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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

193 

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

The Chefs’ Warehouse, Inc.

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
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	4)	Date Filed:

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The Chefs’ Warehouse, Inc.
Notice Of Annual Meeting Of Stockholders
To Be Held On May 13, 201615, 2020

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of The Chefs’ Warehouse, Inc. (the “Company”), which will be held on Friday, May 13, 201615, 2020 at 10:00 a.m. EDT. We are pleased that the annual meetingAnnual Meeting will be a completely virtual meeting, which will be conducted via live webcast. YouIf you attend the Annual Meeting online, you will be able to attend the annual meeting online, vote your shares electronically and submit your questions during the annual meetingAnnual Meeting through a virtual web conference atwww.virtualshareholdermeeting.com/chef16chef20.

We are holding the Annual Meeting for the following purposes:

1.	To elect John DeBenedetti, Dominick Cerbone, John A. Couri, Joseph Cugine, Steven F. Goldstone, Alan Guarino, Stephen Hanson, Katherine Oliver, Christopher Pappas and John Pappas as directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified;

	2.	To ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 30, 2016;25, 2020;

	3.	To approve, on a non-binding,an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement that accompanies this notice; and

	4.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

These matters are more fully described in the accompanying proxy statement. We are not aware of any other business to be transacted at the Annual Meeting.

Only stockholders of record on our books at the close of business on Wednesday, March 16, 20162020 will be entitled to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting. For 10 days prior to the Annual Meeting, a list of stockholders entitled to vote will be available for inspection by any stockholder for any purpose germane to the Annual Meeting at our principal executive offices located at 100 East Ridge Road, Ridgefield, Connecticut 06877. If you would like to view the stockholder list, please call our General Counsel, and Corporate Secretary and Chief Government Relations Officer, Alexandros Aldous, at (203) 894-1345, to schedule an appointment. The stockholder list will also be available on the Internet through the virtual web conference during the Annual Meeting.

In accordance with rules approved by the Securities and Exchange Commission, we are furnishing proxy materials to our stockholders over the Internet. On or about April 1, 2016,March 27, 2020, we mailed to all stockholders of record as of the close of business on March 16, 20162020, a notice containing instructions on how to access our Annual Report to Stockholders, which contains our audited consolidated financial statements for the fiscal year ended December 25, 2015,27, 2019, and our proxy statement, proxy card and other items of interest to stockholders on the Internet website indicated in our notice, as well as instructions on how to vote. The April 1, 2016March 27, 2020 notice also provides instructions on how you can request a paper copy of our proxy materials and Annual Report to Stockholders.

You may vote your shares at the Annual Meeting via the Internet, by telephone or by completing, dating, signing and promptly returning a proxy card to us in the envelope provided if you requested and received a paper copy of the proxy card by mail. The proxy materials provide you with details on how to vote by these methods.We encourage you to vote in the method that suits you best so that your shares will be voted at the Annual Meeting.Meeting.

			By Order of the Board of Directors,
			/s/ Christopher Pappas
			Christopher Pappas
	April 1, 2016March 27, 2020		Chairman of the Board

PLEASE VOTE. STOCKHOLDERS MAY VOTE VIRTUALLY AT THE ANNUAL MEETING OR BY INTERNET, TELEPHONE OR MAIL. PLEASE REFER TO YOUR PROXY CARD OR THE NOTICE OF PROXY AVAILABILITY DISTRIBUTED TO YOU ON OR ABOUT APRIL 1, 2016MARCH 27, 2020 FOR INFORMATION ON HOW TO VOTE BY INTERNET, TELEPHONE OR MAIL.

TABLE OF CONTENTS

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PROXY STATEMENT SUMMARY

Below are the highlights of important information you will find in this Proxy Statement. Please review the full Proxy Statement before casting your vote.

Meeting Information		Voting Matters
Time and Date:		Voting Matter	Board Recommendation	Page
10:00 a.m. EDT, on Friday, May 15, 2020		PageProposal 1 - Election of Directors	FOR EACH NOMINEE	14
Attending the Meeting:		Proposal 2 - Ratification of Independent Registered Public Accounting Firm	FOR	43
The Annual Meeting will be held on the Internet through a virtual web conference at www.virtualshareholdermeeting.com/chef20.		Proposal 3 - Advisory Vote on Executive Compensation	FOR	46

Recent Highlights and Achievements

Business Highlights: The Company made significant progress in reaching its strategic goals:

Acquisition of Bassian Farms, Inc.: On February 23, 2019, the Company acquired substantially all of the assets of Bassian Farms, Inc., a specialty protein processor and distributor based in San Jose, California and servicing Northern California.

Net sales for fiscal 2019 increased approximately 10.2% to approximately $1.59 billion from approximately $1.44 billion in fiscal 2018.

Corporate Strategy: The Company’s management and the Board have identified and developed the following key strategies for the Company:

Increasing penetration with the existing customer base;

Maintaining and expanding the customer base in key culinary markets, including the metro New York, Boston, Washington, D.C., Philadelphia, Miami, Chicago, Cincinnati, Columbus, Austin, Dallas, Houston, San Antonio, Las Vegas, San Francisco, Los Angeles, Sacramento, Portland, Seattle, Vancouver, Edmonton and Toronto markets;

Pursuing selective acquisitions; and

Improving our operating margins.

Governance Highlights

We believe that good governance practices benefit our stockholders by improving the Company’s accountability and transparency. The Company is committed to maintaining and improving its corporate governance practices. The Company has the following governance features in place as of March 27, 2020:

Annual Elections with Majority Vote Standard		Yes	Stock Ownership Guidelines for Executives		Yes
Lead Independent Director		Yes	Anti-Hedging Policy		Yes
Board Independence		75%	Code of Conduct and Ethics		Yes
Committee Independence		100%	Board Member Recruiting Guidelines		Yes
Number of Financial Experts		1	Executive Sessions of the Board		Yes
Board Diversity		12.5% female	Anonymous Reporting		Yes
Board Committees Complete Annual Self-Evaluations		Yes	Clawback Policy		Yes
Over-Boarding Policy		Yes

Director Nominees

At the Annual Meeting, you are being asked to vote on the election of the following eight director nominees. Detailed information on each director is available starting on page 15.

					Committee Membership
Name	Age	Director Since	Experience	Independent	Audit	Compensation	Nominating/ Governance
Christopher Pappas	60	2011	Founder, Chairman, President and CEO, The Chefs’ Warehouse, Inc.	No
John Pappas	56	2011	Founder, Vice Chairman and Former COO, The Chefs’ Warehouse, Inc.	No
Dominick Cerbone	75	2012	Former Partner, Ernst & Young	Yes	Chair	•
Joseph Cugine	59	2012	President, BarFresh Food Group Inc.	Yes	•	•	Chair
Steven F. Goldstone	74	2016	Former Non-Executive Chairman, ConAgra Foods, Inc.	Yes			•
Alan Guarino	60	2012	Vice Chairman of Global Financial Markets, Korn/Ferry International	Yes		Chair	•
Stephen Hanson	70	2011	Former President, B.R. Guest Restaurants	Yes	•		•
Katherine Oliver	57	2015	Principal, Bloomberg Associates	Yes		•	•

Stockholder Outreach

We believe an open and transparent dialogue with our stockholders is an essential element of good corporate governance. Last year, members of our Board and management met with the top actively managed stockholders. We hold calls with our top investors each quarter and also hold periodic calls on an ad hoc basis. During our calls, we discuss corporate governance practices, the Company’s strategy and performance, executive compensation programs, board composition and other items of stockholder interest. Our dialogue with the stockholders helped us to improve our corporate governance practices and executive compensation programs during fiscal 2019.

Each spring, we make available to all stockholders a copy of the Company’s Annual Report and Proxy Statement. Stockholders may access our Annual Report, Proxy Statement, committee charters, investor presentations, Code of Business Conduct and Ethics, Corporate Governance Guidelines, Insider Trading Policy and Bylaws at www.chefswarehouse.com. Stockholders may contact any director, committee of the board, non-management director or the Board:

via U.S. Mail at:

The Chefs’ Warehouse, Inc.

Attn: Alexandros Aldous, General Counsel, Corporate Secretary and Chief Government Relations Officer

100 East Ridge Road

Ridgefield, Connecticut 06877

viae-mail at:

ir@chefswarehouse.com

Executive Compensation Overview

The Company’s executive compensation program, set forth by the Compensation and Human Capital Committee (the “Compensation Committee”), is designed to implement our executive pay philosophy to:

Attract and retain talented and experienced executives and other key employees;

Align the interests of executives with our business plans through the use of Company-wide performance metrics based on those plans (“pay for performance”) and retention programs to retain employees key to their implementation;

Incentivize achievement of annual financial, functional and individual objectives; and

Create a fair and measurable compensation model for rewarding performance and attracting and retaining key members of management.

Compensation Practices

What We Do	What We Don’t Do
Pay for Performance	No Repricing of Underwater Options
Double Trigger Change in Control Provisions	No Cash Buyouts of Underwater Options
Independent Compensation Advisors	No Short Sales of Company Stock
Clawback Policy	No Hedging of Company Stock
	No Supplemental Retirement Benefits for Executives

Elements of Compensation for Fiscal 2019

Taking into account the above-described objectives and our peer group comparisons, the Compensation Committee designed a fiscal 2019 compensation package for our named executive officers that consisted of the following principal components.

