0001517175 false Chefs' Warehouse, Inc. 0001517175 2021-05-14 2021-05-14 0001517175 CHEF:CommonStockParValue0.01Member 2021-05-14 2021-05-14 0001517175 CHEF:PreferredStockPurchaseRightsMember 2021-05-14 2021-05-14 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 18, 2021 (May 14, 2021)


(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 14, 2021, a total of 33,834,807 shares of the Company’s common stock, or 89.24% of the Company’s outstanding shares, were present or represented by proxies out of a total of 37,911,440 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 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 2022 and until their successors are duly elected and qualified.


Nominee For       Against  Abstain  Broker Non-Votes
Ivy Brown 31,436,084      18,285 41,025 2,339,413
Dominick Cerbone 30,280,831 1,172,915 41,648 2,339,413
Joseph Cugine 29,676,620 1,777,140 41,634 2,339,413
Steven F. Goldstone 29,804,727 1,649,026 41,641 2,339,413
Alan Guarino 29,683,833 1,767,772 43,789 2,339,413
Stephen Hanson 29,772,708 1,648,752 73,934 2,339,413
Aylwin Lewis 31,348,335      84,697 62,362 2,339,413
Katherine Oliver 29,723,802 1,728,010 43,582 2,339,413
Christopher Pappas 30,189,916 1,262,663 42,815 2,339,413
John Pappas 29,424,082 2,028,531 42,781 2,339,413



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, 2021.


For Against Abstentions Broker Non-Votes
33,764,333 51,589 18,885 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 2021 proxy statement.


For Against Abstentions Broker Non-Votes
30,815,513 636,771 43,110 2,339,413



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 18, 2021