Chefs' Warehouse, Inc 8-K, filed May 14, 2025
Chefs' Warehouse, Inc. (CHEF)
About this 8-K
Chefs' Warehouse, Inc filed this 8-K on May 14, 2025, reporting on events of May 9, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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 (the “Board”) of The Chefs’ Warehouse, Inc. (the “Company”) previously approved, subject to stockholder approval, an amendment to the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan (the “2019 Plan Amendment”). As described below under Item 5.07, the Company’s stockholders approved the 2019 Plan Amendment at the 2025 Annual Meeting of stockholders of the Company held on May 9, 2025 (the “2025 Annual Meeting”). The 2019 Plan Amendment became effective upon stockholder approval and, among other things, increased by 1,550,000 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 26, 2025 (the “2025 Proxy Statement”), which description is incorporated herein by reference.
The foregoing description of the 2019 Plan Amendment is qualified in its entirety by reference to the text of the 2019 Plan Amendment, which is included as Appendix A in the Company’s 2025 Proxy Statement.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2025 Annual Meeting, a total of 33,632,777 shares of common stock, representing 82.15% of the 40,936,174 shares of common stock outstanding and entitled to vote as of the record date for the 2025 Annual Meeting, were present or represented by proxies. The Company’s stockholders voted on four proposals at the 2025 Annual Meeting. The results of voting on the four proposals, including final voting tabulations, are set forth below.
1. The stockholders elected Ivy Brown, Steven F. Goldstone, Aylwin Lewis, Lester Owens, Christopher Pappas, John Pappas, Debra Walton-Ruskin and Wendy M. Weinstein to serve as directors to hold office until the annual meeting of stockholders to be held in 2026 and until their successors are duly elected and qualified. Richard N. Peretz failed to receive the required vote of a majority of the votes cast with respect to his election and has offered to tender his resignation to the Board in accordance with the Company’s bylaws. After considering the outcome, the Company’s Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will then act on the committee’s recommendation and publicly disclose its decision and rationale behind it within 90 days from May 14, 2025 (the date the results were certified).
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Ivy Brown | 31,320,144 | 528,518 | 14,536 | 1,769,579 |
| Steven F. Goldstone | 31,634,059 | 214,789 | 14,350 | 1,769,579 |
| Aylwin Lewis | 28,209,109 | 3,639,739 | 14,350 | 1,769,579 |
| Lester Owens | 31,797,915 | 50,633 | 14,650 | 1,769,579 |
| Christopher Pappas | 31,466,509 | 382,233 | 14,456 | 1,769,579 |
| John Pappas | 30,553,896 | 1,294,947 | 14,355 | 1,769,579 |
| Ricard N. Peretz | 15,655,379 | 16,193,133 | 14,686 | 1,769,579 |
| Debra Walton-Ruskin | 31,634,643 | 213,822 | 14,733 | 1,769,579 |
| Wendy M. Weinstein | 31,282,342 | 556,607 | 24,239 | 1,769,579 |
2. The stockholders approved the ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2025.
| For | Against | Abstentions | Broker Non-Votes |
| 33,502,473 | 115,536 | 14,768 | NA |
3. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the 2025 Proxy Statement.
| For | Against | Abstentions | Broker Non-Votes |
| 29,728,703 | 2,098,279 | 36,216 | 1,769,579 |
4. The stockholders approved an amendment to the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan, as included as Appendix A in the 2025 Proxy Statement.
| For | Against | Abstentions | Broker Non-Votes |
| 29,082,708 | 2,762,694 | 17,796 | 1,769,579 |
| 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 14, 2025