UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 2, 2006
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9973 36-3352497
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1400 Toastmaster Drive, Elgin, Illinois 60120
(Address of Principal Executive Offices) (Zip Code)
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 2, 2006, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of The Middleby Corporation (the "Company")
took the following actions:
The Committee amended and restated The Middleby Corporation Executive
Officer Incentive Plan (the "Plan"). The Plan is intended to qualify Awards
paid under the Plan as performance-based compensation under Section 162(m) of
the Internal Revenue Code. Effectiveness of the Plan is contingent upon
shareholder approval of the Plan's material terms, including performance
criteria, at the Company's 2006 annual meeting of shareholders. The following
summary of the amended and restated Plan does not purport to be complete and
is qualified in its entirety by reference to the text of the amended and
restated Plan, a copy of which is attached hereto as Exhibit 10.1 and is
hereby incorporated by reference.
Eligible Participants - key employees, including executive officers, selected
by the Committee.
Potential Awards - potential Awards will be established by the Committee at
the beginning of each performance period. There are five calendar year
performance periods: 2006, 2007, 2008, 2009 and 2010. Special Incentive Awards
may be made, in the Committee's discretion, to selected key employees,
including executive officers. The size of each Special Incentive Award and the
selection of applicable shareholder-approved performance criteria are also at
the Committee's discretion, subject to a maximum of $3.5 million per Award.
Performance Goals - specific, targeted Company performance goals will be
established by the Committee with respect to the Special Incentive Awards. The
performance goals will be based on performance criteria approved by
shareholders. To the extent permitted by Section 162(m) of the Internal
Revenue Code, the Committee will have discretion to adjust performance goals
in recognition of certain unusual or extraordinary events and changes in
applicable laws, regulations or accounting principles.
Procedures - within ninety (90) days after the beginning of each performance
period, the Committee may, in its sole discretion, establish Awards for key
employees it selects in accordance with the Plan. After the end of the
performance period, before any payments are made with respect to the
applicable Awards, the Committee must determine and certify whether any
applicable performance goals were attained. The Committee must also determine
the actual amounts to be paid to a participant with respect to an Award; the
Committee, in its sole discretion, may reduce the amount otherwise payable
pursuant to an Award.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
Exhibit 10.1 The Middleby Corporation Executive Officer Incentive Plan,
as amended and restated.
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.
THE MIDDLEBY CORPORATION
Dated: March 8, 2006 By: /s/ Timothy J. FitzGerald
--------------------------
Timothy J. FitzGerald
Vice President and
Chief Financial Officer
Exhibit Index
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Exhibit No. Description
----------- -----------
Exhibit 10.1 The Middleby Corporation Executive Officer Incentive Plan,
as amended and restated.