Chefs' Warehouse Files 8-K on Material Agreement

TL;DR

Chefs' Warehouse (CHEF) filed an 8-K on 5/31, reporting a material definitive agreement.

AI Summary

On May 31, 2024, The Chefs' Warehouse, Inc. filed an 8-K report detailing a material definitive agreement and financial statements. The company, incorporated in Delaware with its principal executive offices in Ridgefield, Connecticut, operates in the wholesale groceries and general line sector.

Why It Matters

This filing indicates a significant contractual development for The Chefs' Warehouse, Inc., which could impact its operations and financial standing.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report for a material definitive agreement and financial statements, not indicating immediate operational or financial distress.

Key Players & Entities

• The Chefs' Warehouse, Inc. (company) — Registrant
• May 31, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Ridgefield, Connecticut (location) — Address of principal executive offices
• 001-35249 (identifier) — Commission File Number
• 20-3031526 (identifier) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 CHEF The NASDAQ Stock Market LLC In

Filing Documents

• tm2416170d1_8k.htm (8-K) — 29KB
• tm2416170d1_ex10-1.htm (EX-10.1) — 37KB
• 0001104659-24-067304.txt ( ) — 243KB
• chef-20240531.xsd (EX-101.SCH) — 3KB
• chef-20240531_lab.xml (EX-101.LAB) — 33KB
• chef-20240531_pre.xml (EX-101.PRE) — 22KB
• tm2416170d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On May 31, 2024, The Chefs' Warehouse, Inc., a Delaware corporation (the " Compan y"), entered into an amendment (the " Amendment ") to that certain Cooperation Agreement, dated as of March 1, 2024 (the " Cooperation A g reement "), by and among 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 Grou p" and each individually, an " Investor "). The Amendment clarifies that the Board's obligation to recommend, support and solicit proxies for the election of any of Richard N. Peretz and Wendy M. Weinstein (each, a " Specified Director ") at each meeting of the stockholders held prior to the expiration of the Standstill Period is subject to the exercise by the Board of its fiduciary duties under applicable law. The Amendment further provides that if, as a result of the exercise by the Board of its fiduciary duties under applicable law, the Board determines not to take any of the foregoing actions that would otherwise be required under the Cooperation Agreement, then, among other things, (i) the Investor Group would be permitted to seek election of the Specified Director as a director of the Company, (ii) the Investor Group would be permitted to solicit proxies in favor of any such Specified Director, make statements and announcements, and otherwise engage in communications with shareholders, in connection with such solicitation, and (iii) the obligations and restrictions of the Investor Group under the Cooperation Agreement in respect of voting the shares of common stock of the Company beneficially owned by them, standstill obligations, non-disparagement and public announcements would cease to apply in connection therewith. In addition, the Amendment clarifies that certain other obligations of the Company under the Cooperation Agreement in respect of t

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Amendment to Cooperation Agreement, by and among The Chefs' Warehouse, Inc. and Legion Partners Asset Management, LLC, dated May 31, 2024. 104 Cover Page Interactive Data File (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: Alexandros Aldous Title: General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer Date: May 31, 2024

View Full Filing

View this 8-K filing on SEC EDGAR