The Chefs' Warehouse (CHEF) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2026, to be held virtually, with voting available online, by phone, or mail.

• Key strategies include expanding customer base, facility capacity, and investing in category growth and operational efficiency.

• Proxy materials and annual reports are distributed electronically, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying BDO USA, P.C. as auditor for 2026, and an advisory say-on-pay vote for executive compensation.

• Majority voting standard applies for director elections; abstentions and broker non-votes have no effect.

• Stockholder proposals for the 2027 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• Board consists of nine nominees, with seven independent directors and two executive directors.

• Board committees (Audit, Compensation, Nominating/Governance, ESG) are fully independent.

• Lead Independent Director role established for oversight; annual board and committee self-evaluations conducted.

• Stock ownership guidelines, anti-hedging, clawback, and over-boarding policies in place.

• Board diversity includes 33% female and 33% underrepresented groups.