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. )
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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THE
MIDDLEBY CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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N/A
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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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
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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.
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