INFORMATION ABOUT THE MEETING	1
Element	Description & Objective	Form	Performance Metrics
Base Salary	The guaranteed part of our executives’ pay. Base salary reflects the different levels of responsibility within the Company, the skills and experience required for the job, individual performance and labor market conditions. Provides a competitive level of fixed compensation.	• Cash	Not applicable
Annual Bonus	Performance-based payments to incentivize top- and bottom-line growth.	• Cash or time-based restricted stock	Targets relating to fiscal 2019 revenue and adjusted EBITDA (“AEBITDA”).
Long-Term Incentives	Equity-based incentives earned based on the attainment of performance objectives and/or continued service with the Company to align the interests of our executives with stockholders and reward performance that enhances long-term value.	• Performance-based restricted stock (50%) • Time-based restricted stock (50%)	A portion of the performance-based restricted stock component for named executed officers is earned based on attainment of AEBITDA and ROIC targets over a three-year measurement period. Additionally, named executive officers have a portion of the performance-based restricted stock component which is earned upon achievement of challenging share price goals.
Retirement and Other Welfare Benefits	Health and welfare benefits and methods for individuals to save for retirement to align with market practice and provide for the wellness of our executives and their families.	• 401(k) savings plan • Health, dental and vision insurance • Short-term disability coverage • Life insurance	Not applicable
Termination Benefits	Severance, termination benefits and accelerated vesting of equity upon qualifying terminations and in connection with changes in control of the Company in order to retain our executives and help enable them to focus on executing our business plans.	• Cash severance • Accelerated equity • In kind termination benefits	Not applicable
Limited Perquisites	Limited perquisites targeted to be market competitive.	• Transportation • Cash	Not applicable

TABLE OF CONTENTS
	Page
Information about the Meeting	1
Record Date and Share Ownership	1
Submitting and Revoking Your Proxy	1
How to Vote	2
Quorum	3 2
Votes Required	3 2
Attending the Annual Meeting	4 3
Householding	4 3
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTStock Ownership of Certain Beneficial Owners and Management	5 4
CORPORATE GOVERNANCECorporate Governance	7 6
Summary	7 6
Director Independence	8 7
Lead Director	8 7
Certain Relationships and Related Transactions	9 8
Board Leadership Structure	10 8
Risk Oversight	11 9
Compensation Risk	11 9
Nomination of Directors	12 10
Director Nominees Recommended by Stockholders	13 11
Board Meetings	14 12
Committees of the Board of Directors	14 12
Compensation Committee Interlocks and Insider Participation	15 13
Communication with the Board of Directors	15 13
PROPOSALProposal 1—ELECTION OF DIRECTORSElection of Directors	16 14
Directors and Nominees for Director	16 14
Vote Required	18

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EXECUTIVE COMPENSATION	19
Executive Compensation	17
Compensation Discussion and Analysis	19 17
Compensation Committee Report	34 29
Summary Compensation Table – Fiscal Years 2013-20152017-2019	35 30
2015Fiscal 2019 Grants of Plan-Based Awards	36 32
Outstanding Equity Awards at 20152019 Fiscal Year End	37 33
2015Fiscal 2019 Stock Vested Table	38 35
Potential Payments upon Termination or Change in Control	38 36
CEO Pay Ratio	40
Director Compensation	40 41
Director Stock Ownership Requirement	41 42
PROPOSALProposal 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRatification of Independent Registered Public Accounting Firm	42 43
Vote Required	42 43
Fees Paid to BDO USA, LLP	42 43
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services	43 44

Audit Committee Report	43 44
PROPOSALProposal 3—ADVISORY VOTE ON EXECUTIVE COMPENSATIONAdvisory Vote on Executive Compensation	44 46
Vote Required	44 46
OTHER MATTERSOther Matters	45 47
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports	45 47
Stockholder Proposals for the 20172021 Annual Meeting of Stockholders	45 47

THE CHEFS’ WAREHOUSE, INC.
100 East Ridge Road
Ridgefield, Connecticut 06877

 

PROXY STATEMENT

 

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 201615, 2020

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (which we sometimes refer to as the “Board” in this proxy statement) of The Chefs’ Warehouse, Inc. (the “Company”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, May 13, 201615, 2020, at 10:00 a.m. eastern daylight timeEDT, on the Internet, through a virtual web conference at www.virtualshareholdermeeting.com/chef16,chef20, and at any adjournments or postponements of the Annual Meeting. The Board is soliciting proxies for the purposes set forth in the accompanying Notice of the Annual Meeting of Stockholders. WeMeeting. The Company will bear the cost of soliciting the proxies.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 13, 2016:

15, 2020:

As outlined in the notice we mailed to you on or about April 1, 2016March 27, 2020 (the “Notice of Proxy Availability”), the proxy statement, proxy card and Annual Report to Stockholders for the fiscal year ended December 25, 201527, 2019 are available on the Internet atwww.proxyvote.com.

INFORMATION ABOUT THE MEETING

Record Date and Share Ownership

Only stockholders of record on our books at the close of business on Wednesday, March 16, 20162020 (the “Record Date”) will be entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. As of the close of business on the Record Date, we had 26,355,23530,464,613 shares of common stock outstanding and eligible to vote on each matter brought before the Annual Meeting. Each share of common stock entitles the record holder to one vote on each matter to be voted upon at the Annual Meeting. Copies of the Notice of Annual Meeting of Stockholders, this proxy statement, the proxy card and our Annual Report to Stockholders for the fiscal year ended December 25, 201527, 2019 are being made available to stockholders of record on or about April 1, 2016.March 27, 2020. We are making these materials available to you on the Internet or, upon your request, by delivering printed versions of these materials to you without charge by mail. On or about April 1, 2016,March 27, 2020, we mailed to all stockholders of record, as of the Record Date, the Notice of Proxy Availability, which contains instructions on how to access these materials and vote their shares of our common stock.

We will, upon written request of any stockholder, furnish without charge a copy of our Annual Report on Form 10-K for the fiscal year ended December 25, 2015,27, 2019, as filed with the Securities and Exchange Commission (the “SEC”), without exhibits. Please address all such requests to the attention of Alexandros Aldous, General Counsel, and Corporate Secretary and Chief Government Relations Officer, The Chefs’ Warehouse, Inc., 100 East Ridge Road, Ridgefield, Connecticut 06877. Exhibits will be provided upon written request to Mr. Aldous and payment of an appropriate processing fee.

Submitting and Revoking Your Proxy

If you complete and submit a proxy, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy but do not complete the voting instructions, the persons named as proxies will vote the shares represented by your proxy as follows:

FORthe election of John DeBenedetti, Dominick Cerbone, John A. Couri, Joseph Cugine, Steven F. Goldstone, Alan Guarino, Stephen Hanson, Katherine Oliver, Christopher Pappas, and John Pappas as directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified (Proposal 1);

FORthe ratification of the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal 2016year ending December 25, 2020 (Proposal 2); and

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FORthe non-binding, advisory vote on the compensation of our named executive officers as disclosed in this proxy statement (Proposal 3).

If other matters come before the Annual Meeting, the persons named as proxies will vote on such matters in accordance with their best judgment. We have not received notice of other matters that may properly be presented at the Annual Meeting.

You may revoke or revise your proxy at any time before it is exercised by (1) delivering to us a signed proxy card with a date later than your previously delivered proxy, (2) voting via the Internet while attending the virtual Annual Meeting, (3) granting a subsequent proxy through the Internet or telephone or (4) sending a written revocation to our corporate secretary at 100 East Ridge Road, Ridgefield, Connecticut 06877. Attendance at the Annual Meeting through the Internet will not itself be deemed to revoke your proxy unless you vote via the Internet while attending the Annual Meeting. If you attend the Annual Meeting via the Internet and want to vote via the Internet, you can request that your previously submitted proxy not be used. If your shares are held through a broker, bank or other institution in “street name,”name”, you will need to obtain a proxy form from the institution that holds your shares. Your most current proxy card or telephone or Internet proxy is the one that is counted.

If you hold shares of common stock in a stock brokerage account or through a bank or other nominee, you are considered to be the beneficial owner of shares held in “street name” and these proxy materials are being made available to you by your broker, bank or nominee. You may not vote directly any shares held in street name;“street name”; however, as the beneficial owner of the shares, you have the right to direct your broker, bank or nominee on how to vote your shares. If you do not provide your broker, bank or nominee instructions on how to vote your shares on non-discretionary items, a “broker non-vote” will occur. Proposal 1 (election of teneight nominees as directors) and Proposal 3 (non-binding, advisory(advisory vote on executive compensation) are non-discretionary items for which your broker, bank or nominee will not be able to vote your shares without your instructions. Proposal 2 (ratification of the selection of BDO USA, LLP) is a discretionary, routine item, and your broker, bank or nominee may vote your shares in their discretion in the event that they do not receive voting instructions from you. Accordingly, it is possible for there to be broker non-votes for Proposals 1 and 3, but not for Proposal 2. In the case of a broker non-vote, your shares would be included in the number of shares considered present at the meeting for the purpose of determining whether there is a quorum. A broker non-vote, being shares not entitled to vote, would not have any effect on the outcome of the vote on Proposals 1 or 3.

In addition to solicitations by mail and the Internet, our directors, officers and employees may, without additional remuneration, solicit proxies by telephone, facsimile and personal interviews. We will request brokerage houses, banks and nominees to forward copies of the proxy materials to those persons for whom they hold shares and request instructions for voting the proxies. We will reimburse such brokerage houses, banks and other nominees for their reasonable expenses in connection with this distribution.

How to Vote

For Proposal 1 (election of teneight nominees as directors), youthe eight candidates will be elected by a majority vote. Pursuant to our amended and restated bylaws, the voting standard for the election of directors of the Company in an uncontested election is a majority voting standard. The majority voting standard provides that to be elected in an uncontested election, a director nominee must receive a majority of the votes cast in the election such that the number of shares properly cast “for” the nominee exceeds the number of votes properly cast “against” that nominee, with abstentions and broker non-votes not counting as votes “for” or “against.” The “majority of votes cast” means that the number of shares voted “for” a director nominee must exceed the number of votes cast “against” the nominee’s election, not including abstentions and broker non-votes. “Votes cast” means the votes actually cast “for” or “against” a particular proposal, whether in person or by proxy. You may vote in favor“FOR” or “AGAINST” each director, or “ABSTAIN” from voting for such director. Under our majority voting standard, if an incumbent director nominee fails to receive a majority of all nomineesvotes cast, the nominee must immediately offer to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee would make a recommendation to the Board (“FOR ALL”), withhold voteson whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision as to all nominees (“WITHHOLD ALL”), or vote in favorwell as the rationale behind it within 90 days from the date of and withhold votes as to specific nominees (“FOR ALL EXCEPT”). A properly executed proxy marked “WITHHOLD ALL” or marked “FOR ALL EXCEPT” with respect tothe certification of the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. results. 

For Proposal 2 (ratification of the selection of BDO USA, LLP) and Proposal 3 (non-binding, advisory(advisory vote on executive compensation), you may vote “FOR” or “AGAINST” each proposal or “ABSTAIN” from voting on the proposal.

