CHEF 8-K
Chefs' Warehouse, Inc. (CHEF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure 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 5.07 | Submission 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer | |
Date: May 16, 2023