UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 17, 2019
THE CHEFS’ WAREHOUSE, INC.
(Exact Name
of Registrant as Specified in Charter)
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Delaware
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001-35249
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20-3031526
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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100 East Ridge Road,
Ridgefield, Connecticut 06877
(Address of Principal Executive Offices, and Zip Code)
(203) 894-1345
Registrant’s Telephone Number, Including Area Code
(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 (see General Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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CHEF
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 17, 2019, a total of 23,026,842 shares of the Company’s common stock, or 76.87% of the
Company’s outstanding shares, were present or represented by proxies out of a total of 29,954,681 shares of common stock outstanding and entitled to vote as of the record date for the Annual Meeting. The 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 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 2020 and until their successors are duly elected and qualified.
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Nominee
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For
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Withheld
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Broker Non-Votes
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Dominick Cerbone
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22,351,788
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79,660
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595,394
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Joseph Cugine
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19,772,724
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2,658,724
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595,394
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Steven F. Goldstone
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22,260,732
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170,716
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595,394
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Alan Guarino
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22,276,548
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154,900
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595,394
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Stephen Hanson
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22,289,219
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142,229
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595,394
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Katherine Oliver
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22,291,364
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140,084
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595,394
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Christopher Pappas
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22,300,382
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131,066
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595,394
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John Pappas
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21,826,950
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604,498
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595,394
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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 27, 2019.
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For
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Against
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Abstentions
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Broker Non-Votes
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22,887,989
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137,313
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1,540
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NA
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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 2019 proxy statement.
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For
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Against
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Abstentions
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Broker Non-Votes
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22,255,429
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150,780
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25,239
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595,394
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4. The stockholders approved the 2019 Omnibus Equity Incentive Plan, as included as Appendix A in the Company’s 2019 proxy
statement.
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For
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Against
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Abstentions
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Broker Non-Votes
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22,047,220
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377,828
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6,400
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595,394
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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 21, 2019