Stockholders of Record: If you are a stockholder of record on the Record Date, there are four ways to vote:

	●	by voting at the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/chef16;
	●	by completing, signing, dating and returning your proxy card by mail, if you request a paper copy of the proxy materials;
	●	by making a toll-free telephone call within the United States or Canada using a touch-tone telephone to the toll-free number provided on your proxy card; or
	●	by voting on the Internet. To vote on the Internet, go to the website address indicated on your Notice of Proxy Availability to complete and electronic proxy card. You will be asked to provide the control number from the Notice of Proxy Availability.

by voting at the Annual Meeting in person or via the Internet at www.virtualshareholdermeeting.com/chef20;

by completing, signing, dating and returning your proxy card by mail, if you request a paper copy of the proxy materials;

by making a toll-free telephone call within the United States or Canada using a touch-tone telephone to the toll-free number provided on your proxy card; or

by voting on the Internet. To vote on the Internet, go to the website address indicated on your Notice of Proxy Availability to complete an electronic proxy card. You will be asked to provide the control number from the Notice of Proxy Availability.

If you plan to vote by telephone or Internet in advance of the Annual Meeting, your vote must be received by 11:59 p.m., eastern daylight time, on May 12, 201614, 2020 to be counted. Internet voting during the Annual Meeting is also permissible through the virtual web meeting hosted at www.virtualshareholdermeeting.com/chef16.

chef20.

Street Name Holders: If you hold your shares in street“street name,” the Notice of Proxy Availability was forwarded to you by your brokerage firm, bank or other nominee and you should follow the voting instructions provided by your broker, bank or nominee. You may complete and return a voting instruction card to your broker, bank or nominee. Please check your Notice of Proxy Availability for more information. If you hold your shares in street name and wish to vote at the Annual Meeting, you must have your 12-digit control number from your Notice of Proxy Availability.

We provide Internet proxy voting to allow you to vote your shares online both before and during the Annual Meeting, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Quorum

Presence by attendance at the Annual Meeting virtually through the virtual web meeting or by proxy of a majority of the shares of common stock outstanding at the close of business on the Record Date and entitled to vote at the Annual Meeting will be required for a quorum. Shares of common stock present by attendance at the Annual Meeting or represented by proxy (including shares that abstain or do not vote with respect to one or more of the matters presented for stockholder approval and broker non-votes) will be counted for purposes of determining whether a quorum exists at the Annual Meeting.

Votes Required

Proposal 1 (election of teneight nominees as directors) is an uncontested director election. Our Bylawsbylaws require that each nominee be elected by a pluralityan affirmative majority of votes castthe shares represented at any meeting forthe Annual Meeting in person (including by webcast) or by properly executed proxy and entitled to vote on Proposal 1 to approve the election of directors at whicheach of the nominees for election as a quorum is present. Brokerdirector. Abstentions and broker non-votes will have no effect on Proposal 1 because they are not considered votes cast.

With respect to Proposal 2 (ratification of the selection of BDO USA, LLP) and Proposal 3 (non-binding, advisory(advisory vote on executive compensation), the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the proposal is necessary for approval. Abstentions will be equivalent to a vote against Proposals 2 and 3. Broker non-votes will have no effect on the results of ProposalProposals 1 and 3 because they are not considered votes cast. However, regarding Proposal 2, the ratification of the appointment of our independent registered public accounting firm is considered a “routine” item and brokerage firms may vote in their discretion on this matter on behalf of beneficial owners who have not furnished voting instructions before the date of the Annual Meeting.

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Attending the Annual Meeting

We will be hosting the 2016 Annual Meeting of Stockholders on the Internet through a virtual web conference at www.virtualshareholdermeeting.com/chef16. chef20. Our stockholders will continue to have the opportunity to engage with our Board and our independent auditors during the meeting. Our optional virtual meeting platform provided by our proxy solicitor, Broadridge Financial Solutions, allows all participating stockholders to submit questions at any point in the meeting. In addition, it also allows our stockholders to vote on proposals online. We believe that our virtual platform will increase stockholder participation while at the same time affording the same rights and opportunities to participate, as stockholders would have if we held a physical annual meeting.

A summary of the information you need to attend the Annual Meeting online is provided below:

	●	Any stockholder can attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/chef16.
	●	Webcast starts at 10:00 a.m. eastern daylight time.
	●	Please have your 12-digit control number to enter the Annual Meeting.
	●	Stockholders may vote and submit questions while attending the Annual Meeting on the Internet.
	●	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.
	●	Questions regarding how to attend and participate via the Internet will be answered by calling 1-800-690-6903 on the day before the Annual Meeting and the day of the Annual Meeting.
	●	Webcast replay of the Annual Meeting will be available at www.virtualshareholdermeeting.com/chef16 until May 13, 2017.

Any stockholder can attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/chef20.

The webcast will start at 10:00 a.m. EDT.

Please have your 12-digit control number to enter the Annual Meeting.

Stockholders may vote and submit questions while attending the Annual Meeting via the Internet.

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

Questions regarding how to attend and participate via the Internet will be answered by calling 1-800-690-6903 on the day before the Annual Meeting and the day of the Annual Meeting.

Webcast replay of the Annual Meeting will be available at www.virtualshareholdermeeting.com/chef20 until the sooner of May 15, 2021 or the date of the next annual meeting of stockholders to be held in 2020.

Householding

The SEC has adopted a rule concerning the delivery of annual reports and proxy statements. It permits us, with your permission, to send a single Notice of Proxy Availability and, to the extent requested, a single set of these proxy materials to any household at which two or more stockholders reside if we believe they are members of the same family. This rule is called “householding” and its purpose is to help reduce printing and mailing costs of proxy materials. To date, the Company has not instituted this procedure, but may do so in the future.

A number of brokerage firms have instituted householding. If you and members of your household have multiple accounts holding shares of the Company’s common stock, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of this proxy statement, the 2015 Annual Report or other proxy materials or wish to revoke your decision to household. These options are available to you at any time.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This table includes information regarding the amount of our common stock beneficially owned as of March 16, 20162020 by the following persons as of such date: (i) each of our directors, (ii) each of our executive officers named in “EXECUTIVE COMPENSATION—2015COMPENSATION - Summary Compensation Table - Fiscal Years 2017-2019,” (iii) all of our directors and current executive officers as a group, and (iv) each other person or entity known to us to own more than 5% of our outstanding common stock.

Name and Address of Beneficial Owner(1)		Number of Shares Beneficially Owned(2)				Percentage Ownership
Directors and Named Executive Officers:
Christopher Pappas(3)			3,263,944				12.4	%
John Pappas(4)			2,085,115				7.9	%
John DeBenedetti			—				—
Dominick Cerbone			9,005				0.0	%
John A. Couri			15,272				0.1	%
Joseph Cugine			10696				0.0	%
Steven F. Goldstone			—				—
Alan Guarino			14,681				0.1	%
Stephen Hanson			50,272				0.2	%
Katherine Oliver			1,983
Alexandros Aldous			85,792				0.3	%
John D. Austin			147,372				0.6	%
Patricia Lecouras			66,823				0.3	%
All directors and executive officers, as a group (14 persons)(5)			5,895,778				22.4	%
Other Stockholders:
Kayne Anderson Rudnick Investment Management, LLC(6)			3,585,241				13.6	%
Wasatch Advisors Inc.(7)			3,615,208				13.6	%
Baron Capital Group, Inc. and related persons(8)			2,000,000				7.6	%
AllianceBernstein L.P.(10)			1,725,201				6.6	%

Name and Address of Beneficial Owner(1)		Number of Shares Beneficially Owned(2)(3)		Percentage Ownership
Directors and Named Executive Officers:
Christopher Pappas(4)		3,239,127		10.6%
John Pappas(5)		1,405,467		4.6%
Dominick Cerbone		20,760		0.1%
Joseph Cugine		24,311		0.1%
Steven F. Goldstone		12,215		0.0%
Alan Guarino		31,436		0.1%
Stephen Hanson		62,027		0.2%
Katherine Oliver		16,076		0.1%
Alexandros Aldous		103,675		0.3%
Patricia Lecouras		93,008		0.3%
James Leddy		72,639		0.2%
All directors and executive officers, as a group (12 persons)(6)		5,116,936		17.1%
Principal Stockholders (> 5% of outstanding common stock)
Kayne Anderson Rudnick Investment Management, LLC(7)		3,918,418		12.9%
BlackRock, Inc.(8)		3,927,598		12.9%
Virtus Investment Advisers, Inc.(9)		2,955,617		9.7%
Conestoga Capital Advisors LLC(10)		2,152,375		7.1%
Virtus Equity Trust(11)		2,808,023		9.2%
AllianceBernstein L.P.(12)		1,923,980		6.3%
The Vanguard Group, Inc.(13)		1,800,959		5.9%

**	Less than 1%

(1)

The address for each listed director and executive officer is c/o The Chefs’ Warehouse, Inc., 100 East Ridge Road, Ridgefield, Connecticut 06877. The address of Kayne Anderson Rudnick Investment Management, LLC is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, California 90067. The address of Wasatch Advisors,BlackRock, Inc. is 505 Wakara Way, Salt Lake City, Utah 84108. The address of Baron Capital Group, Inc. and related persons is 767 Fifth Avenue, 49th Floor,55 East 52nd Street, New York, New York 10153.10055. The address of Virtus Investment Advisors, Inc. is One Financial Plaza, Hartford, Connecticut 06103. The address of Conestoga Capital Advisors LLC is 550 East Swedesford Road, Suite 120, Wayne, Pennsylvania 19087. The address of Virtus Equity Trust is 101 Munson Street, Greenfield, Massachusetts 01301. The address of AllianceBernstein L.P. is 1345 Avenue of the Americas, New York, New York 10105. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(2)

The number of shares of common stock beneficially owned by each stockholder is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power and also any shares which a person has the right to acquire within 60 days after March 16, 20162020 through the vesting and/or exercise of any equity award or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person named in the table has sole voting power and investment power (or shares such power with his or her spouse) with respect to all shares of common stock listed as owned by such person. The number of shares listed includes: (i) 141,767 shares of our common stock for which Mr. C. Pappas has all rights granted to a stockholder pursuant to certain performance restricted share award agreements, dated March 5, 2018, February 25, 2019 and February 25, 2020, respectively, including the right to vote such shares subject to certain restrictions in such performance share award agreement; (ii) 77,909 shares of our common stock for which Mr. J. Pappas has all rights granted to a stockholder pursuant to certain performance restricted share award agreements, dated March 5, 2018, February 25, 2019 and February 25, 2020, respectively, including the right to vote such shares subject to certain restrictions in such performance share award agreement; (iii) 45,447 shares of our common stock for which Mr. Aldous has all the rights granted to a stockholder pursuant to certain performance restricted share award agreements, dated March 5, 2018, February 25, 2019 and February 25, 2020, respectively, including the right to vote such shares subject to certain restrictions in such performance share award agreements; (iv) 35,449 shares of our common stock for which Ms. Lecouras has all the rights granted

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to a stockholder pursuant to certain performance restricted share award agreements, dated March 5, 2018, February 25, 2019 and February 25, 2020 respectively, including the right to vote such shares subject to certain restrictions in such performance share award agreements; (v) 48,693 shares of our common stock for which Mr. Leddy has all the rights granted to a stockholder pursuant to certain performance restricted share award agreements, dated March 5, 2018, February 25, 2019 and February 25, 2020, respectively, including the right to vote such shares subject to certain restrictions in such performance share award agreements; and (vi) 21,888 shares of our common stock for which another of one our executives has all the rights granted to a stockholder pursuant to certain performance restricted share award agreements, dated March 5, 2018, February 25, 2019 and February 25, 2020 including the right to vote such shares subject to certain restrictions in such performance share award agreement. Certain of these shares are subject to performance measures and are listed at the maximum achievement possible.

