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): May 16, 2014



(Exact Name of Registrant as Specified in Charter)




(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 5.07 Submission of Matters to a Vote of Security Holders.


(a), (b) At the Annual Meeting of Stockholders (the “Annual Meeting”) of The Chefs’ Warehouse, Inc. (the “Company”) held on May 16, 2014, a total of 19,299,615 shares of the Company’s common stock, or 77.07% of the Company’s outstanding shares, were present in person or represented by proxies out of a total of 25,038,559 shares of common stock outstanding and entitled to vote as of the record date for the Annual Meeting. The stockholders voted on three proposals at the Annual Meeting. The results of voting on the three proposals, including final voting tabulations, are set forth below.


1. The stockholders elected Dominick Cerbone, John A. Couri, Joseph Cugine, Alan Guarino, Stephen Hanson, Christopher Pappas and John Pappas to serve as directors to hold office until the annual meeting of stockholders to be held in 2015 and until their successors are duly elected and qualified.


Nominee For Withheld Broker Non-Votes
Dominick Cerbone 18,329,973   71,373 898,269
John A. Couri 18,249,759 151,587 898,269
Joseph Cugine 18,330,073   71,273 898,269
Alan Guarino 18,245,859 155,487 898,269
Stephen Hanson 18,064,792 336,554 898,269
Christopher Pappas 18,292,761 108,585 898,269
John Pappas 18,140,906 260,440 898,269


2. The stockholders approved the ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2014.


For Against Abstentions
19,281,225 6,104 12,286


3. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s 2014 proxy statement.


For Against Abstentions Broker Non-Votes
18,366,773 27,372 7,201 898,269







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



Alexandros Aldous
General Counsel and Corporate Secretary


Date: May 22, 2014