Chefs’ Warehouse reaches cooperation agreement with Legion Partners

The Chefs’ Warehouse announced that it entered into an agreement with Legion Partners Asset Management and certain of its affiliates. Legion Partners beneficially owns approximately 3.3% of the Company’s outstanding common stock. As contemplated by the Cooperation Agreement, on March 4 the Company temporarily increased the size of the Company’s Board of Directors 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 . Further, as provided in the Cooperation Agreement, a third new independent director, Lester Owens, was appointed to the Board on March 4 and will be nominated for election at the Company’s 2024 Annual Meeting. The Cooperation Agreement will be extended for a second year if the Company achieves certain financial metrics, including if the Company achieves an Adjusted EBITDA margin percentage of no less than 5.7% for fiscal year 2024 and if the mid-point of the Company’s guidance for fiscal 2025 includes an Adjusted EBITDA margin percentage of no less than 6.2%. The parties have also agreed to certain mutual non-disparagement obligations.