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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K Annual Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 . For the Fiscal Year Ended January 2 , 2021 or Transition Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 Commission File No. 1-9973 THE MIDDLEBY CORPORATION ( Exact name of Registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 1400 Toastmaster Drive , Elgin , Illinois ( Address of principal executive offices ) Registrant's telephone number , including area code : Large accelerated filer Trading symbol ( s ) . Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common stock , par value $ 0.01 per share Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes y No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Exchange Act . Yes No ý MIDD 36-3352497 ( IRS Employer Identification Number ) 60120 ( Zip Code ) ( 847 ) 741-3300 Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ý No Accelerated filer 0 Non - accelerated filer Name of each exchange on which registered NASDAQ Global Select Market Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes y No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See definition of " accelerated filer , " " large accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Smaller reporting company 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 . o Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ý Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No ý The aggregate market value of the voting stock held by nonaffiliates of the Registrant as of June 27 , 2020 was approximately $ 4,004,674,379 . The number of shares outstanding of the Registrant's class of common stock , as of March 1 , 2021 , was 55,638,477 shares . Documents Incorporated by Reference Part III of Form 10 - K incorporates by reference the Registrant's definitive proxy statement to be filed pursuant to Regulation 14A in connection with the 2021 annual meeting of stockholders .