responsibility within the Company’s corporate accounting department. Most recently she was Corporate Controller, overseeing and directing the financial reporting functions of all of the Company’s brands and locations across its three business segments.
The Company did not enter into or materially amend any material plan, contract or arrangement with Ms. Cerwin in connection with her appointment as Chief Accounting Officer and no compensatory grants or awards were made to Ms. Cerwin in connection with such appointment. There are no arrangements or understandings between Ms. Cerwin and any other persons pursuant to which she was selected as Chief Accounting Officer. There are also no family relationships between Ms. Cerwin and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On May 16, 2023, the Company issued a press release announcing the retirement of Mr. Lindsay and the appointments of Ms. Cerwin and Matthew Fuchsen as Chief Accounting Officer and Chief Development Officer, respectively. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
Appointment of Chief Development Officer
Effective May 16, 2023, the Board appointed Matthew Fuchsen as Chief Development Officer.
On May 16, 2023, the Company issued a press release announcing the retirement of Mr. Lindsay and the appointments of Ms. Cerwin and Mr. Fuchsen as Chief Accounting Officer and Chief Development Officer, respectively. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated May 16, 2023, issued by The Middleby Corporation. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MIDDLEBY CORPORATION | ||||||
| Date: May 19, 2023 | By: | /s/ Bryan E. Mittelman | ||||
| Bryan E. Mittelman | ||||||
| Chief Financial Officer | ||||||