Chefs' Warehouse AGM: Shareholders Approve Directors, Auditor BDO and Say-on-Pay in Webcast Vote

Key Points

• Proxies representing 93.79% of the roughly 40.8 million outstanding shares were received for the virtual AGM, and all director nominees were re-elected with a majority of votes cast.
• Shareholders ratified BDO USA as Chefs' Warehouse’s independent registered public accounting firm for the fiscal year ending Dec. 25, 2026.
• The non-binding advisory say-on-pay vote approving the company’s named executive officer compensation also received majority support; the company will file final results on a Form 8-K within four business days.

Chefs' Warehouse NASDAQ: CHEF held its 2026 annual meeting of stockholders via internet webcast, with Chairman, President and CEO Christopher Pappas presiding. The virtual format was intended to provide access to a greater number of stockholders, Pappas said, and was open to stockholders of record as of March 16, 2026.

Pappas said a replay of the meeting would be available at www.virtualshareholdermeeting.com/chef26f26 until the sooner of May 8, 2027, or the date of the company’s 2027 annual meeting. He also outlined how stockholders of record could vote online and submit questions through the virtual meeting platform.

Attendance and meeting administration

Pappas introduced directors participating via webcast: Steven Goldstone, Aylwin Lewis, Lester Owens, John Pappas, Richard Peretz, Debra Walton-Ruskin, and Wendy M. Weinstein, in addition to himself. He also introduced company officers participating: John Pappas, vice chairman and chief operating officer; Alexandros Aldous, general counsel, corporate secretary, chief government relations officer, and chief administrative officer; James Leddy, chief financial officer; Timothy McCauley, chief accounting officer; and Christina Polychroni, chief human resource officer.

Auditors from BDO USA also attended the webcast and were available to respond to appropriate questions, including Brandon Schmeltzer and Natalie Matlane, Pappas said.

An operator, speaking to confirm voting participation, reported that proxies representing 93.79% of the approximately 40.8 million shares of outstanding common stock eligible to vote as of the record date had been received. Pappas then declared that a quorum was present.

Pappas said an affidavit from Broadridge Financial Solutions certified that beginning March 25, 2026, the company distributed notice of the annual meeting and made the proxy statement, proxy card, and annual report available to holders of record as of March 16, 2026. He added that the stockholder list had been available for examination at the company’s headquarters in Ridgefield, Connecticut during the prior 10 days and was also accessible through the virtual meeting portal. Aldous served as the inspector of elections and had taken the relevant oath of office, Pappas said.

Three proposals on the ballot

According to Pappas, the meeting’s agenda was limited to three items because “no director nominations or other stockholder proposals were properly filed in advance of this meeting in accordance with the requirements of the company’s bylaws.” The three matters presented to stockholders were:

• Election of directors: Steven Goldstone, Aylwin Lewis, Lester Owens, Christopher Pappas, John Pappas, Richard Peretz, Debra Walton-Ruskin, and Wendy M. Weinstein to serve until the next annual meeting and until successors are elected and qualified.
• Auditor ratification: Ratification of BDO USA as the company’s independent registered public accounting firm for the fiscal year ending Dec. 25, 2026.
• Say-on-pay: A non-binding advisory vote approving compensation of the company’s named executive officers as disclosed in the proxy materials.

Pappas said the board recommended a vote “for” each of the three proposals.

Voting standards outlined

In describing the voting standards, Aldous said the election of directors required “the affirmative vote of a majority of the votes cast” for each nominee. For both the auditor ratification and the say-on-pay vote, Aldous said approval required “the affirmative vote of a majority of the shares represented at this meeting through the virtual meeting website or by properly executed proxy and entitled to vote” on the respective proposal.

After the company closed the polls at approximately 12:21 p.m., preliminary tabulations were reported during the meeting.

Preliminary results: all proposals approved

An operator reported that proposal one, the election of directors, received majority support, with “a majority of the votes cast at this meeting” in favor of each director nominee. Proposal two, ratification of BDO as independent auditor for the fiscal year ending Dec. 25, 2026, received “the affirmative vote of a majority of the shares represented at this meeting.” Proposal three, the non-binding advisory vote on executive compensation, also received “the affirmative vote of a majority of the shares represented at this meeting.”

Pappas formally declared the director nominees “duly elected” and said proposals two and three also passed. He directed that the results be incorporated into the meeting minutes and said the company would report final results in a Form 8-K filed within four business days.

The formal portion of the meeting was then adjourned, and Pappas indicated that he, Aldous, and BDO representatives would be available to answer appropriate stockholder questions submitted through the webcast platform. The company concluded the meeting shortly thereafter.

About Chefs' Warehouse NASDAQ: CHEF

Chefs' Warehouse, Inc is a specialty food distributor that supplies a broad range of high‐end ingredients and culinary products to professional chefs, restaurants, hotels, and other foodservice operators. Headquartered in Maspeth, New York, the company sources its portfolio from local artisans, boutique producers and leading global suppliers. Its core offerings include fresh and frozen proteins, specialty cuts of meat and seafood, handcrafted cheeses and charcuterie, seasonal produce, value‐added preparations, pantry staples and premium desserts and beverages.

The company operates a network of distribution centers strategically located in major metropolitan markets across North America.

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