CHEF Chefs` Warehouse

Filed: 18 May 21, 4:32pm




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)


(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CHEFThe NASDAQ Stock Market LLC
Preferred Stock Purchase RightsCHEFThe 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.


NomineeFor      Against Abstain Broker Non-Votes
Ivy Brown31,436,084     18,28541,0252,339,413
Dominick Cerbone30,280,8311,172,91541,6482,339,413
Joseph Cugine29,676,6201,777,14041,6342,339,413
Steven F. Goldstone29,804,7271,649,02641,6412,339,413
Alan Guarino29,683,8331,767,77243,7892,339,413
Stephen Hanson29,772,7081,648,75273,9342,339,413
Aylwin Lewis31,348,335     84,69762,3622,339,413
Katherine Oliver29,723,8021,728,01043,5822,339,413
Christopher Pappas30,189,9161,262,66342,8152,339,413
John Pappas29,424,0822,028,53142,7812,339,413



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.


ForAgainstAbstentionsBroker Non-Votes


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.


ForAgainstAbstentionsBroker Non-Votes



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