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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): May 19, 2020 (May 15, 2020)

THE CHEFS’ WAREHOUSE, INC.

(Exact name of registrant as specified in its 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, 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

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 and Chief Government Relations Officer

 

 

 

Date:   May 19, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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