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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 20, 2026
THE CHEFS’ WAREHOUSE, INC.
(Exact name of registrant as specified in its
charter)
| |
|
|
| Delaware |
001-35249 |
20-3031526 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
100 East Ridge Road
Ridgefield, Connecticut 06877
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (203) 894-1345
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
| |
|
|
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 |
CHEF |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On April 20, 2026,
Ivy Brown notified the Board of Directors (the “Board”) of The Chefs’ Warehouse, Inc. (the “Company”) of
her decision to resign as a member of the Board, effective immediately. Ms. Brown resigned from the Board for personal reasons. Her decision
to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or
practices.
As a result of her
resignation, Ms. Brown will not be standing for reelection at our annual meeting on May 8, 2026. The Company does not plan to introduce
a substitute nominee at the annual meeting, and Ms. Brown’s seat will remain vacant until such time as the Board identifies a new
director or reduces the size of the Board.
The Board and the Company
thank Ms. Brown for her service and contributions during her tenure on the Board.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are 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.
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THE CHEFS’ WAREHOUSE, INC. |
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|
|
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By: |
/s/ Alexandros Aldous |
| |
Name: |
Alexandros Aldous |
| |
Title: |
General Counsel, Corporate Secretary, Chief Government Relations Officer & Chief Administrative Officer |
Date: April 24, 2026
