0001517175 false 0001517175 2020-05-15 2020-05-15 0001517175 CHEF:CommonStockParValue0.01Member 2020-05-15 2020-05-15 0001517175 CHEF:PreferredStockPurchaseRightsMember 2020-05-15 2020-05-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



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 19, 2020 (May 15, 2020)


(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:

  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))


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
Preferred Stock Purchase Rights 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  

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.  






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


At the Annual Meeting held on May 15, 2020, a total of 28,571,411 shares of the Company’s common stock, or 93.78% of the Company’s outstanding shares, were present or represented by proxies out of a total of 30,464,613 shares of common stock outstanding and entitled to vote as of the record date for the Annual Meeting. The stockholders voted on three proposals at the Annual Meeting. The results of voting on the three proposals, including final voting tabulations, are set forth below.


1. The stockholders elected Dominick Cerbone, Joseph Cugine, Steven F. Goldstone, Alan Guarino, Stephen Hanson, Katherine Oliver, Christopher Pappas and John Pappas to serve as directors to hold office until the annual meeting of stockholders to be held in 2021 and until their successors are duly elected and qualified.


Nominee For       Against  Abstain  Broker Non-Votes
Dominick Cerbone 26,341,366 1,403,046 31,247 795,752
Joseph Cugine 22,556,750 5,187,842 31,067 795,752
Steven F. Goldstone 26,131,596 1,612,996 31,067 795,752
Alan Guarino 23,223,956 4,520,636 31,067 795,752
Stephen Hanson 23,236,985 4,507,427 31,247 795,752
Katherine Oliver 26,131,432 1,613,290 30,937 795,752
Christopher Pappas 26,125,965 1,618,642 31,052 795,752
John Pappas 25,674,842 2,069,765 31,052 795,752



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 25, 2020.


For Against Abstentions Broker Non-Votes
28,403,050 167,797 564 NA


3. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s 2020 proxy statement.


For Against Abstentions Broker Non-Votes
27,575,409 199,267 983 795,752



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.







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 and Chief Government Relations Officer




Date:   May 19, 2020


















May 15, 2020
Schedule of Capitalization, Equity [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 15, 2020
Entity File Number 001-35249
Entity Registrant Name THE CHEFS’ WAREHOUSE, INC.
Entity Central Index Key 0001517175
Entity Tax Identification Number 20-3031526
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 100 East Ridge Road
Entity Address, City or Town Ridgefield
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06877
City Area Code (203)
Local Phone Number 894-1345
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.01  
Schedule of Capitalization, Equity [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01
Trading Symbol CHEF
Security Exchange Name NASDAQ
Preferred Stock Purchase Rights  
Schedule of Capitalization, Equity [Line Items]  
Title of 12(b) Security Preferred Stock Purchase Rights
Trading Symbol CHEF
Security Exchange Name NASDAQ