The Chefs' Warehouse (CHEF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 9, 2025, to be held virtually, with voting on four key proposals and director elections.

• 2024 revenue increased by 10.5% to $3.8 billion, with continued investments in distribution capacity and sustainability initiatives.

• Strategic focus on expanding customer base, facility capacity, and operational efficiency in key U.S. and international markets.

Voting matters and shareholder proposals

• Election of nine directors to serve until the next annual meeting.

• Ratification of BDO USA, P.C. as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (say-on-pay).

• Approval of an amendment to the 2019 Omnibus Equity Incentive Plan to increase available shares by 1,550,000.

• Shareholder proposals for the 2026 meeting must be submitted by November 28, 2025.

Board of directors and corporate governance

• Board reduced from eleven to nine members per a cooperation agreement with Legion Partners.

• Seven of nine director nominees are independent; board committees are fully independent.

• Lead Independent Director role established; annual board and committee self-evaluations conducted.

• Board diversity: 36% female, 21% from underrepresented groups.

• Stock ownership guidelines for directors and executives; anti-hedging and clawback policies in place.