UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

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FORM 8-K
 

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 20, 2018

 

 

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THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: (203) 894-1345

 

(Former name or former address if changed since last report.)

 

 

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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))

 

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. ☐

 

 

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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

 

As part of the previously announced Cooperation Agreement, dated January 15, 2018, between The Chefs’ Warehouse, Inc. (the “Company”) and an investor group led by Legion Partners, the Company agreed to reduce the size of its board of directors by one director immediately following the 2018 annual meeting.  In order to accomplish this commitment, the Company’s board of directors has determined that John DeBenedetti will not stand for reelection at the 2018 annual meeting.  On April 19, 2018, Mr. DeBenedetti resigned from the board, effective immediately, in anticipation of the end of his term, to pursue other interests.

The Company issued a press release announcing Mr. DeBenedetti’s resignation on April 20, 2018. A copy of this press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits.

 

The following exhibit is being filed with this Current Report on Form 8-K:

 

 

 

 

 

 

 

 

 

 

             

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.

 

 

Date: April 20, 2018

 

 

 

 

 

 

 

 

 

 

 

 

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The Chefs’ Warehouse, Inc. Announces Change to Board of Directors

Ridgefield, CT, April 20, 2018 – The Chefs’ Warehouse, Inc. (NASDAQ: CHEF), a premier distributor of specialty food products in the United States, today announced that John DeBenedetti has resigned from its Board of Directors, effective immediately, to pursue other endeavors.

The vacant Board seat will not be replaced.  In the Cooperation Agreement reached with Legion Partners earlier this year, the Company agreed to reduce the size of the Board by one director in both 2018 and 2019 so that, immediately following the 2019 annual meeting of stockholders, the Board will be fixed at 10 directors.

Mr. DeBenedetti served as a director of the Company since May 2016.

About The Chefs’ Warehouse

The Chefs’ Warehouse, Inc. (http://www.chefswarehouse.com) is a premier distributor of specialty food products in the United States and Canada focused on serving the specific needs of chefs who own and/or operate some of the nation’s leading menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolatiers, cruise lines, casinos and specialty food stores. The Chefs’ Warehouse, Inc. carries and distributes more than 43,000 products to more than 28,000 customer locations throughout the United States and Canada.