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Chefs' Warehouse, Inc. Regulatory Filings 2015

Apr 3, 2015

31546_rns_2015-04-03_a3386725-d464-409c-b526-bf8614659530.zip

Regulatory Filings

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DEFA14A 1 chef-defa14a_051515.htm ADDITIONAL MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant þ
Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
þ Definitive Additional Materials
¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Chefs’ Warehouse, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

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| ***
Exercise Your Right to Vote *** |
| --- |
| Important
Notice Regarding the Availability of Proxy Materials for the |
| Shareholder
Meeting to Be Held on May 15, 2015 . |

Meeting Information — Meeting Type: Annual Meeting
For holders as of: March 18, 2015
Date: May 15, 2015 Time: 10:00 AM EDT
Location: The Ridgefield Playhouse
80 East Ridge Street
Ridgefield, Connecticut 06877 Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/chef15.
The Chefs’ Warehouse, Inc. will also be hosting the Meeting live via
the Internet this year. To attend the Meeting via the Internet please visit www.virtualshareholdermeeting.com/chef15 and be sure to have your 16-digit Control Number to enter the Meeting.
You are receiving this communication because you hold shares in the company
named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.

M90091-P60156

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| —— Before You Vote —— How to Access the
Proxy Materials |
| --- |
| Proxy Materials Available
to VIEW or RECEIVE: |
| Notice and Proxy Statement 10K Wrap |
| How to View Online: |

| Have
the information that is printed in the box marked by the arrow (located
on the following page) and visit: www.proxyvote.com. | |
| --- | --- |
| How to Request and Receive a PAPER or E-MAIL Copy: | |
| If you want to receive a paper or e-mail copy of these documents,
you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |
| 1) BY
INTERNET : | www.proxyvote.com |
| 2) BY TELEPHONE : | 1-800-579-1639 |
| 3) BY E-MAIL* : | [email protected] |

| * If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located
on the following page) in the subject line. |
| --- |
| Requests, instructions and other inquiries sent to this e-mail
address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 3, 2015
to facilitate timely delivery. |

| —— How
To Vote —— Please Choose One
of the Following Voting Methods | |
| --- | --- |
| Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions.

Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. | |
| Vote By Internet: | |
| Before The Meeting: | Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. |
| During The Meeting: | Go to www.virtualshareholdermeeting.com/chef15. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. |
| Vote
By Mail: You can vote by mail by requesting a paper
copy of the materials, which will include a voting instruction form. | |

M90092-P60156

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Voting Items

The Board of Directors recommends you vote FOR

the following:

1.
Nominees:
01) Dominick Cerbone 05) Stephen Hanson
02) John A. Couri 06) Christopher Pappas
03) Joseph Cugine 07) John Pappas
04) Alan Guarino

The Board of Directors recommends you vote FOR the following proposals:

2. To ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2015.
3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
4. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

M90093-P60156

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Voting Instructions

M90094-P60156

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