Chefs' Warehouse, Inc. 8-K

What Happened

• Chefs’ Warehouse, Inc. filed an 8-K on May 11, 2026 reporting results from its May 8, 2026 annual meeting. A total of 38,249,121 shares were present or represented by proxy, representing 93.79% of 40,777,629 shares outstanding and entitled to vote.
• Stockholders elected eight directors to serve until the 2027 annual meeting: Steven F. Goldstone, Aylwin Lewis, Lester Owens, Christopher Pappas, John Pappas, Richard N. Peretz, Debra Walton‑Ruskin and Wendy M. Weinstein. Ivy Brown did not stand for reelection; her seat remains vacant until the Board fills it or reduces its size.
• Stockholders ratified BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2026, and approved the company’s named executive officer compensation on a non‑binding, advisory basis.

Key Details

• Shares represented: 38,249,121 (93.79% of 40,777,629 shares outstanding).
• Directors elected: Steven F. Goldstone; Aylwin Lewis; Lester Owens; Christopher Pappas; John Pappas; Richard N. Peretz; Debra Walton‑Ruskin; Wendy M. Weinstein. (Ivy Brown did not stand for reelection; seat remains vacant.)
• Auditor ratification vote: For 37,557,752; Against 629,523; Abstentions 61,846.
• Say‑on‑pay (advisory) vote: For 18,756,222; Against 18,005,962; Abstentions 62,931; Broker non‑votes 1,424,006 — approved on a non‑binding basis by a narrow margin (roughly 51% of votes cast).

Why It Matters

• The board’s slate was largely maintained, leaving one open seat to be filled at the Board’s discretion. That open seat could affect future Board composition and governance decisions.
• Ratification of BDO as auditor provides continuity for the upcoming fiscal year’s financial reporting.
• The close say‑on‑pay result (near 50/50) is a factual indicator of significant shareholder concern about executive compensation; although advisory and non‑binding, the narrow approval is information investors should note when assessing governance and potential shareholder engagement.