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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 12, 2023



(Exact name of registrant as specified in its charter)

Delaware 001-35249 20-3031526

(State or Other Jurisdiction

of Incorporation)


File Number)

(I.R.S. Employer Identification No.)


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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 CHEF The NASDAQ Stock Market LLC

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 o 

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




Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


The Board of Directors of The Chefs’ Warehouse, Inc. (the “Company”) previously approved, subject to stockholder approval, the Company’s Employee Stock Purchase Plan (the “Plan”). As described below under Item 5.07, the Company’s stockholders approved the Plan at the 2023 Annual Meeting of stockholders held on May 12, 2023 (the “2023 Annual Meeting”). The Plan became effective upon stockholder approval. The material terms of the Plan are described under Proposal 4 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 29, 2023 (the “2023 Proxy Statement”), which description is incorporated herein by reference.


The foregoing description of the Plan is qualified in its entirety by reference to the text of the Plan, which is included as Appendix A in the 2023 Proxy Statement.


Item 5.07Submission of Matters to a Vote of Security Holders.


At the Annual Meeting, a total of 35,969,311 shares of common, representing 90.95% of the 39,545,535 shares of common stock outstanding and entitled to vote as of the record date for the 2023 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.


Nominee For  Against  Abstain  Broker Non-Votes
Ivy Brown 33,604,527 278,337 29,679 2,056,768
Dominick Cerbone 33,380,473 502,443 29,627 2,056,768
Joseph Cugine 30,173,086 3,709,829 29,628 2,056,768
Steven F. Goldstone 33,282,974 599,741 29,828 2,056,768
Alan Guarino 33,162,271 720,645 29,627 2,056,768
Stephen Hanson 33,195,181 685,684 31,678 2,056,768
Aylwin Lewis 33,583,388 299,227 29,928 2,056,768
Katherine Oliver 33,211,635 669,379 31,529 2,056,768
Christopher Pappas 33,493,941 389,053 29,549 2,056,768
John Pappas 32,636,130 1,244,282 32,131 2,056,768





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 29, 2023.


For Against Abstentions Broker Non-Votes
35,843,302 92,138 33,871 NA


3. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the 2023 Proxy Statement.


For Against Abstentions Broker Non-Votes
32,522,148 1,336,921 53,474 2,056,768


4. The stockholders approved the Plan, as included as Appendix A in the 2023 Proxy Statement.


For Against Abstentions Broker Non-Votes
33,868,672 41,858 2,013 2,056,768


Item 9.01Financial Statements and Exhibits.


(d) Exhibits

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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.


  By: /s/ Alexandros Aldous
  Name: Alexandros Aldous
  Title: General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer




Date: May 16, 2023