What changed in this filing

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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 60 added, 45 removed, 215 unchanged (33% of the section changed)

14 unchanged sentences

In making this assessment, management used the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Management omitted the internal controls of Hardie’s F&V, LLC (“Hardie’s”) and Oakville Produce Partners, LLC (“GreenLeaf”) from its assessment as permitted by the Securities and Exchange Commission due to the timing of the acquisitions.

GreenLeaf constituted 6% of consolidated total assets as of December 29, 2023, and 2% of consolidated net sales for the fiscal year then ended.

Hardie’s constituted 4% of consolidated total assets as of December 29, 2023, and 6% of consolidated net sales for the fiscal year then ended.

Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s internal control over financial reporting was effective as of December 27, 2024.

The Company’s financial statements included in this Annual Report on Form 10-K have been audited by BDO USA, P.C., an independent registered public accounting firm, as indicated in the report appearing on page 43 of this Form 10-K.

BDO USA, P.C.

2 unchanged sentences

There were no changes in our internal controls over financial reporting that occurred during the quarter ended December 27, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is currently integrating Hardie’s and GreenLeaf into its overall system of internal control over financial reporting and, if necessary, will make appropriate changes as it integrates Hardie’s and GreenLeaf into the Company's overall internal control over financial reporting process.

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 29, 2023 and December 30 2022, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended December 29, 2023, and the related notes and our report dated February 27, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 27, 2024 and December 29 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the three fiscal years in the period ended December 27, 2024, and the related notes and our report dated February 25, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audit provides a reasonable basis for our opinion.

As indicated in the accompanying “Item 9A, Management’s Annual Report on Internal Control over Financial Reporting”, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Oakville Produce Partners, LLC (“GreenLeaf”) and Hardie’s F&V, LLC (“Hardie’s”), which were acquired on May 1, 2023 and March 20, 2023, respectively, and which are included in the consolidated balance sheet of the Company as of December 29, 2023, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flow for the fiscal year then ended.

GreenLeaf constituted 6% of consolidated total assets as of December 29, 2023, and 2% of consolidated net sales for the fiscal year then ended.

Hardie’s constituted 4% of consolidated total assets as of December 29, 2023, and 6% of consolidated net sales for the fiscal year then ended.

Management did not assess the effectiveness of internal control over financial reporting of GreenLeaf and Hardie’s because of the timing of the acquisitions which were completed on May 1, 2023 and March 20, 2023, respectively.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of GreenLeaf and Hardie’s.

Definition and Limitations of Internal Control over Financial Reporting

10 unchanged sentences

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended December 29, 2023, none of the Company’s directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Amended and Restated Severance Agreements

On February 27, 2024, the Company entered into an Amended and Restated Severance Agreement with each of its executive officers other than Mr.

McCauley to provide for an indefinite term and lump sum severance payment (instead of a renewable annual term and payment of severance over a specified severance period), subject to the terms and conditions of the Amended and Restated Severance Agreements.

The severance formulas under the agreements were unchanged by the amendment and

restatement of the agreements and are the same as those described in the Company’s Definitive Proxy Statement filed with the

SEC on March 29, 2023.

The above description of the Amended and Restated Severance Agreements is a summary, and the full text of the agreements is filed wih the Annual Report on Form 10-K and is incorporated by reference herein.

During the quarter ended December 27, 2024, none of the Company’s directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s common stock that was intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Compensatory Arrangements of Certain Officers

On February 25, 2025, the Compensation and Human Capital Committee granted the following:

• 250,000 performance-based restricted share units (each, a “PSU”) to the Chairman and Chief Executive Officer;

• 41,625 PSUs to each of:

(i) the Chief Operating Officer and Vice Chairman;

(ii) the Chief Financial Officer;

(iii) the General Counsel, Corporate Secretary and Chief Government Relations Officer and (iv) the Chief Human Resources Officer.

The PSUs will have a four-year term from the date of grant and will only become vested and payable to the extent that a qualifying change in control, as further described below, occurs during such four-year period.

The PSUs are subject to performance conditions designed to directly tie pay outcomes to shareholder value creation in connection with a successful change in control, if it occurs.

In granting the PSUs, the Compensation and Human Capital Committee intended to address two key objectives:

(1) ensure leadership continuity and motivation and incentive to build and increase the value of the Company during the four-year award term, and (2) align compensation with rigorous performance thresholds connected to a successful change in control, if it occurs, that results in outsized returns for shareholders.

The PSUs are not part of regular annual compensation.

The PSUs’ performance-based vesting is based on the occurrence of a change in control of the Company within the four-year period following the date of grant and the extent to which the per-share change in control deal price of the Company achieves certain specified percentage thresholds over the 180-day volume-weighted average price (“VWAP”) of a share of the Company as of the date immediately before the grant date of the PSUs, which have been pre-established by the Compensation and Human Capital Committee (“Deal Premium Thresholds") (such change in control of the Company, a “Qualifying Change in Control”).

Between 0% to 100% of the PSUs are eligible to vest, and the amount of the PSUs vested and earned will be determined based on the extent to which the Deal Premium Thresholds are satisfied.

Amounts earned are determined by linear interpolation if results are between the specified Deal Premium Thresholds.

If a Qualifying Change in Control does not occur (i.e., there is no change in control during the four-year term, or there is a change in control but the Deal Premium Thresholds are not achieved), the PSUs will terminate and no shares or payments will be delivered in respect of the PSUs.

Vesting is also subject to continuous service with the Company until the occurrence of a Qualifying Change in Control, with limited exceptions provided in the applicable award agreement, such as an involuntary termination of employment without “cause” or by the executive for “good reason” or termination for death or disability, each within a 12-month period before the Qualifying Change in Control (or pro-rated vesting in the event of death and disability before such 12-month period), in each case based on the actual attainment of the Deal Premium Thresholds.

Any amounts earned in respect of the PSUs are settled in shares of common stock of the Company to the extent that such shares are available under the 2019 Plan (or otherwise cash-settled based on the value of a share of the Company at award settlement).

This summary of the PSU Awards is qualified in its entirety by reference to the applicable award agreement (a form of which is attached as an exhibit to this Annual Report on Form 10-K) and to the 2019 Plan (which is attached as an exhibit to the Registrant’s Form S-8 filed on May 26, 2022).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information set forth under the captions “Corporate Governance,” “Proposal 1 - Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be held on May 10, 2024, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

The information to be set forth under the captions “Corporate Governance,” “Proposal 1 - Election of Directors” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be held on May 9, 2025, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

As provided in General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, information regarding executive officers of our Company is provided in Part I of this Annual Report on Form 10-K under the caption, “Information about our Executive Officers.”

EXECUTIVE COMPENSATION

The information set forth under the caption “Executive Compensation” in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be held on May 10, 2024, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

The information to be set forth under the caption “Executive Compensation” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be held on May 9, 2025, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth under the caption “Stock Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be held on May 10, 2024, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

The information to be set forth under the caption “Stock Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be held on May 9, 2025, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

The following table provides certain information with respect to equity awards under our equity compensation plans as of December 27, 2024:

16 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information set forth under the captions “Corporate Governance – Director Independence” and “Corporate Governance – Certain Relationships and Related Transactions” in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be held on May 10, 2024, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

The information to be set forth under the captions “Corporate Governance – Director Independence” and “Corporate Governance – Certain Relationships and Related Transactions” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be held on May 9, 2025, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information set forth under the captions “Proposal 2 – Ratification of Independent Registered Public Accounting Firm – Fees Paid to BDO USA, P.C.” and “Proposal 2 – Ratification of Independent Registered Public Accounting Firm – Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services” in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be held on May 10, 2024, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

The information to be set forth under the captions “Proposal 2 – Ratification of Independent Registered Public Accounting Firm – Fees Paid to BDO USA, P.C.” and “Proposal 2 – Ratification of Independent Registered Public Accounting Firm – Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be held on May 9, 2025, which we intend to file within 120 days after our fiscal year-end, is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

19 unchanged sentences

3.1 Certificate of Incorporation of the Company, dated as of July 27, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 2, 2011).

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).

3.2 Bylaws of the Company, dated as of November 5, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on November 5, 2024).

3.3 Amended Bylaws of the Company, dated as of August 3, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 4, 2021) .

5 unchanged sentences

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on November 22, 2019).

4.3 Form of 1.875% Convertible Senior Note due 2024 ( incorporated by reference to Exhibit 4.2 to th e Company ’ s Form8-K filed on Nov ember 22, 20 19 )

4.3 Form of 1.875% Convertible Senior Note due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on November 22, 2019)

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

2 unchanged sentences

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 13, 2022).

4.6 Form of 2.375% Convertible Senior Note due 2028 ( incorporated by reference to Exhibit 4.

2 to the Company ’ s Form 8- K filed on Dec ember 13, 2022 ) .

4.6 Form of 2.375% Convertible Senior Note due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on December 13, 2022) .

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).

23 unchanged sentences

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).

10.17 Amend ment No.

6, dated June 8, 2020, to the Term Loan Fac ility (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 8, 2020).

10.18 Amend ment No.

7 , dated February 24, 2021, to the Term Loan Fa cility (incorporated by reference to Exhibit 10.18 to the Company ’ s Form 10-K filed on February 2 8 , 2023) .

10.17 Amendment No.

6, dated June 8, 2020, to the Term Loan Facility (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 8, 2020).

10.18 Amendment No.

7, dated February 24, 2021, to the Term Loan Facility (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K filed on February 28, 2023) .

10.19 Amendment No.

8, dated as of August 23, 2022, to the Term Loan Facility (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on October 26, 2022).

3 unchanged sentences

10, dated as of November 6, 2023, to the Term Loan Facility .

10.22 Amendment No.

11, dated as of March 18, 2024, to the Term Loan Facility (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 18, 2024).

10.23 Amendment No.

12, dated as of October 22, 2024, to the Term Loan Facility (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 24, 2024).

10.24 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 unchanged sentences

10.30 Amendment No.

6, dated as of July 7, 2023, to the ABL Facility (incorporated by reference to Exhibit 10.

1 to the Company's Form 10- Q filed on August 2, 2023).

6, dated as of July 7, 2023, to the ABL Facility (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 2, 2023).

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

7 unchanged sentences

Kiper, and Raymond White (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 16, 2018).

10.34 Cooperation Agreement dated March 1, 2024, among The Chefs’ Warehouse, Inc., Legion Partners Asset Management, LLC, Legion Partners, L.P.

I, Legion Partners, L.P.

II, Legion Par t ners, LLC, Legion Partners Holdings, LLC, Christopher S.

Kiper, and Raymond White (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 4, 2024).

10.35 Amendment to Cooperation Agreement, by and among The Chefs’ Warehouse, Inc.

and Legion Partners Asset Management, LLC, dated May 31, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 31, 2024).

10.36* Form of Indemnification Agreement by and between The Chefs’ Warehouse, Inc.

12 unchanged sentences

10.43* The Chefs’ Warehouse, Inc 2020 Cash Incentive Plan (incorporated by reference to Exhibit 10.41 to the Company’s Form 10-K filed on February 23, 2021).

10.40* 2021 Form of Restricted Share Unit Award Agreement - Directors (incorporated by reference to Exhibit 10.

1 to the Company’s Form 10-Q filed on July 28, 2021).

10.44* 2021 Form of Restricted Share Unit Award Agreement - Directors (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on July 28, 2021).

10.45* 2021 Non-Employee Director Deferral Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on July 28, 2021).

3 unchanged sentences

Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 filed on August 11, 2023).

10.44*† Form of Amended and Restated Executive Severance Agreement .

10.48* Form of Amended and Restated Executive Severance Agreement (incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K filed on February 27, 2024).

10.49† Form of Performance Restricted Share Unit Award Agreement – Officers and Employees under The Chefs’ Warehouse, Inc.

2019 Omnibus Equity 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).

19† The Chefs’ Warehouse, Inc.

Insider Trading Policy.

21† Subsidiaries of the Company.

4 unchanged sentences

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

97† The Chefs’ Warehouse, Inc.

Dodd-Frank Clawback Policy

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

22 unchanged sentences

/s/ John Pappas Director and Vice Chairman February 25, 2025

/s/ Alan Guarino Director February 27, 2024

/s/ Dominick C.

Cerbone Director February 27, 2024

/s/ Ivy Brown Director February 25, 2025

/s/ Joseph Cugine Director February 25, 2025

Joseph Cugine

/s/ Stephen Hanson Director February 27, 2024

Stephen Hanson

/s/ Katherine Oliver Director February 27, 2024

Katherine Oliver

/s/ Steven F.

Goldstone Director February 25, 2025

/s/ Ivy Brown Director February 27, 2024

/s/ Aylwin Lewis Director February 25, 2025

/s/ Katherine Oliver Director February 25, 2025

Katherine Oliver

/s/ Lester Owens Director February 25, 2025

/s/ Richard N.

Peretz Director February 25, 2025

/s/ Debra Walton-Ruskin Director February 25, 2025

Debra Walton-Ruskin

Weinstein Director February 25, 2025

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