---
schema_version: "secwatch.filing_event.v1"
accession: "0000947871-26-000509"
form_type: "8-K"
ticker: "CHEF"
cik: "0001517175"
company_name: "Chefs' Warehouse, Inc."
filed_at: "2026-05-11T21:22:44+00:00"
generated_at: "2026-05-11T21:25:34.612213+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Chefs' Warehouse stockholders reelect 8 directors, approve auditor, and narrowly back say-on-pay at 2026 meeting

## Summary
- 93.79% of 40.8M shares represented; all 8 director nominees elected, Aylwin Lewis received 26.9M for vs 9.8M against.
- Auditor BDO USA ratified with 37.6M for (98.4% of votes cast); 629.5K against.
- Non-binding say-on-pay approved 18.8M for, 18.0M against (51.0% for); broker non-votes 1.42M.
- Ivy Brown did not stand for reelection; her director seat remains vacant pending board action.
- Record date shares 40,777,629; meeting held May 8, 2026.

## SEC filing metadata
- accession: 0000947871-26-000509
- form_type: 8-K
- ticker: CHEF
- cik: 0001517175
- company_name: Chefs' Warehouse, Inc.
- filed_at: 2026-05-11T21:22:44+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1517175/000094787126000509/0000947871-26-000509-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1517175/000094787126000509/ss6310035_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000947871-26-000509
- JSON: https://secwatch.observer/filing/0000947871-26-000509.json
- Plain text: https://secwatch.observer/filing/0000947871-26-000509.txt

## Key facts
- Shareholder Votes
  Chefs' Warehouse, Inc. shareholders approved Election of directors to hold office until the annual meeting of stockholders to be held in 2027 and until their successors are duly elected and qualified at the 2026-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-08
  source text: 1. The stockholders elected Steven F. Goldstone, Aylwin Lewis, Lester Owens, Christopher Pappas, John Pappas, Richard N. Peretz, Debra Walton-Ruskin and Wendy M. Weinstein to serve as directors to hold office until the annual meeting of stockholders to be held in 2027 and until their successors are duly elected and qualified. As previously disclosed in the Company’s Current Report on Form 8-K filed on April 24, 2026, Ivy Brown did not stand for reelection at the 2026 Annual Meeting, and her seat will remain vacant until such time as the Company’s Board of Directors (the “Board”) identifies a new director or reduces the size of the Board. Nominee For Against Abstain Broker Non-Votes Ivy Brown 9,866,446 3,880 26,954,789 1,424,006 Steven F. Goldstone 36,139,647 626,084 59,384 1,424,006 Aylwin Lewis 26,919,885 9,845,659 59,571 1,424,006 Lester Owens 36,641,961 123,244 59,910 1,424,006 Christopher Pappas 36,542,465 176,158 106,492 1,424,006 John Pappas 36,682,177 85,218 57,720 1,424,006 Ric
  evidence_url: https://www.sec.gov/Archives/edgar/data/1517175/000094787126000509/0000947871-26-000509-index.htm
- Shareholder Votes
  Chefs' Warehouse, Inc. shareholders approved Ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2026 at the 2026-05-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-08
  source text: 2. The stockholders approved the ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2026. For Against Abstentions Broker Non-Votes 37,557,752 629,523 61,846 NA
  evidence_url: https://www.sec.gov/Archives/edgar/data/1517175/000094787126000509/0000947871-26-000509-index.htm
- Shareholder Votes
  Chefs' Warehouse, Inc. shareholders approved Advisory approval of the compensation of the Company’s named executive officers at the 2026-05-08 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-08
  source text: 3. The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 25, 2026. For Against Abstentions Broker Non-Votes 18,756,222 18,005,962 62,931 1,424,006
  evidence_url: https://www.sec.gov/Archives/edgar/data/1517175/000094787126000509/0000947871-26-000509-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.