MIDDLEBY Corp — Proxy Solicitation & Information Statement 2009

Apr 28, 2009

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

| Filed
by the Registrant x | |
| --- | --- |
| Filed
by a Party other than the Registrant o | |
| Check
the appropriate box: | |
| o | Preliminary
Proxy Statement |
| o | Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
| o | Definitive
Proxy Statement |
| x | Definitive
Additional Materials |
| o | Soliciting
Material Pursuant to §240.14a-12 |

| THE
MIDDLEBY CORPORATION | | |
| --- | --- | --- |
| (Name
of Registrant as Specified In Its Charter) | | |
| N/A | | |
| (Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) | | |
| Payment
of Filing Fee (Check the appropriate box): | | |
| x | No
fee required. | |
| o | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11. | |
| | (1) | Title
of each class of securities to which transaction applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | (5) | Total
fee paid: |
| o | Fee
paid previously with preliminary materials. | |
| o | Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing. | |
| | (1) | Amount
Previously Paid: |
| | (2) | Form,
Schedule or Registration Statement No.: |
| | (3) | Filing
Party: |
| | (4) | Date
Filed: |

This filing contains a voting reminder letter to be mailed on or after April 28, 2009 to stockholders of The Middleby Corporation (“Middleby”) that hold 50 or more shares of Middleby common stock and have not yet submitted their proxy in regard to Middleby’s 2009 Annual Meeting of Stockholders.

THE MIDDLEBY CORPORATION

1400 Toastmaster Drive

Elgin, Illinois 60120

April 28, 2009

Dear Stockholder:

The May 7, 2009 Annual Meeting of Stockholders of The Middleby Corporation is fast approaching, and according to our latest records, we have not yet received your vote. Your Board of Directors recommends that stockholders vote FOR each of the items on the agenda.

Your vote is important . To make sure that your shares are represented at the meeting, please vote today by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided.

Very truly yours,

Martin M. Lindsay

Treasurer

VOTE TODAY TO ENSURE THAT YOUR SHARES ARE REPRESENTED. You can vote your shares by telephone or via the Internet. Please follow the easy instructions on the enclosed card. If you have any questions, or need assistance in voting your shares, please call our proxy solicitor, INNISFREE M&A INCORPORATED TOLL-FREE, at 1-888-750-5834.