Chefs' Warehouse, Inc. current report, 17 May 2012

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Chefs' Warehouse, Inc. - Form 8-K Summary

Business Context and Reporting Period

This Form 8-K reports on the results of the Annual Meeting of Stockholders held on May 17, 2012. The filing covers the voting outcomes for five specific proposals submitted to the shareholders of The Chefs' Warehouse, Inc.

Key Financial Metrics

This filing is a current report regarding corporate governance and shareholder voting. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.

Material Changes and Voting Results

A total of 19,373,966 shares (92.62% of outstanding shares) were present or represented by proxy. The stockholders approved all five proposals:

  1. Election of Directors: Seven nominees were elected to serve until the 2013 annual meeting. All received significant "For" votes, with Dean Facatselis and John Pappas receiving the highest number of "Withheld" votes among the group.
  2. Ratification of Auditors: Stockholders approved the selection of BDO USA, LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2012.
  3. Executive Compensation (Say-on-Pay): Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers.
  4. Frequency of Say-on-Pay: Stockholders voted to hold the advisory vote on executive compensation annually (1-year frequency).
  5. Equity Incentive Plan: Stockholders approved the 2011 Omnibus Equity Incentive Plan.

Guidance, Outlook, and Risks

The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is strictly a disclosure of voting tabulations.

Key Facts for Investor Verification

  • Verify the specific terms and share limits of the newly approved 2011 Omnibus Equity Incentive Plan.
  • Confirm the tenure of the newly elected directors, which extends until the 2013 annual meeting.
  • Note the high level of shareholder engagement, with over 92% of outstanding shares represented at the meeting.
  • Review the 2012 Proxy Statement for detailed descriptions of the executive compensation package that was approved.