Chefs' Warehouse Files 8-K: Material Agreement

TL;DR

Chefs' Warehouse signed a big deal, filing details today.

AI Summary

On March 1, 2024, The Chefs' Warehouse, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also provided a Regulation FD disclosure and filed financial statements and exhibits. The filing was made on March 4, 2024.

Why It Matters

This filing indicates a significant new agreement for The Chefs' Warehouse, which could impact its operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, but the specifics are not detailed, creating uncertainty about its impact.

Key Numbers

• 001-35249 — SEC File Number (Identifies the company's filing with the SEC.)
• 20-3031526 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• The Chefs' Warehouse, Inc. (company) — Registrant
• March 1, 2024 (date) — Date of earliest event reported
• March 4, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 100 East Ridge Road, Ridgefield, Connecticut 06877 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 CHEF The NASDAQ Stock Market LLC In
• $5 million — other operating expenses do not exceed $5 million in either fiscal year 2024 or fiscal ye
• $375,000 — on Agreement in an amount not to exceed $375,000. The foregoing description of the Coop

Filing Documents

• ss3089888_8k.htm (8-K) — 35KB
• ss3089888_ex1001.htm (EX-10.1) — 108KB
• ss3089888_ex9901.htm (EX-99.1) — 17KB
• 0000947871-24-000251.txt ( ) — 362KB
• chef-20240301.xsd (EX-101.SCH) — 3KB
• chef-20240301_lab.xml (EX-101.LAB) — 33KB
• chef-20240301_pre.xml (EX-101.PRE) — 22KB
• ss3089888_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 1, 2024, The Chefs' Warehouse, Inc., a Delaware corporation (the " Company "), entered into an agreement (the " Cooperation Agreement ") with Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond White (collectively, the " Investor Group " and each individually, an " Investor "). As of the date of the Cooperation Agreement, the Investor Group has represented to the Company that it is deemed to beneficially own shares of the Company's common stock, par value $0.01 per share (the " Common Stock "), totaling, in the aggregate, 1,328,214 shares or approximately 3.3% of the Common Stock outstanding as of March 1, 2024. The Cooperation Agreement provides, among other things, that the size of the Board of Directors of the Company (the " Board ") will be temporarily increased from eleven to fourteen members and that Richard N. Peretz and Wendy M. Weinstein (or their replacements, collectively, the " New Directors ") will be appointed to the Board on or prior to March 6, 2024 at a meeting of the Board and will each be nominated as a candidate for reelection to the Board at the Company's 2024 annual meeting of stockholders (the " 2024 Annual Meeting "). The Cooperation Agreement also provides that a third independent director candidate will be selected by the Board for appointment to the Board on or prior to March 6, 2024 and for election at the 2024 Annual Meeting. Prior to the date of the Cooperation Agreement, the Company has disclosed the identity of the third independent director candidate chosen by the Company. Also, pursuant to the Cooperation Agreement, Mr. Peretz or his replacement will be appointed to the Compensation and Human Capital Committee of the Board and Ms. Weinstein or her replacement will be appointed to the Nominating and Corporate Governance Committee of the Board. In

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release issued by the Company on March 4, 2024 announcing the execution of the Cooperation Agreement is furnished hereto as Exhibit 99.1. The information in this Item 7.01 of this Form 8-K and the press released furnished hereto as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the " Exchange Act ") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Cooperation Agreement, by and among The Chefs' Warehouse, Inc., Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond White, dated March 1, 2024. 99.1 Press Release of The Chefs' Warehouse, Inc., dated March 4, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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: Title: Alexandros Aldous General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer Date: March 4, 2024

View Full Filing

View this 8-K filing on SEC EDGAR