(3)

Does not include grants of restricted stock made in March 2020 after March 16, 2020. Such grants include: 134,161 shares of our common stock for Mr. C. Pappas; 73,729 shares of our common stock for Mr. J. Pappas; 51,003 shares of our common stock for Mr. Aldous; 45,089 shares of our common stock for Ms. Lecouras; 56,529 shares of our common stock for Mr. Leddy; and 37,633 shares of our common stock for another one of our executives.

(4)

Does not include 620,000 shares of our common stock held by an irrevocable trust for the benefit of Christopher Pappas’sMr. C. Pappas’ children. This trust has an independent trustee and is irrevocable, and pursuant to the terms of the trust agreement no part of the trust estate may ever revert to Mr. C. Pappas, be used for Mr. C. Pappas’sPappas’ benefit or be distributed in the discharge of Mr. C. Pappas’sPappas’ legal obligations. Mr. C. Pappas does have the power under the trust agreement acting in a nonfiduciary capacity to acquire any assets of the trust by substituting property of an equivalent value but has no current intention to do so. Mr. C. Pappas disclaims beneficial ownership of the shares of our common stock held in the trust to the extent that he would be deemed to beneficially own such shares.

(4)

(5)

Does not include 620,000 shares of our common stock held by irrevocable trusts for the benefit of John Pappas’sMr. J. Pappas’ children. Each of these trusts has an independent trustee and is irrevocable, and pursuant to the terms of each trust agreement no part of the trust estate may ever revert to Mr. J. Pappas, be used for Mr. J. Pappas’sPappas’ benefit or be distributed in the discharge of Mr. J. Pappas’sPappas’ legal obligations. Mr. J. Pappas does have the power under the trust agreements acting in a nonfiduciary capacity to acquire any assets of the trusts by substituting property of an equivalent value but has no current intention to do so. Mr. J. Pappas disclaims beneficial ownership of the shares of our common stock held in the trusts to the extent that he would be deemed to beneficially own such shares.

(5)(6)	This group includes all of our current directors and executive officers.officers as of the date of this table.

(6)(7)

Kayne Anderson Rudnick Investment Management, LLC has sole power to vote or to direct the vote of 3,585,241962,801 shares, sole power to dispose or to direct the disposition of 962,801 shares, shared power to vote or direct the vote of 2,955,617 shares and shared power to dispose or direct the disposition of 2,955,617 shares. The foregoing information is based solely on a Schedule 13G/A filed jointly by Kayne Anderson Rudnick Investment Management, LLC, Virtus Investment Advisers, Inc. and Virtus Equity Trust, on behalf of Virtus KAR Small Cap Growth Fund, with the SEC on February 13, 2020.

(8)	BlackRock, Inc. has the sole power to vote or direct the vote of 3,888,027 shares and sole power to dispose or to direct the disposition of 3,574,7843,927,598 shares. The foregoing information is based solely on a Schedule 13G/A filed by Kayne Anderson Rudnick Investment Management, LLCBlackRock, Inc. with the SEC on February 10, 2016.4, 2020.

(7)(9)

Wasatch Advisors,Virtus Investment Advisers, Inc. has soleshared power to vote or to direct the vote of 3,615,2082,955,617 shares, and shared power to dispose or to direct the disposition of 2,955,617 shares. The foregoing information is based solely on a Schedule 13G/A filed jointly by Kayne Anderson Rudnick Investment Management, LLC, Virtus Investment Advisers, Inc. and Virtus Equity Trust, on behalf of Virtus KAR Small Cap Growth Fund, with the SEC on February 13, 2020.

(10)

Conestoga Capital Advisors LLC has the sole power to vote or direct the vote of 1,972,010 shares and sole power to dispose or to direct the disposition of 3,615,2082,152,375 shares. Conestoga Capital Advisors LLC is an investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E). Shares of the Company’s common stock held by Conestoga Capital Advisors LLC are directly beneficially owned by the accounts under its management, none of which beneficially owned more than 5% of the Company’s common stock outstanding as of September 27, 2019. The foregoing information is based solely on a Schedule 13G filed by Conestoga Capital Advisors LLC with the SEC on January 17, 2020.

(11)

Virtus Equity Trust, on behalf of Virtus KAR Small Cap Growth Fund, has shared power to vote or to direct the vote of 2,808,023 shares, and shared power to dispose or to direct the disposition of 2,808,023 shares. The foregoing information is based solely on a Schedule 13G/A filed jointly by Wasatch Advisors,Kayne Anderson Rudnick Investment Management, LLC, Virtus Investment Advisers, Inc. and Virtus Equity Trust, on behalf of Virtus KAR Small Cap Growth Fund, with the SEC on February 16, 2016.13, 2020.

(8)(12)	BAMCO, Inc. and Baron Capital Management, Inc. are subsidiaries of Baron Capital Group, Inc. (“BCG”). Ronald Baron owns a controlling interest in BCG. Baron Small Cap Fund is an advisory client of BAMCO, Inc. BAMCO, Inc., BCG, Baron Small Cap Fund and Ronald Baron have sharedAllianceBernstein L.P. has the sole power to vote or direct the vote and shared power to dispose or direct the disposition of 2,000,000 shares. The foregoing information is based solely on a Schedule 13G/A filed by BCG, BAMCO, Inc., Baron Capital Management, Inc., Baron Small Cap Fund and Ronald Baron with the SEC on February 16, 2016.
(9)	Arlington Value Capital, LLC has sole power to vote or to direct the vote of 553,929 shares, shared power to vote or to direct the vote of 112,2251,799,458 shares and sole power to dispose or to direct the disposition of 666,154shares.1,879,001 shares, and shared power to dispose or to direct the disposition of 44,979 shares. AllianceBernstein L.P. is an investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E) and a majority owned subsidiary of AXA Equitable Holdings, Inc. ("EQH"). AllianceBernstein L.P. operates under independent management and makes independent decisions from EQH and its respective subsidiaries, and EQH calculates and reports beneficial ownership separately from AllianceBernstein L.P. pursuant to guidance provided by the SEC in Release Number 34-39538 (January 12, 1998). AllianceBernstein L.P. may be deemed to share beneficial ownership with EQH reporting persons by virtue of 44,979 shares of common stock acquired on behalf of the general and special accounts of the affiliated entities for which AllianceBernstein L.P. serves as a subadvisor. Each of AllianceBernstein L.P. and the EQH entities reporting herein acquired their shares of common stock for investment purposes in the ordinary course of their investment management and insurance businesses. The foregoing information is based solely on a Schedule 13G filed by Arlington Value Capital, LLC with the SEC on February 16, 2016.
(10)	AllianceBernstein L.P. has sole power to vote or to direct the vote of 1,440,769 shares, sole power to dispose or to direct the disposition of 1,648,802 shares and shared power to dispose or to direct the disposition of 76,699 shares. AllianceBernstein L.P. may be deemed to share beneficial ownership of 76,699 shares with reporting persons of its parent companies, AXA SA and AXA Financial, Inc. The foregoing information is based solely on a Schedule 13G/A filed by AllianceBernstein L.P. with the SEC on February 16, 2016.18, 2020.

(13) The Vanguard Group, Inc. has sole power to vote or to direct the vote of 51,600 shares, sole power to dispose or to direct the disposition of 1,749,771 shares, shared power to vote or direct the vote of 2,634 shares and shared power to dispose or direct the disposition of 51,188 shares. The foregoing information is based solely on a Schedule 13G/A filed by The Vanguard Group, Inc. with the SEC on February 12, 2020.

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CORPORATE GOVERNANCE

Summary

We are committed to maintaining strong corporate governance practices and principles. The Board actively monitors developments relating to the corporate governance of public corporations, and the Board has consulted with our legal counsel and independent registered public accounting firm to evaluate our current corporate governance and other practices in light of these developments. We believe our policies and practices reflect corporate governance best practices and compliance with the requirements of the Sarbanes-Oxley Act of 2002, SEC rules and regulations and the Listing Rules (“NASDAQ Listing Rules”) of the NASDAQ Stock Market LLC (“NASDAQ”). For example:

	●	The Board has adopted our Corporate Governance Guidelines, which were most recently revised on February 17, 2016, and which outline the roles and responsibilities of the Board and its committees and establish policies regarding governance matters such as Board meetings and communications, performance evaluations of the Board and our chief executive officer, director stock ownership guidelines, and director orientation and continuing education;
	●	A majority of the members of the Board are “independent directors” within the NASDAQ Listing Rules’ definition, and the Board makes an affirmative determination regarding the independence of each director annually;
	●	All members of the Board’s standing committees—the Audit Committee, the Compensation and Human Capital Committee (which we refer to in this Proxy Statement as the “Compensation Committee”) and the Nominating and Corporate Governance Committee—are “independent directors” within the NASDAQ Listing Rules’ definition;
	●	The independent members of the Board meet regularly without the presence of management;
	●	We have designated an independent director to serve as our “Lead Director” to coordinate the activities of the other independent members of the Board;
	●	We have a Code of Business Conduct and Ethics that applies to our principal executive officer and all members of our finance department, including our principal financial officer, principal accounting officer and controller;
	●	We have an Insider Trading Policy that is applicable to all of our employees and directors and their affiliates which, among other things, prohibits hedging of Company securities by such persons;
	●	The charters of the Board’s committees clearly establish their respective roles and responsibilities; and
	●	The Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls or auditing matters.

