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): November 7, 2012
THE CHEFS’ WAREHOUSE, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35249 | 20-3031526 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
100 East Ridge Road, Ridgefield, CT 06877
(Address of Principal Executive Offices) (Zip Code)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. |
| (b) | Resignations of Dean Facatselis and Kevin Cox as Directors |
On November 7, 2012, The Chefs’ Warehouse, Inc. (the “Company”) received a letter from each of Dean Facatselis and Kevin Cox notifying the Company that they were resigning from the Company’s Board of Directors (the “Board”) effective November 7, 2012.
| (d) | Election of Alan Guarino as Director |
On November 7, 2012, the Board elected Alan Guarino to the Company’s Board as a director. Mr. Guarino’s term will expire, along with the terms of the other directors, at the Company’s next annual meeting of stockholders. Mr. Guarino will also serve as a member of the Board’s Nominating and Corporate Governance Committee and Compensation Committee, and he will serve as chairman of the Board’s Compensation Committee. There are no arrangements or understandings between Mr. Guarino and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Guarino that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Guarino will receive compensation in accordance with the Company’s existing compensation arrangements for non-employee directors, which are described under the caption “Executive Compensation – Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 4, 2012, and currently include a mixture of a cash retainer and cash paid for committee membership and committee chairmanship, and time-based vesting restricted share awards. The Company has also entered into an Indemnification Agreement with Mr. Guarino in substantially the form of the Form of Indemnification Agreement by and between the Company and its directors and executive officers, which was filed by the Company as Exhibit 10.24 to the amendment to the Company’s Registration Statement on Form S-1 filed with the SEC on July 14, 2011 in connection with the Company’s IPO.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the press release announcing the Company’s Board changes is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being furnished with this Current Report on Form 8-K.
| Exhibit No. |
Description | |||||||
| 99.1 | Press release dated November 7, 2012. | |||||||
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.
| THE CHEFS’ WAREHOUSE, INC. | ||
| By: | /s/ Alexandros Aldous | |
| Name: Alexandros Aldous | ||
| Title: General Counsel and Corporate Secretary | ||
Date: November 7, 2012
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release dated November 7, 2012. | |
Exhibit 99.1
The Chefs’ Warehouse, Inc. Appoints Alan Guarino to Board of Directors
RIDGEFIELD, Conn., November 7, 2012 — The Chefs’ Warehouse, Inc. (Nasdaq: CHEF), a premier distributor of specialty food products in the United States, today announced the appointment of Alan Guarino to the Company’s board of directors, effective November 7, 2012. The Company also announced that Dean Facatselis will be stepping down from the board of directors to focus on responsibilities outside the Company and that Kevin Cox will be stepping down from the board of directors due to a new board commitment. The departures of Dean Facatselis and Kevin Cox will both be effective November 7, 2012.
Christopher Pappas, chief executive officer of The Chefs’ Warehouse, Inc., stated, “Alan Guarino is a highly respected leader with outstanding global recruiting and talent management experience. Alan’s experience in human capital management will be a tremendous asset to The Chefs’ Warehouse, Inc. as we continue to grow the company, and I would like to officially welcome him to the team.”
Mr. Guarino brings over 24 years of global recruiting and talent management experience and currently serves as a senior partner in the Board Services and CEO practice of Korn Ferry International. In 1993, Mr. Guarino launched the start-up company Cornell International that grew into a top ranked firm engaged in retained executive search and strategic human resource consulting on Wall Street and was sold to Adecco in March of 2007. Prior to that role, he served as chief operating officer of Career Directions, a regional staffing firm; as a department head in Global Securities Processing at The Bank of New York; and as a captain in the US Army. Currently, Mr. Guarino is the vice chairman of Global Financial Markets at Korn Ferry International after having served as the global sector leader of FinTech, Electronic Trading, and Transaction Services at Korn Ferry International from 2007 until April 2012.
“On behalf of the entire Chefs’ Warehouse team, I want to thank Dean and Kevin for all of their contributions to our Company in the transition to becoming a public company and wish them well,” concluded Mr. Pappas.
About The Chefs’ Warehouse
The Chefs’ Warehouse, Inc. (http://www.chefswarehouse.com) is a premier distributor of specialty food products in the United States focused on serving the specific needs of chefs who own and/or operate some of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools and specialty food stores. The Chefs’ Warehouse, Inc. carries and distributes more than 16,300 products to more than 10,500 customer locations throughout the United States.
Contact:
Investor Relations:
John Austin, CFO, (718) 684-8415
Media Relations:
Ted Lowen, ICR, Inc. (646) 277-1238