Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 7, 2012




(Exact Name of Registrant as Specified in Charter)




Delaware   001-35249   20-3031526

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


100 East Ridge Road, Ridgefield, CT   06877
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 894-1345

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On September 7, 2012, the Board of Directors (the “Board”) of The Chefs’ Warehouse, Inc. (the “Company”) elected Joseph M. Cugine to the Company’s Board as a director. Mr. Cugine’s term will expire, along with the terms of the other directors, at the Company’s next annual meeting of stockholders. Mr. Cugine will serve as a member of the Board’s Compensation Committee and Nominating and Corporate Governance Committee. There are no arrangements or understandings between Mr. Cugine and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Cugine that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Cugine will be compensated in accordance with the Company’s existing compensation arrangements for non-employee directors, which are described under the caption “Executive Compensation – Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2012, and currently include a mixture of a cash retainer, cash paid for committee membership and committee chairmanship, and time-based vesting restricted share awards. His compensation for his service will be prorated in 2012. The Company has also entered into an Indemnification Agreement with Mr. Cugine in substantially the form of the Form of Indemnification Agreement by and between the Company and its directors and executive officers, which was filed by the Company as Exhibit 10.24 to the amendment to the Company’s Registration Statement on Form S-1 filed with the SEC on July 14, 2011 in connection with the Company’s initial public offering.


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.


By:   /s/ Alexandros Aldous
Name:   Alexandros Aldous
Title:   General Counsel and Corporate Secretary

Date: September 11, 2012