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): May 13, 2022

THE CHEFS’ WAREHOUSE, INC. 

(Exact name of registrant as specified in its charter)

100 East Ridge Road

Ridgefield, Connecticut 06877 

(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 894-1345

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

The Board of Directors of The Chefs’ Warehouse, Inc. (the “Company”) previously approved, subject to stockholder approval, an amendment and restatement of the Company’s 2019 Omnibus Equity Incentive Plan (the “Amended 2019 Plan”). As described below under Item 5.07, the Company’s stockholders approved the Amended 2019 Plan at the 2022 Annual Meeting of stockholders held on May 13, 2022 (the “2022 Annual Meeting”). The Amended 2019 Plan became effective upon stockholder approval and, among other things, increased by 1,630,000 the number of shares of the Company’s common stock (“Shares”) available under the Amended 2019 Plan, as described under Proposal 4 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 29, 2022 (the “2022 Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the Amended 2019 Plan is qualified in its entirety by reference to the text of the Amended 2019 Plan, which included as Appendix A in the Company’s 2022 Proxy Statement.

At the Annual Meeting, a total of 35,195,710 Shares, representing 92.03% of the 38,242,461 Shares outstanding and entitled to vote as of the record date for the 2022 Annual Meeting, were present or represented by proxies. The Company’s stockholders voted on four proposals at the Annual Meeting. The results of voting on the four proposals, including final voting tabulations, are set forth below.

1. The stockholders elected Ivy Brown, Dominick Cerbone, Joseph Cugine, Steven F. Goldstone, Alan Guarino, Stephen Hanson, Aylwin Lewis, Katherine Oliver, Christopher Pappas and John Pappas to serve as directors to hold office until the annual meeting of stockholders to be held in 2023 and until their successors are duly elected and qualified.

2. The stockholders approved the ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 24, 2022.

3. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the 2022 Proxy Statement.

4. The stockholders approved the Amended 2019 Plan, as included as Appendix A in the 2022 Proxy Statement.

(d) Exhibits

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.

Date: May 17, 2022