The Chefs' Warehouse, Inc. Announces Board Changes
January 16, 2018 at 08:30 am EST
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The Board of Directors of The Chefs' Warehouse, Inc. will be increased from ten to twelve members and that Ms. Christina Carroll and Mr. David E. Schreibman or their replacements, collectively, the “New Directors”) will be appointed to the Board on or prior to February 18, 2018 and will be nominated as a candidate for reelection to the Board at the company’s 2018 and 2019 annual meetings of stockholders. The cooperation agreement also provides that Mr. Schreibman or his replacement will be appointed to the Compensation and Human Capital Committee of the Board, Ms. Carroll or her replacement will be appointed to the Audit Committee of the Board, and one of the New Directors will be appointed to the Nominating and Corporate Governance Committee of the Board. In addition, pursuant to the cooperation agreement, the size of the Board will be reduced from twelve to eleven members immediately following the company’s 2018 annual meeting of stockholders and from eleven to ten members immediately following the company’s 2019 annual meeting of stockholders and the Board will not be increased to more than ten members through the expiration of the Standstill Period.
The Chefs' Warehouse, Inc. is a distributor of specialty food products in the United States, the Middle East and Canada. The Company offers stock-keeping units (SKUs), ranging from specialty foods and ingredients to basic ingredients and staples, produce and center-of-the-plate proteins. Its product categories include center-of-the-plate, dry goods, pastry, cheeses and charcuterie, produce, dairy and eggs, oils and vinegars and kitchen supplies. It operates through the food product distribution segment, which is concentrated primarily in the United States. The Companyâs customer base consists primarily of menu-driven independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, bakeries, patisseries, chocolateries, cruise lines, casinos and specialty food stores. Its center-of-the-plate products include custom cut beef, seafood and hormone-free poultry, as well as produce and food products, such as cooking oils, butter, eggs, milk and flour.