What changed in this filing

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Item 9A. Controls and Procedures

2021-02-23 compared with 2020-02-24 · 43 added, 49 removed, 175 unchanged (34% of the section changed)

18 unchanged sentences

Changes In Internal Control Over Financial Reporting.

We have implemented new internal controls to ensure we adequately evaluated our contracts and properly assessed the impact of the new accounting standard related to leases on our financial statements as a result of its adoption on December 29, 2018.

There were no other changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

35 unchanged sentences

The following table provides certain information with respect to equity awards under our equity compensation plans as of December 25, 2020:

Plan Category

Number of securities

Plan Category Number of securities

to be issued upon

outstanding options,

warrants and rights

Weighted-average

warrants and rights Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

warrants and rights Number of securities

remaining available

6 unchanged sentences

Plans not approved by stockholders — — —

Total 115,639 $ 20.23 1,447,085

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

24 unchanged sentences

3.2 Bylaws of the Company, dated as of January 30, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on January 31, 2017).

Description of Securities

3.3 Certificate of Designation of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights and Qualifications, Limitations and Restrictions of the Series A Preferred Stock of The Chefs’ Warehouse, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on March 23, 2020).

4.0 Description of Securities (incorporated by reference to Exhibit 4.0 to the Company's From 10-K filed on February 24, 2020).

4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s S-1/A filed on July 1, 2011).

2 unchanged sentences

4.3 Form of 1.875% Convertible Senior Note due 2024 (included as an exhibit to Exhibit 4.2)

4.4 Rights Agreement, dated as of March 22, 2020, between The Chefs’ Warehouse, Inc.

and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 23, 2020).

10.1 Joint and Several Guaranty of Payment, dated as of April 26, 2012, among The Chefs’ Warehouse, Inc., Chefs’ Warehouse Parent, LLC, Dairyland USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’ Warehouse of Florida, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on April 30, 2012).

11 unchanged sentences

10.11* The Chefs’ Warehouse, Inc.

Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 6, 2014).

Executive Change in Control Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 6, 2020).

10.12 Form of Non-Qualified Stock Option Agreement (Officers and Employees) (incorporated by reference to Exhibit 10.21 to the Company's Form 10-K filed on March 10, 2017).

17 unchanged sentences

10.25 Amendment No.

5, dated as of November 28, 2019, to the Term Loan Facility

5, dated as of November 28, 2019, to the Term Loan Facility (incorporated by reference to Exhibit 10.25 to the Company's Form 10-K filed on February 24, 2020).

10.26 Sixth Amendment to Credit Agreement, dated June 8, 2020, by and among Dairyland USA Corporation and Chefs’ Warehouse Parent, LLC, as borrowers, The Chefs’ Warehouse, Inc., certain other subsidiaries, as guarantors, the lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 8, 2020).

10.27 Credit Agreement, dated as of June 29, 2018, by and among Chefs’ Warehouse Parent, LLC and Dairyland USA Corporation, as Borrowers, and The Chefs’ Warehouse, Inc., The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, The Chefs’ Warehouse Of Florida, LLC, Michael’s Finer Meats, LLC, Michael’s Finer Meats Holdings, LLC, The Chefs’ Warehouse Midwest, LLC, Fells Point Holdings, LLC and other Loan Parties party thereto as Guarantors, the Lenders party thereto and BMO Harris Bank N.A., as Administrative Agent and Swing Line Lender (the “ABL Facility”) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 2, 2018).

10.28 Amendment No.

1, dated as of November 28, 2019, to the ABL Facility.

1, dated as of November 28, 2019, to the ABL Facility (incorporated by reference to Exhibit 10.27 to the Company's Form 10-K filed on February 24, 2020).

10.29* Offer Letter, dated October 17, 2017, by and between The Chefs’ Warehouse, Inc.

12 unchanged sentences

10.34*† The Chefs’ Warehouse, Inc.

2018 Cash Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Form 10-K filed on March 1, 2019).

2019 Cash Incentive Plan.

10.35* The Chefs’ Warehouse, Inc.

6 unchanged sentences

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on July 31, 2019).

10.39 Form of Restricted Share Award Agreement under The Chefs’ Warehouse, Inc.

2019 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on May 6, 2020.

10.40 Form of Executive Severance Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 6, 2020).

10.41*† The Chefs’ Warehouse, Inc 2020 Cash Incentive Plan .

14.1 The Chefs’ Warehouse, Inc.

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Form 10-Q filed on August 6, 2013).

21 Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Company’s Form 10-K filed on February 24, 2020).

23.1† Consent of the Independent Registered Public Accounting Firm.

Subsidiaries of the Company.

31.1† Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

32.2† Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.INS† XBRL Instance Document – the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH† XBRL Schema Document

101.CAL† XBRL Calculation Linkbase Document

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104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

3 unchanged sentences

THE CHEFS’ WAREHOUSE, INC.

February 24, 2020

/s/ Christopher Pappas

February 23, 2021 /s/ Christopher Pappas

Christopher Pappas

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Christopher Pappas

Chairman, President and

February 24, 2020

Christopher Pappas

Chief Executive Officer

Signature Capacity Date

/s/ Christopher Pappas Chairman, President and February 23, 2021

Christopher Pappas Chief Executive Officer

(Principal Executive Officer)

/s/ James Leddy

Chief Financial Officer

February 24, 2020

(Principal Financial Officer)

/s/ Timothy McCauley

Chief Accounting Officer

February 24, 2020

Timothy McCauley

(Principal Accounting Officer)

/s/ John Pappas

Director and Vice Chairman

February 24, 2020

/s/ Alan Guarino

February 24, 2020

/s/ James Leddy Chief Financial Officer February 23, 2021

James Leddy (Principal Financial Officer)

/s/ Timothy McCauley Chief Accounting Officer February 23, 2021

Timothy McCauley (Principal Accounting Officer)

/s/ John Pappas Director and Vice Chairman February 23, 2021

/s/ Alan Guarino Director February 23, 2021

/s/ Dominick C.

February 24, 2020

/s/ Joseph Cugine

February 24, 2020

Cerbone Director February 23, 2021

/s/ Joseph Cugine Director February 23, 2021

Joseph Cugine

/s/ Stephen Hanson

February 24, 2020

/s/ Stephen Hanson Director February 23, 2021

Stephen Hanson

/s/ Katherine Oliver

February 24, 2020

/s/ Katherine Oliver Director February 23, 2021

Katherine Oliver

/s/ Steven F.

February 24, 2020

Goldstone Director February 23, 2021

/s/ Ivy Brown Director February 23, 2021

/s/ Aylwin Lewis Director February 23, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures