Chefs' Warehouse, Inc 8-K, filed May 17, 2022
Chefs' Warehouse, Inc. (CHEF)
About this 8-K
Chefs' Warehouse, Inc filed this 8-K on May 17, 2022, reporting on events of May 13, 2022.
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 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.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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.
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Ivy Brown | 32,230,379 | 31,421 | 57,596 | 2,876,314 |
| Dominick Cerbone | 31,286,304 | 975,511 | 57,581 | 2,876,314 |
| Joseph Cugine | 29,709,328 | 1,893,125 | 716,943 | 2,876,314 |
| Steven F. Goldstone | 30,550,610 | 1,711,202 | 57,584 | 2,876,314 |
| Alan Guarino | 24,945,975 | 7,314,862 | 58,559 | 2,876,314 |
| Stephen Hanson | 30,469,837 | 1,758,452 | 91,107 | 2,876,314 |
| Aylwin Lewis | 32,005,255 | 255,563 | 58,578 | 2,876,314 |
| Katherine Oliver | 30,398,404 | 1,867,252 | 53,740 | 2,876,314 |
| Christopher Pappas | 31,388,490 | 877,877 | 53,029 | 2,876,314 |
| John Pappas | 30,452,413 | 1,812,954 | 54,029 | 2,876,314 |
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.
| For | Against | Abstentions | Broker Non-Votes |
| 35,076,122 | 86,424 | 33,164 | NA |
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.
| For | Against | Abstentions | Broker Non-Votes |
| 17,008,760 | 15,245,916 | 64,720 | 2,876,314 |
4. The stockholders approved the Amended 2019 Plan, as included as Appendix A in the 2022 Proxy Statement.
| For | Against | Abstentions | Broker Non-Votes |
| 30,551,122 | 1,715,219 | 53,055 | 2,876,314 |
| 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 17, 2022