The Chefs’ Warehouse, Inc. Reaches Cooperation Agreement with Legion Partners Asset Management

Three New Independent Directors Join the Board with Five Incumbent Directors Who Have Served for Five Years or Longer Stepping off by the 2025 Annual Meeting

Operational and Financial Performance Task Force Will be Formed to Support Identifying Margin Improvement Opportunities

RIDGEFIELD, Conn., March 04, 2024 (GLOBE NEWSWIRE) -- The Chefs’ Warehouse, Inc. (the “Company”) (Nasdaq: CHEF), a premier distributor of specialty food products in the United States, the Middle East and Canada, announced today that it has entered into an agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, LLC and certain of its affiliates (collectively, “Legion Partners”). Legion Partners beneficially owns approximately 3.3% of the Company’s outstanding common stock.

As contemplated by the Cooperation Agreement, on March 4, 2024, the Company temporarily increased the size of the Company’s Board of Directors (the “Board”) to fourteen members and appointed two new independent directors, Richard N. Peretz and Wendy M. Weinstein, to the Board. The Company has agreed to nominate Mr. Peretz and Ms. Weinstein for election at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Further, as provided in the Cooperation Agreement, a third new independent director, Lester Owens, was appointed to the Board on March 4, 2024 and will be nominated for election at the Company’s 2024 Annual Meeting.

Mr. Peretz was appointed as a member of the Compensation and Human Capital Committee of the Board and Ms. Weinstein was appointed as a member of the Nominating and Corporate Governance Committee of the Board. In addition, Mr. Owens was appointed as a member of the Audit Committee of the Board. Also, pursuant to the Cooperation Agreement, the size of the Board will be reduced from fourteen to eleven members, with three incumbent directors who have served on the Board for five years or longer as of the date of the Cooperation Agreement no longer serving on the Board immediately following the Company’s 2024 Annual Meeting, and from eleven to nine members, with two incumbent directors who have served on the Board for five years or longer as of the date of the Cooperation Agreement no longer serving on the Board immediately following the Company’s 2025 annual meeting of stockholders.