The Chefs' Warehouse Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2024 Annual Meeting of stockholders of The Chefs’ Warehouse, Inc. (the “Company”) held on May 10, 2024 (the “2024 Annual Meeting”), a total of 37,349,450 shares of common stock, representing 93.82% of the 39,809,094 shares of common stock outstanding and entitled to vote as of the record date for the 2024 Annual Meeting, were present or represented by proxies. The Company’s stockholders voted on four proposals at the 2024 Annual Meeting. The results of voting on the four proposals, including final voting tabulations, are set forth below.
1. The stockholders elected Ivy Brown, Joseph Cugine, Steven F. Goldstone, Aylwin Lewis, Katherine Oliver, Lester Owens, Christopher Pappas, John Pappas, Richard N. Peretz, Debra Walton-Ruskin and Wendy M. Weinstein to serve as directors to hold office until the annual meeting of stockholders to be held in 2025 and until their successors are duly elected and qualified.
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Ivy Brown | 34,873,171 | 149,024 | 33,726 | 2,293,529 |
| Joseph Cugine | 34,627,277 | 396,443 | 32,201 | 2,293,529 |
| Steven F. Goldstone | 34,892,850 | 130,650 | 32,421 | 2,293,529 |
| Aylwin Lewis | 34,128,714 | 894,786 | 32,421 | 2,293,529 |
| Katherine Oliver | 34,770,752 | 252,992 | 32,177 | 2,293,529 |
| Lester Owens | 34,961,463 | 62,037 | 32,421 | 2,293,529 |
| Christopher Pappas | 34,751,285 | 272,381 | 32,255 | 2,293,529 |
| John Pappas | 33,724,246 | 1,296,327 | 35,348 | 2,293,529 |
| Ricard N. Peretz | 34,967,359 | 56,131 | 32,431 | 2,293,529 |
| Debra Walton-Ruskin | 35,009,263 | 14,237 | 32,421 | 2,293,529 |
| Wendy M. Weinstein | 34,967,668 | 55,833 | 32,420 | 2,293,529 |
2. The stockholders approved the ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2024.
| For | Against | Abstentions | Broker Non-Votes |
| 37,224,719 | 84,544 | 40,187 | 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 definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 27, 2024 (the “2024 Proxy Statement”).
| For | Against | Abstentions | Broker Non-Votes |
| 32,677,468 | 2,318,112 | 60,341 | 2,293,529 |
4. The stockholders voted on a non-binding, advisory basis, on the frequency (once every one year, two years or three years) that stockholders of the Company will have a non-binding, advisory vote on the compensation of the Company’s named executive officers, as described in the 2024 Proxy Statement.
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| 33,857,141 | 3,082 | 1,136,746 | 58,952 | NA |
Consistent with the recommendation of the board of directors, a majority of the votes cast by stockholders voted to hold future advisory votes on executive compensation on an annual basis. In light of the foregoing, the Company currently intends to hold future advisory votes on executive compensation every year. The next required vote on the frequency of future advisory votes on executive compensation is scheduled to occur at the Company’s 2030 annual meeting of stockholders.
| 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, Chief Government Relations Officer & Chief Administrative Officer | |
Date: May 14, 2024