The Board has adopted our Corporate Governance Guidelines, which outline the roles and responsibilities of the Board and its committees and establish policies regarding governance matters such as Board meetings and communications, performance evaluations of the Board and our chief executive officer, director stock ownership guidelines, and director orientation and continuing education;

A majority of the members of the Board are “independent directors” within the NASDAQ Listing Rules’ definition, and the Board makes an affirmative determination regarding the independence of each director annually;

All members of the Board’s standing committees—the Audit Committee, the Compensation and Human Capital Committee (which we refer to in this Proxy Statement as the “Compensation Committee”) and the Nominating and Corporate Governance Committee—are “independent directors” within the NASDAQ Listing Rules’ definition;

The independent members of the Board meet regularly without the presence of management;

We have designated an independent director to serve as our “Lead Director” to coordinate the activities of the other independent members of the Board;

We have a Code of Business Conduct and Ethics that applies to our principal executive officer and all members of our finance department, including our principal financial officer, principal accounting officer and controller;

We have an Insider Trading Policy that is applicable to all of our employees and directors and their affiliates which, among other things, prohibits hedging of Company securities by such persons;

The charters of the Board’s committees clearly establish their respective roles and responsibilities; and

The Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls or auditing matters.

In addition, our Corporate Governance Guidelines limit the directors serving on our Audit Committee from serving on more than three public company audit committees without the Board’s determination that such simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee. Directors must notify the chairman of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another corporate board. Directors are also required to notify the Board when their principal occupation or business association changes, at which point the Board will evaluate the propriety of continued Board service.

We maintain a corporate governance page on our website that includes key information about our corporate governance initiatives. The corporate governance page can be found at www.chefswarehouse.com, by clicking on “Investors,” and then clicking on “Corporate Governance.” Copies of our Corporate Governance Guidelines, our Insider Trading Policy and the charters for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee can be found on the corporate governance page of our website.website (www.chefswarehouse.com). We have also adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. Our Code of Ethics is publicly available on the corporate governance page of our website (www.chefswarehouse.com) and can be found by clicking on “Investors,” and then clicking on “Corporate Governance.” Our Code of Ethics is also available free of charge by writing to The Chefs’ Warehouse, Inc., 100 East Ridge Road, Ridgefield, Connecticut 06877, Attn: Investor Relations. If we make any substantive amendments to the Code of Ethics

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or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we intend to make any legally required disclosures regarding such amendments or waivers on the Investor RelationsInvestors section of our website (www.chefswarehouse.com). Information contained on our website is not incorporated by reference into this proxy statement or considered to be part of this document.

Director Independence

Our Corporate Governance Guidelines require a majority of the members of the Board to be “independent directors” as such term is defined in the NASDAQ Listing Rules. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that sevensix of its teneight members nominated for election at the Annual Meeting are independent. Our sevensix independent directors are DominickMr. Cerbone, John A. Couri, JosephMr. Cugine, StevenMr. Goldstone, AlanMr. Guarino, StephenMr. Hanson, and KatherineMs. Oliver. ChristopherMr. C. Pappas and JohnMr. J. Pappas are our employees; therefore, Messrs.Mr. C. Pappas and Mr. J. Pappas are not independent directors. In making this independence determination, the Board considered our transactions with a New York City-based multi-concept restaurant operator holding company, of which Mr. Hanson was the president and a 50% owner until December 2013 and the Board determined that Mr. Hanson still qualifies as an “independent director” as such term is defined in the NASDAQ Listing Rules.

Our Corporate Governance Guidelines and the charter for each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee require all members of these committees to be “independent” within the meaning of the SEC’s rules and regulations and the NASDAQ Listing Rules. The charter of the Audit Committee also requires each of its members to meet the definition of independence under Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the SEC’s rules thereunder. The charter of the Compensation Committee requires each of its members to be a non-employee director within the meaning of Rule 16b-3 under the Exchange Act and an outside director within the meaning of Section 162(m) of the Internal Revenue Code, as amended (the “Code”).

Lead Director

The Board has created the position of Lead Director. Mr. John A. Couri,Cerbone, chairman of the Nominating and Corporate GovernanceAudit Committee, currently serves as the Lead Director. As of the Annual Meeting, pending his re-election to the Board, Mr. Cerbone shall continue to serve as the Lead Director. In accordance with our Corporate Governance Guidelines, the Lead Director must be “independent” within the meaning of the SEC’s rules and regulations and the NASDAQ Listing Rules. The Lead Director is responsible for coordinating the activities of the other independent directors and for performing such other duties and responsibilities as the Board may determine from time to time, including the following:

	●	Serving as a liaison between Christopher Pappas, our chief executive officer and chairman of the Board, and the independent directors of the Board;
	●	Advising the chairman of the Board as to an appropriate schedule of and agenda for the Board’s meetings and ensuring the Board’s input into the agenda for the Board’s meetings;
	●	Advising the chief executive officer as to the quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;
	●	Assisting the Board, the Nominating and Corporate Governance Committee and our officers in better ensuring compliance with and implementation of our corporate governance principles; and
	●	Serving as the chairman for executive sessions of the Board’s independent directors and acting as chairman of the Board’s regular and special meetings when the chairman of the Board is unable to preside.

Serving as a liaison between Mr. C. Pappas, our chief executive officer and chairman of the Board, and the independent directors of the Board;

Advising the chairman of the Board as to an appropriate schedule of and agenda for the Board’s meetings and ensuring the Board’s input into the agenda for the Board’s meetings;

Advising the chief executive officer as to the quality, quantity, and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;

Assisting the Board, the Nominating and Corporate Governance Committee and our officers in better ensuring compliance with and implementation of our corporate governance principles; and

Serving as the chairman for executive sessions of the Board’s independent directors and acting as chairman of the Board’s regular and special meetings when the chairman of the Board is unable to preside.

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Certain Relationships and Related Transactions

Review and Approval of Related Person Transactions

The Board recognizes that transactions or relationships with us and our subsidiaries and our directors, director nominees, executive officers and greater than 5% beneficial owners of our common stock, and the immediate family members of each of the foregoing, may involve potential conflicts of interest. As a result, the Board adopted a written Related Party Transaction Policy (the “Policy”) requiring the prior approval of the Audit Committee before a related party may enter into a transaction or relationship in which we or a subsidiary of ours is a participant and the related party would have a direct or indirect interest, unless such transaction involves less than $120,000. Under the Policy, any proposed related party transactions are reviewed at the regularly scheduled meetings of the Audit Committee. Additionally, ongoing relationships are periodically reviewed and assessed to determine whether, based on all relevant facts, information and circumstances (including our and our subsidiaries’ contractual obligations), the related party transaction remains appropriate or should otherwise be modified or terminated. Any member of the Audit Committee who is a related party with respect to a transaction under review will not be able to vote on the approval or ratification of the transaction; however, the director shall provide all material information and may, if so requested by the chairman of the Audit Committee, participate in some or all of the Audit Committee’s discussions concerning the related party transaction. We require that any related party transaction must be on terms no less favorable to us than could be obtained from unaffiliated third parties. As required under SEC regulations, those transactions or series of similar transactions to which we or a subsidiary of ours is or will be a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest is disclosed in this proxy statement if such disclosure is required to so be disclosed by SEC regulations.

Other than the transactions described below and the arrangements described under “EXECUTIVE COMPENSATION—COMPENSATION — Compensation Discussion and Analysis,” since December 27, 2014,29, 2018, there has not been, and there is not currently proposed, any transaction or series of similar transactions required to be disclosed by SEC regulations to which we or any of our subsidiaries were or will be a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.

Transactions with Related Persons

Warehouse and Office Leases

The Company leases twoone warehouse facilitiesfacility from related parties. These facilities areThe facility is owned by entitiesan entity owned 100% by ChristopherMr. C. Pappas, the Company’s chairman, president and chief executive officer, Johnand Mr. J. Pappas, the Company’s vice chairman and one of its directors, and Dean Facatselis, a former non-employee director of the Company and the brother-in-law of Messrs. Pappas, and arewhich is deemed to be affiliatesan affiliate of these individuals. Expense related toThe amount paid in connection with the above facilities was $1,406,000 for the fiscal year ended December 25, 2015.

With the acquisitionlease of Del Monte, the Company acquired two warehouse facilities that the Company leases from certain prior owners of Del Monte. Three of the owners are current employees, one of whom, John DeBenedetti, serves on the Company’s board of directors. The first property is located in American Canyon, CA and is owned by TJ Management Co. LLC, an entity owned 50% by John DeBenedetti and 50% by Theresa Lincoln, John DeBenedetti’s sister. The Company paid rent on this facility totaling $156,000was $520,013 for the year ended December 25, 2015. The second property is located in West Sacramento, CA and is owned by David DeBenedetti and Victoria DeBenedetti, the parents of John DeBenedetti. The Company paid rent on this facility totaling $167,000 for the year ended December 25, 2015. John DeBenedetti, Theresa Lincoln and Victoria DeBenedetti are employees of a subsidiary of the Company.

fiscal 2019.

Employment of Family Members

John Pappas’s

Mr. J. Pappas’ brother-in-law, Constantine Papataros, is one of the Company’s employees. The Company paid him approximately $169,000$240,762 during fiscal 2015.

The Company paid Theresa Lincoln, John DeBenedetti’s sister, approximately $198,000 in total compensation for fiscal 2015.

2019. The compensation paid to ConstantineMr. Papataros and Theresa Lincoln during fiscal 20152019 was consistent with that of other employees at the same grade level.

Transactions with Directors or Entities Affiliated with Directors

Each of Christopher Pappas, John Pappas and Dean Facatselis owns 8.33% of a New York City-based restaurant customer of the Company and its subsidiaries that purchased an aggregate of approximately $117,000 of products from the Company during fiscal 2015. Messrs. Pappas and Facatselis have no other interest in the restaurant other than these equal interests and are not involved in the day-to-day operation or management of this restaurant.

