Chefs' Warehouse, Inc. Announces Annual Meeting of Stockholders on May 10, 2024

TL;DR

<b>The Chefs' Warehouse, Inc. will convene its Annual Meeting of Stockholders on May 10, 2024.</b>

AI Summary

Chefs' Warehouse, Inc. (CHEF) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. The Chefs' Warehouse, Inc. will hold its Annual Meeting of Stockholders on May 10, 2024, at 10:00 a.m. EDT. The filing is a Definitive Proxy Statement (DEF 14A). The company's fiscal year ends on December 29. The company was formerly known as Chefs' Warehouse Holdings, LLC. The filing includes details on equity awards granted and vested/unvested conditions for both PEO and Non-PEO members.

Why It Matters

For investors and stakeholders tracking Chefs' Warehouse, Inc., this filing contains several important signals. This DEF 14A filing provides shareholders with essential information regarding the upcoming annual meeting, including details on executive compensation and equity awards, which are crucial for informed voting decisions. The detailed breakdown of equity awards, including those granted in prior years and those that failed to meet vesting conditions, offers insight into the company's incentive structures and performance metrics.

Risk Assessment

Risk Level: low — Chefs' Warehouse, Inc. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or strategic shifts that would indicate significant risk.

Analyst Insight

Review the proxy statement for details on executive compensation and equity awards to understand management incentives and potential shareholder value impact.

Key Numbers

• 2024-05-10 — Annual Meeting Date (The Chefs' Warehouse, Inc. Annual Meeting of Stockholders)
• 2024-03-27 — Filing Date (DEF 14A filing date)
• 2023-12-29 — Fiscal Year End (The Chefs' Warehouse, Inc. fiscal year end)

Key Players & Entities

• The Chefs' Warehouse, Inc. (company) — Registrant
• May 10, 2024 (date) — Annual Meeting date
• 10:00 a.m. EDT (time) — Annual Meeting time
• Chefs' Warehouse Holdings, LLC (company) — Former company name
• 100 East Ridge Road (address) — Business and Mail Address
• Ridgefield, CT 06877 (address) — Business and Mail Address

FAQ

Industry Context

The Chefs' Warehouse, Inc. operates in the wholesale grocery sector, serving as a distributor of specialty food products.

Regulatory Implications

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the proxy statement for proposals to be voted on at the Annual Meeting.
2. Examine the executive compensation details to understand pay-for-performance alignment.
3. Note the details regarding equity awards and their vesting conditions.

Key Dates

• 2024-05-10: Annual Meeting of Stockholders — Key date for shareholder participation and voting.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting, following previous filings related to prior fiscal years and meetings.

Key Financial Figures

• $3.4 billion — ased approximately 31% to approximately $3.4 billion from approximately $2.61 billion in fis
• $2.61 billion — imately $3.4 billion from approximately $2.61 billion in fiscal 2022. The Company reported
• $193 million — 2. The Company reported approximately $193 million of adjusted EBITDA in fiscal year 2023.
• $100 million — re repurchase program authorizing up to $100 million of repurchases during the same two-year

Filing Documents

• chef-20240327.htm (DEF 14A) — 829KB
• chef-20240327_g1.jpg (GRAPHIC) — 25KB
• chef-20240327_g2.jpg (GRAPHIC) — 36KB
• chef-20240327_g3.jpg (GRAPHIC) — 31KB
• chef-20240327_g4.jpg (GRAPHIC) — 33KB
• chef-20240327_g5.jpg (GRAPHIC) — 516KB
• chef-20240327_g6.jpg (GRAPHIC) — 224KB
• 0001517175-24-000006.txt (&nbsp;) — 3401KB
• chef-20240327.xsd (EX-101.SCH) — 4KB
• chef-20240327_def.xml (EX-101.DEF) — 5KB
• chef-20240327_lab.xml (EX-101.LAB) — 7KB
• chef-20240327_pre.xml (EX-101.PRE) — 4KB
• chef-20240327_htm.xml (XML) — 70KB

Executive Compensation Overview

Executive Compensation Overview The Company's executive compensation program, as approved by the Compensation and Human Capital Committee (the "Compensation Committee"), is designed to implement our executive pay philosophy to: Attract and retain talented and experienced executives and other key employees; Align the interests of executives with our business plans through the use of Company-wide performance metrics based on those plans ("pay for performance") and retention programs intended to retain employees key to their implementation; Incentivize achievement of annual financial, functional and individual objectives; and Create a fair and measurable compensation model for rewarding performance and attracting and retaining key members of management. Compensation Practices What We Do What We Don ' t Do Pay for Performance No Repricing or Cash Buyouts of Underwater Options Double Trigger Change in Control Provisions No Hedging or Pledging of Company Stock Independent Compensation Advisor No Supplemental Retirement Benefits for Executives Clawback Policy and Stock Ownership Guidelines No "Spring-Loaded" Equity Awards Elements of Compensation for Fiscal 2023 Taking into account the above-described objectives and our peer group comparisons, the Compensation Committee designed a fiscal 2023 compensation package for our named executive officers that consisted of the following principal components. Element Description, Objective & Performance Metrics Form Base Salary The guaranteed part of our executives' pay. Base salary reflects the different levels of responsibility within the Company, the skills and experience required for the job, individual performance and labor market conditions. Provides a competitive level of fixed compensation. Cash Performance-Based Annual Cash Incentive Performance-based payments to incentivize bottom-line growth as measured by fiscal 2023 adjusted EBITDA ("AEBITDA") and revenue. Opportunities for additional payouts for

Executive Compensation

Executive Compensation 23 Compensation Discussion and Analysis 24 Compensation Committee Report 32 Summary Compensation Table – Fiscal Years 2021-2023 33 Fiscal 202 3 Grants of Plan-Based Awards 35 Outstanding Equity Awards at 202 3 Fiscal Year End 36 Fiscal 202 3 Stock Vested Table 38 Potential Payments upon Termination or Change in Control 39 CEO Pay Ratio 43 Director Compensation 47 Director Stock Ownership Requirement 48 Proposal 2—Ratification of Independent Registered Public Accounting Firm 50 Vote Required 50 Fees Paid to BDO USA, P.C. 50 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 51 Audit Committee Report 51 Proposal 3—Advisory Vote on Executive Compensation 53 Vote Required 53 Proposal 4—Advisory Vote on the Frequency of Future Non-Binding, Advisory Votes on Executive Compensation 53 Other Matters 55 Delinquent Section 16(a) Reports 55 Stockholder Proposals for the 202 5 Annual Meeting of Stockholders 55 THE CHEFS' WAREHOUSE, INC. 100 East Ridge Road Ridgefield, Connecticut 06877 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 10, 2024 This proxy statement is being furnished in connection with the solicitation of proxies by the board of directors (which we sometimes refer to as the "Board" in this proxy statement) of The Chefs' Warehouse, Inc. (the "Company") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Friday, May 10, 2024, at 10:00 a.m. EDT, on the internet through a virtual web conference at www.virtualshareholdermeeting.com/chef24 , and at any adjournments or postponements of the Annual Meeting. The Board is soliciting proxies by mail for the purposes set forth in the accompanying Notice of the Annual Meeting. The Company will bear the cost of soliciting the proxies. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 10, 202

View Full Filing

View this DEF 14A filing on SEC EDGAR