Chefs' Warehouse amends cooperation pact to allow fiduciary-duty override on board nominations

Chefs' Warehouse, Inc.

Amendment to March 1, 2024 cooperation agreement with Legion Partners clarifies board's nomination obligation is subject to fiduciary duties.
If board declines to nominate Richard N. Peretz or Wendy M. Weinstein due to fiduciary duties, investor group may solicit proxies for them.
Standstill, voting, and non-disparagement restrictions on investor group lapse if board exercises fiduciary duty override.
Board size reduction timetable (max 11 directors by 2024 annual meeting, max 9 by 2025) also subject to fiduciary duties.

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