An entity owned 50% by John Couri, a director of the Company, and of which Messrs. C. Pappas and S. Hanson (also directors of the Company) previously held ownership interests owns an interest in an aircraft that the Company uses for business purposes in the course of its operations. Mr. Couri paid for his ownership interest in the aircraft himself and bears his share of all operating, personnel and maintenance costs associated with the operation of this aircraft. The Company made payment of $182,000 for the fiscal year ended December 25, 2015 for use of such aircraft. All payments were paid directly to an entity that manages the aircraft in which Mr. Couri has a de minimis indirect ownership interest.

The Company paid $827,000 during fiscal 2015 to a third-party entity for the purchase of furniture and leasehold improvements as well as interior decorating and design services primarily for our Las Vegas, San Francisco and Chicago facilities. This entity is owned by Julie Hardridge, the sister-in-law of Christopher Pappas.

John DeBenedetti and Theresa Lincoln, indirectly through TJ Investments, LLC, own a 16.67% ownership interest in Old World Provisions, which supplies products to the Company following the Del Monte acquisition. During the year ended December 25, 2015 the Company purchased approximately $900,000 of products from Old World Provisions. Neither Mr. J. DeBenedetti nor Ms. Lincoln is involved in the day-to-day management of Old World Provisions.

Board Leadership Structure

The Board currently combines the roles of chairman of the Board and chief executive officer. Our Corporate Governance Guidelines do not require the chairman of the Board to be independent and do not specify whether the positions of chairman of the Board and chief executive officer must be separated. Considering the Company’s successful performance over extended periods under Christopher Pappas’sMr. C. Pappas’ leadership, the Board believes that the Company benefits from Mr. C. Pappas’sPappas’ services in both roles. Mr. C. Pappas has served as our chief executive officer since 1985. The Board believes Mr. C. Pappas to be the most qualified to serve as our chairman because he is the director most familiar with the Company’s business and the foodservice distribution industry and as a result is best suited to effectively identify strategic priorities and lead the discussion and execution of strategy. The Board believes the combined position of chairman and chief executive officer promotes a unified direction and leadership for the Board and gives a single, clear focus for the chain of command for our organization, strategy, and business plans. In addition, the Board believes that the combined position of chairman and chief executive officer is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information.

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As discussed above, the Board also maintains an independent lead director. John A. CouriLead Director. Mr. Cerbone currently serves as our independent lead director.Lead Director. We believe it is important to have an independent lead directora Lead Director to establish a system of checks and balances between the independent directors of the Board and Mr. C. Pappas. The lead directorLead Director provides leadership to the Board to ensure it operates in an independent, cohesive manner. The Board believes that having a lead directorLead Director vested with key duties and responsibilities (as discussed above) and the Board’s standing committees comprised of and chaired by independent directors (as discussed below) provides a formal structure for strong independent oversight of our management team.

As of the Annual Meeting, pending his re-election to the Board, Mr. Cerbone, chairman of the Audit Committee, shall continue to serve as the Lead Director.

Risk Oversight

The Board has overall responsibility for risk oversight. The Board oversees risk management with a focus on our primary areas of risk: risk related to our business strategy, financial risk, legal/compliance risk and operational risk. Our president and chief executive officer and each of our other executive officers are responsible for managing risk in their respective areas of authority and expertise, identifying key risks to the Board and explaining to the Board how those risks are being addressed.

Certain standing committees of the Board also have responsibility for risk oversight. The Audit Committee focuses on financial risk, including fraud risk and risks relating to our internal controls over financial reporting. The Compensation Committee addresses risks relating to our executive compensation strategies and is tasked with monitoring our executive compensation program to ensure that it does not encourage our executive officers to take unnecessary and excessive risks. The Board receives regular reports from the chairs of the Audit Committee and Compensation Committee regarding these committees’ risk management efforts and receives reports and other meeting materials provided to each of the committees. In addition, we have established a Disclosure Committee which consists of our executive officers and assists the Board in fulfilling its oversight responsibility with respect to regulatory compliance and receives regular reports from our general counsel and other employees responsible for our regulatory compliance. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks we face.

Compensation Risk

Our Compensation Committee is comprised solely of independent directors and is principally responsible for establishing, overseeing and administering our compensation plans and policies for our executive officers, including our equity incentive plans. Our Compensation Committee is also responsible for overseeing risks related to our compensation programs and practices. Our Compensation Committee has assessed the risk associated with our compensation policies and practices for our employees and determined that the risks associated with such policies and practices are not reasonably likely to have a material adverse effect on us. Our Compensation Committee utilizes compensation practices that it believes discourage our employees from excessive risk-taking that could be reasonably likely to have a materially adverse effect on us, including the following:

	●	The base salary component of compensation does not encourage risk-taking because it is a fixed amount.
	●	We have a combination of both short-term and long-term elements of executive compensation.
	●	The equity awards granted to our employees following our IPO were granted in the form of either time-based vesting restricted stock which vests pro-rata over a period of one to five years or performance-based vesting restricted stock which vests over three to four years if we achieve certain performance targets. The time-based vesting structure disincentivizes short-term risk-taking at the expense of long-term stockholder value and a performance-based award can be earned only upon the achievement of challenging corporate goals selected to motivate executives to achieve our corporate objectives and enhance stockholder value.
	●	Our chief executive officer and vice chairman maintain a significant ownership interest in our company, which closely aligns their interests with our stockholders’ interests and dis-incentivizes them from engaging in, or encouraging our other executive officers to engage in, unreasonable or excessive risk-taking.
	●	We have instituted a clawback, or recoupment, policy on awards granted under our annual incentive cash compensation program.

The base salary component of compensation does not encourage risk-taking because it is a fixed amount.

	●	A majority of the awards to executives under the Company’s annual incentive cash compensation program are based on the achievement of at least two objective performance measures, thus diversifying the risk associated with any single indicator of performance.
	●	Assuming achievement of a threshold level of performance, payouts under our annual incentive cash compensation program result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach, which could encourage excessive risk-taking.
	●	Our Compensation Committee determines achievement levels under the Company’s annual incentive cash compensation plan after reviewing Company and executive performance.
	●	Our Compensation Committee is being advised by an independent compensation consultant who also reviews the results of our annual analysis and assessment of our compensation programs.

We have a combination of both short-term and long-term elements of executive compensation.

Our equity awards are designed to mitigate risk. The time-based vesting structure discourages short-term risk-taking at the expense of long-term stockholder value and a performance-based award can be earned only upon the achievement of challenging corporate or share price goals selected to motivate executives to achieve our corporate objectives and enhance stockholder value.

Our chief executive officer and vice chairman maintain a significant ownership interest in the Company, which closely aligns their interests with our stockholders’ interests and dis-incentivizes them from engaging in, or encouraging our other executive officers to engage in, unreasonable or excessive risk-taking.

We have instituted a clawback, or recoupment, policy on awards granted under our annual cash incentive compensation program.

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A majority of the awards to executives under the Company’s annual cash incentive compensation program are based on the achievement of at least two objective performance measures, thus diversifying the risk associated with any single indicator of performance.

Assuming achievement of a threshold level of performance, payouts under our annual cash incentive compensation program result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach, which could encourage excessive risk-taking.

Our Compensation Committee determines achievement levels under the Company’s annual cash incentive compensation plan after reviewing Company and executive performance.

Our Compensation Committee is being advised by an independent compensation consultant who also reviews the results of our annual analysis and assessment of our compensation programs.

Nomination of Directors

The Nominating and Corporate Governance Committee reviews the qualifications of every person recommended as a nominee to the Board to determine whether the recommended nominees are qualified to serve on the Board. The Nominating and Corporate Governance Committee has adopted qualitative standards by which it determines if nominees are qualified to serve on the Board. The Nominating and Corporate Governance Committee evaluates recommended nominees in accordance with the following criteria:

	●	Personal characteristics. The Nominating and Corporate Governance Committee considers the personal characteristics of each nominee, including the nominee’s integrity, accountability, ability to make informed judgments, financial literacy, professionalism and willingness to meaningfully contribute to the Board (including by possessing the ability to communicate persuasively and address difficult issues). In addition, the Nominating and Corporate Governance Committee evaluates whether the nominee’s previous experience reflects a willingness to establish and meet high standards of performance, both for him or herself and for others.
	●	Core Competencies. The Nominating and Corporate Governance Committee considers whether the nominee’s knowledge and experience would contribute to the Board’s achievement of certain core competencies. The Nominating and Corporate Governance Committee believes that the Board, as a whole, should possess competencies in accounting and finance, business judgment, management best practices, crisis response, industry knowledge, leadership, strategy and vision.
	●	Board Independence. The Nominating and Corporate Governance Committee considers whether the nominee would qualify as an “independent director” under the NASDAQ Listing Rules.
	●	Director Commitment. The Nominating and Corporate Governance Committee expects that each of our directors will prepare for and actively participate in meetings of the Board and its committees, provide advice and counsel to our management, develop a broad knowledge of our business and industry and, with respect to an incumbent director, maintain the expertise that led the Nominating and Corporate Governance Committee to initially select the director as a nominee. The Nominating and Corporate Governance Committee evaluates each nominee on his or her ability to provide this level of commitment if elected to the Board.
	●	Additional Considerations. Each nominee also is evaluated based on the overall needs of the Board and the diversity of experience he or she can bring to the Board, whether in terms of specialized knowledge, skills or expertise. Although we do not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating and Corporate Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s businesses.

Personal characteristics. The Nominating and Corporate Governance Committee considers the personal characteristics of each nominee, including the nominee’s integrity, accountability, ability to make informed judgments, financial literacy, professionalism and willingness to meaningfully contribute to the Board (including by possessing the ability to communicate persuasively and address difficult issues). In addition, the Nominating and Corporate Governance Committee evaluates whether the nominee’s previous experience reflects a willingness to establish and meet high standards of performance, both for him or herself and for others.

Core Competencies. The Nominating and Corporate Governance Committee considers whether the nominee’s knowledge and experience would contribute to the Board’s achievement of certain core competencies. The Nominating and Corporate Governance Committee believes that the Board, as a whole, should possess competencies in accounting and finance, business judgment, management best practices, crisis response, industry knowledge, leadership, strategy and vision.

Board Independence. The Nominating and Corporate Governance Committee considers whether the nominee would qualify as an “independent director” under the NASDAQ Listing Rules.

