Chefs' Warehouse, Inc. — Remuneration Information 2012

Apr 4, 2012

DEFA14A 1 d324999ddefa14a.htm FORM DEFA 14A Form DEFA 14A

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 x 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
x	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):
x	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.
¨	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:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 17, 2012.

THE CHEFS’ WAREHOUSE, INC.

| Meeting Information |
| --- |
| Meeting
Type: Annual Meeting |
| For holders as of: March 19, 2012 |
| Date: May 17, 2012 Time: 10:00 AM EDT |
| Location: The Ridgefield Playhouse 80 East Ridge Street Ridgefield, Connecticut 06877 |
| 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/chef and be sure to have your 12-digit Control Number to enter the Meeting. |
| You are receiving this
communication because you hold shares in the above named company. |
| 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. |

	— Before You Vote — How to Access the Proxy Materials
	Proxy Materials Available to VIEW or RECEIVE: 1. Notice and Proxy Statement 2.
Annual Report 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 *: sendmaterial@proxyvote.com
	* 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, 2012 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 available and follow the instructions.
	During The Meeting:	Go to www.virtualshareholdermeeting.com/chef . Have the
information that is printed in the box marked by the arrow 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.

The Board of Directors recommends you vote
FOR the following:
1.	Election of Directors
	Nominees:
	01)	John D. Austin	05)	Stephen Hanson
	02)	John A. Couri	06)	Christopher Pappas
	03)	L. Kevin Cox	07)	John Pappas
	04)	Dean Facatselis
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 28, 2012.
3.	To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement to which this notice
relates.
The Board of Directors recommends you vote 1 year on the following proposal:
4.	To vote, on a non-binding, advisory basis, on the frequency (once every one year, two years or three years) that stockholders of the Company will have a non-binding,
advisory vote on the compensation of the Company’s named executive officers.
The Board of Directors recommends you vote FOR the following proposal:
5.	To approve The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
●

Voting Instructions