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The Chefs’ Warehouse, Inc. is holding a virtual annual stockholder meeting on May 8, 2026, where holders of 40,777,629 common shares as of March 16, 2026 can vote online, by phone, mail or during the webcast.
Stockholders are asked to elect nine directors, ratify BDO USA, P.C. as independent auditor for fiscal 2026, and approve a non-binding advisory resolution on executive compensation. The proxy highlights a largely independent, committee-driven board, ESG oversight, and an executive pay program built around base salary, annual cash incentives tied to adjusted EBITDA, and multi‑year performance-based equity awards.
Chefs' Warehouse, Inc. Chief Human Resources Officer Christina Polychroni reported a Form 4 transaction involving company common stock. On the vesting of restricted stock granted under the Amended and Restated 2019 Omnibus Equity Incentive Plan, 999 shares were withheld at $62.52 per share to cover tax obligations. After this tax-withholding disposition, she directly owned 29,142 shares of Chefs' Warehouse common stock.
Chefs' Warehouse, Inc. Chief Accounting Officer Tim McCauley reported a small disposal of company stock related to tax withholding. On the vesting of restricted common stock granted under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan, 551 shares of common stock were withheld at a price of $62.52 per share to cover tax liabilities. After this tax-withholding disposition, McCauley directly owned 48,943 shares of Chefs' Warehouse common stock.
Chefs' Warehouse Chief Financial Officer James Leddy reported a tax-related share disposition. On March 4, 2026, 1,822 shares of common stock were withheld at $62.52 per share upon vesting of restricted stock under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan. After this withholding, he directly holds 133,235 common shares.
Chefs' Warehouse, Inc. director and Vice Chairman and COO John Pappas reported an insider transaction involving company common stock. On March 4, 2026, 2,742 shares were withheld at $62.52 per share to cover tax obligations upon the vesting of restricted stock granted under the Amended and Restated 2019 Omnibus Equity Incentive Plan. Following this tax-withholding disposition, he holds 769,575 shares directly and 400,000 shares indirectly through a single-member LLC tied to a grantor retained annuity trust for which he is the sole trustee and annuity beneficiary.
Chefs' Warehouse, Inc. President and CEO Christopher Pappas reported a tax-related share disposition. On March 4, 2026, 4,119 shares of common stock were withheld at $62.52 per share to cover taxes upon vesting of restricted stock under the company’s 2019 equity incentive plan, leaving him with 2,394,403 shares held directly. He also reports 62,639 shares held indirectly through GRATs.
Chefs' Warehouse, Inc. General Counsel Aldous Alexandros reported a tax-related share disposition. On the vesting of restricted common stock granted under The Chefs' Warehouse, Inc. Amended and Restated 2019 Omnibus Equity Incentive Plan, 1,468 shares of common stock were withheld on March 4, 2026 to satisfy tax obligations at a price of $62.52 per share. After this withholding, Alexandros directly holds 69,136 shares of Chefs' Warehouse common stock.
Chefs' Warehouse, Inc. President and CEO Christopher Pappas exercised 95,908 stock options on March 3, 2026, receiving 95,908 common shares at $20.23 per share, then sold 95,908 common shares at a weighted average price of $62.53. The filing states this option exercise and sale were undertaken because the option would otherwise expire on March 7, 2026. Earlier, on February 28, 2026, 3,965 shares of common stock were withheld at $71.39 per share to cover tax obligations. In a separate transaction, on March 3, 2026, a Grantor Retained Annuity Trust associated with Pappas contributed 60,392 common shares to a charitable trust, and neither Pappas nor his family members are trustees or control that trust’s investment decisions.
Chefs' Warehouse, Inc. Chief Human Resources Officer Christina Polychroni reported multiple transactions in the company’s common stock. She completed open-market sales of 3,084 shares at a weighted average price of $71.33 and 3,317 shares at a weighted average price of $65.45.
In a separate transaction, 406 shares were disposed of to cover tax withholding upon vesting of restricted stock granted under the company’s equity incentive plan. After these transactions, she directly owned 30,141 shares of Chefs' Warehouse common stock.
Chefs' Warehouse, Inc. Chief Accounting Officer Tim McCauley reported an automatic share disposition related to equity compensation. On the vesting of restricted common stock under the company’s Amended and Restated 2019 Omnibus Equity Incentive Plan, 531 shares were withheld at $71.39 per share to cover tax obligations. After this tax-withholding disposition, McCauley directly held 49,494 shares of common stock.