Director Commitment. The Nominating and Corporate Governance Committee expects that each of our directors will prepare for and actively participate in meetings of the Board and its committees, provide advice and counsel to our management, develop a broad knowledge of our business and industry and, with respect to an incumbent director, maintain the expertise that led the Nominating and Corporate Governance Committee to initially select the director as a nominee. The Nominating and Corporate Governance Committee evaluates each nominee on his or her ability to provide this level of commitment if elected to the Board.

Additional Considerations. Each nominee is also evaluated based on the overall needs of the Board and the diversity of experience he or she can bring to the Board, whether in terms of specialized knowledge, skills or expertise. Although we do not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating and Corporate Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s businesses.

Following this evaluation, the Nominating and Corporate Governance Committee will make recommendations for membership on the Board and review such recommendations with the Board, which will decide whether to invite the candidate to be a nominee for election to the Board.

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Director Nominees Recommended by Stockholders

The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders on the same basis as nominees recommended by any other sources, including making a determination whether the candidate is qualified to serve on the Board based on the qualitative standards described above. To be considered by the Nominating and Corporate Governance Committee, a stockholder who wishes to recommend a director nominee must deliver or send by first class U.S. mail a written notice addressed to Alexandros Aldous, General Counsel, and Corporate Secretary and Chief Government Relations Officer, The Chefs’ Warehouse, Inc., 100 East Ridge Road, Ridgefield, Connecticut 06877. The written notice must be received by our corporate secretary not less than 90 days nor more than 120 days prior to the date of the annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or delayed by more than 60 days after the anniversary date of the last annual meeting of stockholders, notice by the stockholder in order to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was first made.

The notice to our corporate secretary must include the information specified in our bylaws, including the following: (a) as to each proposed nominee (i) the name, age, business address and, if known, residence address of each such nominee, (ii) the principal occupation or employment of each such nominee, (iii) the class or series and number of our shares whichthat are owned beneficially or of record by each such nominee, (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to be named as a nominee and to serve as a director if elected), and (v) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under the SEC’s Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and record address of such stockholder, as it appears on the Company’s books, and of such beneficial owner, if applicable, and of their respective affiliates or associates or others acting in concert therewith, (ii)(A) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder and such beneficial owner, as applicable, and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise, and without regard of whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any class or series of shares of the Company, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Company owned beneficially by such stockholder that are separated or separable from the underlying shares of the Company, (F) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general

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partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Company, any affiliate of the Company or any principal competitor of the Company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (iii) a description of all arrangements or understandings between such stockholder and/or beneficial owner, if applicable, and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the SEC’s Regulation 14A under the Exchange Act. We may require any proposed nominee to furnish such other information as may be reasonably required by the Nominating and Corporate Governance Committee to determine the eligibility of such proposed nominee to serve as a member of the Board.

Board Meetings

During the fiscal year ended December 25, 2015,2019, the Board met nine (9)six (6) times, six (6)four (4) times in person and three (3)two (2) times telephonically. Following fourthree of the sixfour in-person meetings of the Board, the independent directors met in executive session without the presence of management. All directors attended at least 75% of the aggregate meetings of the Board and of the committees on which they served in fiscal year 2015.2019. We encourage each member of the Board to attend our annual meetings of stockholders. All of the members of our Board at the time of our 20152019 annual meeting of stockholders attended the 20152019 annual meeting either in personof stockholders in-person or via internetInternet participation.

Committees of the Board of Directors

The Board currently has a Compensation Committee, an Audit Committee and a Nominating and Corporate Governance Committee. Upon recommendation of the Nominating and Corporate Governance Committee, the full Board appoints members of each of those committees and designates the chairperson of each of those committees.

Compensation Committee. The Compensation Committee evaluates and establishes the compensation of our executive officers. The Compensation Committee also establishes or approves all policies and procedures related to our incentive compensation programs, approves compensation levels and opportunities for our CEO and other executive officers, administers our incentive plans, including ourThe Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan (“2011 Equity Incentive Plan”), The Chefs’ Warehouse, Inc. 2019 Omnibus Equity Incentive Plan (“2019 Equity Incentive Plan”), and annual cash incentive compensation plans.plans, oversees programs designed to promote equal opportunity and diversity and makes recommendations to the full Board regarding long-term leadership succession. For a description of the role of the Compensation Committee, its consultants and management in setting compensation, please see “EXECUTIVE COMPENSATION—COMPENSATION - Compensation Discussion and Analysis.” The Compensation Committee also approves our compensation discussion and analysis included in our annual proxy statements.

The agenda for meetings of the Compensation Committee is determined by its chairman with the assistance of our chief executive officer, general counsel and chief human resources officer. Compensation Committee meetings are regularly attended by the chief executive officer and chairman of the Board, general counsel and chief human resources officer and general counsel (except during deliberations and voting regarding such named executive officers’ compensation). At certain meetings during fiscal 2015, the Compensation Committee met in executive session without any member of management present. The chairman of the Compensation Committee reports the Compensation Committee’s recommendations on executive compensation to the Board. Independent advisors and the Company’s finance, human resources and legal departments support the Compensation Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Compensation Committee has authority under its charter to retain, approve fees for and terminate advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.

The Compensation Committee’s charter is available on our website, www.chefswarehouse.com, by clicking on “Investors,” then clicking on “Corporate Governance,” then clicking on “Overview,” and then clicking on “Compensation and Human Capital Committee Charter.” The Compensation Committee held nine (9)seven (7) meetings during fiscal 2015.2019. The current members of the Compensation Committee that are Alannominated for election at the Annual Meeting are Mr. Guarino (chairman), John A. CouriMr. Cerbone, Mr. Cugine, and Joseph Cugine,Ms. Oliver, each of whom is an independent director.

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Audit Committee. The Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is responsible for overseeing management’s maintenance of the reliability and integrity of our accounting policies and financial reporting and our disclosure practices;practices, overseeing management’s establishment and maintenance of processes to assure that an adequate system of internal control is functioning and to assure our compliance with all applicable laws, regulations and corporate policies;policies, reviewing the performance of our independent registered public accounting firm;firm and making decisions regarding the appointment or termination of our independent registered public accounting firm and considering and approving any non-audit services proposed to be performed by the independent registered public accounting firm. Among the Audit Committee’s duties are review of the results and scope of the audit and other services provided by our independent registered public accounting firm.

The Audit Committee’s charter is available on our website, www.chefswarehouse.com, by clicking on “Investors,” then clicking on “Corporate Governance,” then clicking on “Overview,” and then clicking on “Audit Committee Charter.” The Audit Committee held seven (7)eight (8) meetings during fiscal 2015.2019. The current members of the Audit Committee nominated for election at the Annual Meeting are DominickMr. Cerbone (chairman), JosephMr. Cugine, and StephenMr. Hanson, each of whom is an independent director. The Board has determined that Mr. Cerbone who is an “independent director”director,” as such term is defined in the NASDAQ Listing Rules, and is also an “audit committee financial expert”expert,” as defined by the rules and regulations of the SEC. For more information regarding the qualifications and experience of Mr. Cerbone, see “Proposal“Proposal 1 –- Election of Directors –- Directors and Nominees for Director – Dominick Cerbone”” on page 1715 of this proxy statement.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee of the Board is responsible for developing, reviewing and recommending to the Board for adoption our Corporate Governance Guidelines;Guidelines, identifying and nominating candidates for election to the Board;Board, assessing and making recommendations to the Board regarding the size and composition of the Board and the size, composition, scope of authority, responsibilities, and reporting obligations of each of the Board’s committees;committees, assisting the Board in conducting performance reviews of the Board and its committees;committees and formulating and assessing our senior management succession plans with our chief executive officer and chairman of the Board. For additional information regarding the director nomination process undertaken by the Nominating and Corporate Governance Committee, see “CORPORATE GOVERNANCE—GOVERNANCE - Nomination of Directors.”

The Nominating and Corporate Governance Committee’s charter is available on our website, www.chefswarehouse.com, by clicking on “Investors,” then clicking on “Corporate Governance,” then clicking on “Overview,” and then clicking on “Nominating and Corporate Governance Committee Charter.” The Nominating and Corporate Governance Committee held four (4) meetings during fiscal 2015.2019. The current members of the Nominating and Corporate Governance Committee that are John A. Courinominated for election at the Annual Meeting are Mr. Cugine (chairman), AlanMr. Goldstone, Mr. Guarino, Mr. Hanson and Stephen Hanson,Ms. Oliver, each of whom is an independent director.

Compensation Committee Interlocks and Insider Participation

The current members of our Compensation Committee are Messrs. Cerbone, Cugine and Guarino Couri and Cugine.Ms. Oliver. All members of the Compensation Committee are “independent directors” within the meaning of the NASDAQ Listing Rules and no member is an employee or former employee of the Company. During fiscal 2015,2019, no member of the Compensation Committee had any relationship requiring disclosure under the section “CORPORATE GOVERNANCE—GOVERNANCE - Certain Relationships and Related Transactions.” None of our executive officers served during fiscal 20152019 as a member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director on the Board or as a member of the Compensation Committee. None of our executive officers served during fiscal 20152019 as a director of any other entity, one of whose executive officers served as a director on the Board or as a member of the Compensation Committee.

Communication with the Board of Directors

Our stockholders may communicate directly with the Board. All communications should be in written form and directed to Alexandros Aldous, General Counsel, and Corporate Secretary and Chief Government Relations Officer, The Chefs’ Warehouse, Inc., 100 East Ridge Road, Ridgefield, Connecticut 06877. Communications should be enclosed in a sealed envelope that prominently indicates that it is intended for the Board. Each communication intended for the Board and received by the corporate secretary that is related to our operations and is relevant to a specific director’s service on the Board will, following its clearance through normal review and appropriate security procedures, be forwarded to our independent lead directorLead Director for review and approval and then, upon approval, to the specified party.

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PROPOSAL 1—ELECTION OF DIRECTORS

Directors and Nominees for Director

Currently, the Board is comprised of teneight directors, all of whom are elected annually. The term of each current director will expire at the Annual Meeting. Each of our current directorsMr. Cerbone, Mr. Cugine, Mr. Goldstone, Mr. Guarino, Mr. Hanson, Ms. Oliver, Mr. C. Pappas, and Mr. J. Pappas has been nominated to stand for re-election as a director at the Annual Meeting to hold office until the next annual meeting of stockholders to be held in 20162021 and until his or her successor is elected and qualified. Each nominee has indicated his or her willingness to serve, if elected. If any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. We have no reason to believe any of the nominees will be unable to serve if elected.

