Chefs' Warehouse reaches cooperation deal with Legion Partners; adds 3 directors, reduces board by 5

Chefs' Warehouse, Inc.

Legion Partners beneficially owns ~3.3% of CHEF (1,328,214 shares); board expanded to 14, then reduced to 9 by 2025.
New independent directors: Richard Peretz, Wendy Weinstein, Lester Owens appointed; Peretz & Weinstein on task force.
Five incumbent directors (served 5+ years) to step off after 2024 and 2025 annual meetings.
Operational and Financial Performance Task Force formed to identify margin improvement opportunities.
Standstill extended if FY2024 adj. EBITDA margin >=5.7% and FY2025 guidance midpoint >=6.2%.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Chefs' Warehouse, Inc. entered into Cooperation Agreement with 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 (effective 2024-03-01).

Action: entry
Counterparty: 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
Effective: 2024-03-01

Exact text from the filing

On March 1, 2024, The Chefs’ Warehouse, Inc., a Delaware corporation (the “ Company ”), entered into an agreement (the “ Cooperation Agreement ”) with 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 ”).

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Chefs' Warehouse, Inc. filing history →

Source: SEC EDGAR

accession 0000947871-24-000251

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