Independent
Tenure on this board
5.3 yrs
Meeting calendar
CHEF · Annual meeting · Friday, May 8, 2026
Chefs' Warehouse Inc
9 nominees · 3 ballot items.
Election of nine directors; Ratification of BDO USA, P.C. as independent auditors; Advisory (non-binding) approval of named executive officer compensation.
Market cap
$4.0B
1Y TSR
+47.7%
Board grade
B+
Record date
Mar 16, 2026
Filing
DEF 14A
Meeting concluded · May 8, 2026
Follow how the vote landed and what changed on Chefs' Warehouse Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect nine director nominees (Ivy Brown, Steven F. Goldstone, Aylwin Lewis, Lester Owens, Christopher Pappas, John Pappas, Richard N. Peretz, Debra Walton-Ruskin and Wendy M. Weinstein) to hold office until the next annual meeting.
- 2
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the selection of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 25, 2026.
More detail
This proposal asks shareholders to ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal 2026. Management is seeking shareholder approval as a governance practice, though shareholder ratification is not required by law. The Audit Committee has overseen BDO’s retention since 2006 and reviewed fees and independence; the committee concluded that BDO’s services did not compromise its independence. Ratification provides the Board with a stronger mandate and, if not approved, would prompt the Audit Committee to reconsider the selection. The Board recommends a vote FOR the proposal to maintain continuity and oversight of the audit function.
- 3
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the 2025 compensation of the company’s named executive officers as disclosed in the proxy statement.
More detail
This management proposal requests an advisory approval of the Company’s executive compensation as disclosed in the proxy statement. Management seeks shareholder endorsement of its pay-for-performance compensation design, which includes base salary, a performance-based annual cash incentive tied to AEBITDA, and long-term equity awards with performance metrics (AEBITDA, ROIC, and share price). The Compensation Committee engaged independent consultants, set challenging performance targets, and implemented double-trigger change-in-control protections. The Board argues that the program aligns executives’ interests with shareholders, incentivizes growth, and that prior say-on-pay votes were overwhelmingly supportive. A FOR vote is recommended, but the result is advisory only and the Board will consider voting outcomes in future compensation decisions.
Director elections
Nominees on the ballot9
Independent
Tenure on this board
10.4 yrs
Independent
Tenure on this board
5.5 yrs
Also a director at
Marriott International Inc (MAR)Voya Financial Inc (VOYA)
Independent
Tenure on this board
2.4 yrs
Independent
Tenure on this board
2.4 yrs
Independent
Tenure on this board
2.4 yrs
Also a director at
Ss&C Technologies Holdings Inc (SSNC)
Independent
Tenure on this board
2.4 yrs
Not independent
Tenure on this board
15.0 yrs
Not independent
Tenure on this board
15.0 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.4% | 3,827,740 | $228M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 4.9% | 2,004,484 | $119M |
| 3 | VICTORY CAPITAL MANAGEMENT INC | 4.2% | 1,710,882 | $102M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,617,892 | $96M |
| 5 | JPMORGAN CHASE CO | 3.6% | 1,467,174 | $86M |
| 6 | STATE STREET CORP | 3.5% | 1,410,903 | $84M |
| 7 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.2% | 1,288,165 | $77M |
| 8 | ALLIANCEBERNSTEIN L.P. | 3.0% | 1,231,558 | $77M |
| 9 | BlackRock, Inc. | 2.9% | 1,200,508 | $71M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.9% | 1,165,161 | $69M |
Peers
Nearest market capOther Consumer Defensive sector meetings6
Upcoming shareholder meetings at Chefs' Warehouse Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Reference
Frequently asked questions
- When is the Chefs' Warehouse Inc 2026 annual meeting?
- Chefs' Warehouse Inc (CHEF) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.
- What is the record date for the Chefs' Warehouse Inc 2026 meeting?
- The record date for the Chefs' Warehouse Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Chefs' Warehouse Inc's 2026 meeting?
- The board is presenting 9 director nominees at the Chefs' Warehouse Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Chefs' Warehouse Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Chefs' Warehouse Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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