UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2024, The Chefs’ Warehouse, Inc., a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain Cooperation Agreement, dated as of March 1, 2024 (the “Cooperation Agreement”), by and among Legion Partners Asset Management, LLC, Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond White (collectively, the “Investor Group” and each individually, an “Investor”).
The Amendment clarifies that the Board’s obligation to recommend, support and solicit proxies for the election of any of Richard N. Peretz and Wendy M. Weinstein (each, a “Specified Director”) at each meeting of the stockholders held prior to the expiration of the Standstill Period is subject to the exercise by the Board of its fiduciary duties under applicable law. The Amendment further provides that if, as a result of the exercise by the Board of its fiduciary duties under applicable law, the Board determines not to take any of the foregoing actions that would otherwise be required under the Cooperation Agreement, then, among other things, (i) the Investor Group would be permitted to seek election of the Specified Director as a director of the Company, (ii) the Investor Group would be permitted to solicit proxies in favor of any such Specified Director, make statements and announcements, and otherwise engage in communications with shareholders, in connection with such solicitation, and (iii) the obligations and restrictions of the Investor Group under the Cooperation Agreement in respect of voting the shares of common stock of the Company beneficially owned by them, standstill obligations, non-disparagement and public announcements would cease to apply in connection therewith.
In addition, the Amendment clarifies that certain other obligations of the Company under the Cooperation Agreement in respect of the size and composition of the Board are also subject to the exercise by the Board of its fiduciary duties under applicable law. The Amendment further provides that if, as a result of the exercise by the Board of its fiduciary duties under applicable law, the Board determines not to take any of the foregoing actions that would otherwise be required under the Cooperation Agreement, then, among other things, the obligations and restrictions of the Investor Group under the Cooperation Agreement in respect of voting their shares of common stock of the Company, standstill obligations, non-disparagement and public announcements would cease to apply.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Cooperation Agreement, copies of which are filed respectively as Exhibit 10.1 to this Current Report on Form 8-K, and as Exhibit 10.1 to the Current Report on Form 8-K filed on March 4, 2024, both of which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to Cooperation Agreement, by and among The Chefs’ Warehouse, Inc. and Legion Partners Asset Management, LLC, dated May 31, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| THE CHEFS’ WAREHOUSE, INC. | |
| By: | /s/Alexandros Aldous |
| Name: | Alexandros Aldous |
| Title: | General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer |
Date: May 31, 2024