We have described below information concerning the business experience and qualifications of each of our incumbent directors.

The Board unanimously recommends that stockholders vote “FOR” each of the director nominees. Proxies received by the Board will be voted “FOR” each of the nominees unless a contrary choice is specified in the proxy.

The following is certain information regarding each of the director nominees:

Christopher Pappas, age 56,60, is our founder and has served as our chief executive officer since 1985 and has been a director on our boardBoard and our boardBoard chairman since our IPO, and he also served as a director and the chairman of the board of our predecessor company, Chefs’ Warehouse Holdings, LLC. He has been our president since April 11, 2009 and before that was our president from our formation to January 1, 2007. Prior to founding our company,the Company, Mr. C. Pappas played basketball professionally in Europe for several years following his graduation from Adelphi University in 1981 with a Bachelor of Arts degree in Business Administration. Mr. C. Pappas currently oversees all of our business activities, with a focus on product procurement, sales, marketing, strategy development, business development and operations. Mr. C. Pappas’sPappas currently serves on the board of directors of the International Foodservice Distributors Association and the Hudson National Golf Club, respectively. Mr. C. Pappas’ qualifications to serve on theour Board include his extensive knowledge of our companythe Company and the specialty food products distribution business and his years of leadership at the Company.

John Pappas, age 52,56, is a founder of our companythe Company and currently serves as our vice chairman, a position he has held since March 1, 2011. From our founding in 1985 to March 1, 2011, he served as our chief operating officer. Mr. J. Pappas has been a director on our boardBoard since our IPO, and he also served as a director on the board of our predecessor company, Chefs’ Warehouse Holdings, LLC. He has over 2530 years of leadership experience in logistics, facility management and global procurement and oversees our entire network of distribution centers in North America. Mr. J. Pappas is also active in the development of our corporate strategy. Mr. J. Pappas’sPappas’ qualifications to serve on theour Board include his extensive knowledge of our companythe Company and the specialty food products distribution industry and his years of leadership at the Company.

John DeBenedettiDominick Cerbone, age 42, currently serves as our Executive Vice President of Protein, a position he has held since our acquisition of Del Monte on April 6, 2015, and he has served as a director on our Board of Directors since May 15, 2015. From 1998 to April 6, 2015, Mr. DeBenedetti served as President and CEO of Del Monte Meat Co. and Ports Seafood. Throughout his career, Mr. DeBenedetti has been extremely active in the foodservice industry, including serving for two consecutive appointments as Chairman and President of the North American Meat Processors Association (North American Meat Institute), and on various committees, while serving as Chairman of the meat industry’s Meat Buyer’s Guide. Mr. DeBenedetti earned a Bachelor’s of Science degree from the University of Southern California in Entrepreneurial Studies in 1995. Mr. DeBenedetti’s qualifications to serve on the Board include his more than 20 years of experience in the protein processing and distribution industry, as well as his leadership experience with Del Monte Meat Co. and Ports Seafood.

Dominick Cerbone, age 71,75, has been a director on our boardBoard since May 24, 2012. Mr. Cerbone brings over 40 years of financial and accounting experience, which have all been spent at Ernst & Young. Most recently, he was a senior partner and consultant of the national office of Ernst & Young from 2006 to 2008. Prior to that position, Mr. Cerbone was a senior partner of transaction advisory services for Ernst & Young from 1990 to 2005, where he was responsible for structuring, negotiating, facilitating, and integrating business transactions involving global public and private entities in numerous diversified industries. Other positions held at Ernst & Young include cross-border market leader of the transaction advisory services department, a partner of the audit practice and managing partner of the Stamford, CTConnecticut office. Mr. Cerbone is a certified public accountant and a member of the American Institute of Certified Public Accountants and the Connecticut Society of Certified Public Accountants. Mr. Cerbone holds a Bachelor of Business Administration degree, with a major in Accounting, from Iona College. Mr. Cerbone’s qualifications to serve on our boardBoard include his extensive background and experience in accounting. Furthermore, he qualifies as ouran “audit committee financial expert,” as such term is defined in the rules and regulations of the SEC.SEC, for our Audit Committee.

John A. CouriJoseph Cugine, age 74,59, has been a director on our board since our IPO, and he also served as a director on the board of our predecessor company, Chefs’ Warehouse Holdings, LLC. Mr. Couri is the president of Couri Foundation, Inc., which was founded in 1988 to operate youth programs for underprivileged children; the president of the Hammond Street Senior Center Foundation, Inc., which operates a senior center in Bangor, Maine; and the president of Founders Hall Foundation, Inc., which is a donor-supported education and recreation center for senior citizens in the Ridgefield, Connecticut area. In 1983, Mr. Couri co-founded Duty Free International (DFI), a New York Stock Exchange-listed public company, now Duty Free Americas, and served as president and chief executive officer of that company until it was sold to BAA in 1997. Mr. Couri served as a member of the Listed Company Advisory Board of the New York Stock Exchange from January 1993 to December 1995 and served as chairman of the Board of Trustees of Syracuse University from May 2004 to May 2008. Mr. Couri holds a Bachelor of Arts degree in Economics, with a minor in Business, from Syracuse University and received an honorary doctorate degree from Syracuse University in 2008. Mr. Couri’s qualifications to serve on the Board include his experiences as having been a founder, president and chief executive officer of a publicly-traded company, his expertise involving listed companies and his understanding of corporate finance matters.

Joseph Cugine, age 55, has been a director on our board since September 7, 2012. He is currently the president of BarFresh Food Group, Inc. (“BarFresh”), a publicly-traded manufacturer of pre-packaged all naturalall-natural blended beverages;beverages and the owner and partner of Cugine Foods,CKA Management, which owns and manages 70 Wendy’s and Taco Bell restaurant franchises in New York; and co-founder and partner of a multi-unit restaurant and real estate holding company in New Jersey.the tri-state area. Previously, Mr. Cugine was the president and co-owner of Argo Tea, a retail and wholesale tea company based in Chicago, from 2011-2014, and, prior to that, was chief customer officer and senior vice president of PepsiCo Foodservice division from 2004-2010. Prior to that role he held a series of general manager and sales leadership roles throughout PepsiCo

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and Procter & Gamble. Mr. Cugine serves as a member of the board of directors of BarFresh, R4 Technology, the Elliot Group and is currently President of the Ridgefield Playhouse in Ridgefield, Connecticut.board. Mr. Cugine’s qualifications to serve on theour Board include his more than 25 years of experience in the food distribution industry, as well as his general business and investing background.

Steven F. Goldstone,age 69,74, has been a director on our boardBoard since March 7, 2016. Mr. Goldstone is the Lead Director of Greenhill & Co. Previously, Mr. Goldstone was the non-executive chairman of ConAgra Foods, Inc. one of the largest manufacturers of packaged food products in the US, as well as Greenhill & Co.US. He has also previously been a director of two other New York Stock Exchange firms, American Standard Companies and Merck & Company, Inc. From 1995 to 2000, Mr. Goldstone was chairman and chief executive officer of RJR Nabisco, Inc. one of the world’s largest consumer product companies. Prior to joining RJR Nabisco, Inc., Mr. Goldstone was a partner in the New York City law firm of Davis Polk & Wardwell.Wardwell (“Davis Polk”). As a Davis Polk partner from 1978 to 1995, Mr. Goldstone advised corporate clients on many of the largest national and international mergers and acquisitions transactions and securities matters of the day. Mr. Goldstone currently manages Silver Spring Group, a private investment firm. Mr. Goldstone is a graduate of the University of Pennsylvania and attended New York University School of Law. Mr. Goldstone’s qualifications to serve on theour Board include his more than 30 years of experience in leadership positions, his knowledge of the food industry, and his corporate governance expertise.

Alan Guarino, age 56,60, has been a director on our boardBoard since November 7, 2012. Mr. Guarino brings over 24 years of global recruiting and talent management experience to our board.Board. Currently, Mr. Guarino is the vice chairman of Global Financial Markets at Korn Korn/Ferry International after having served as the global sector leader of FinTech, Electronic Trading, and Transaction Services at Korn Korn/Ferry International from 2007 until April 2012. He also serves as a senior partner in the Board Services and CEO practice of Korn Korn/Ferry International. Mr. Guarino also serves as a member of the board of directors of the Army Science Board and co-chairman of the board of directors of the Saint Pio Foundation 501(c)(3). In 1993, Mr. Guarino launched the start-up company Cornell International that grew into a top ranked firm engaged in retained executive search and strategic human resource consulting on Wall Street and was sold to Adecco in March of 2007. Prior to that role, he served as chief operating officer of Career Directions, a regional staffing firm;firm, as a department head in Global Securities Processing at The Bank of New York;York and as a captain in the U.S. Army. From October 2014 through September 23, 2015, Mr. Guarino served on the board of directors of Liquid Holdings Group, Inc., a publicly-traded company which provides proprietary cloud-based trading and portfolio management solutions. During his term, Mr. Guarino also served as a member of that company’s compensation committee. Mr. Guarino’s qualifications to serve on theour Board include his extensive knowledge of human resources, compensation matters and organizational development.

Stephen Hanson, age 66,70, has been a director on our boardBoard since July 27, 2011. He was the founder of B.R. Guest Restaurants, a New York multi-concept operator that began with one restaurant in 1987 and has since expanded to over 2042 properties in New York City, Las Vegas and Florida. Mr. Hanson was also the president of B.R. Guest Restaurants until his retirement in December 2013. Mr. Hanson is a member of the Department of Consumer Affairs’ Consumers Council for New York City, a position he has held since January 2011. He also sits on the boardsboard of directors for Publicolor, a not-for-profit organization that uses color, collaboration, design and the painting process to empower students to transform themselves, their schools and their communities, and City Harvest,communities. Mr. Hanson was previously a not-for-profit organization dedicated to ending hunger inmember of the Department of Consumer Affairs’ Consumers Council for New York City. Mr. Hanson earned a business degree from New York University’s Stern School of Business in 1976. Mr. Hanson’s qualifications to serve on theour Board include his more than twenty30 years of experience in the restaurant industry, as well as his general business and investing background.

Katherine Oliver, age 53,57, has been a director on our boardBoard since November 3, 2015. Ms. Oliver brings over 25 years of media and entertainment experience to her appointment. She is known for her innovative branding strategies, business development expertise, creativity, and an unparalleled understanding and commitment to customer service. Ms. Oliver is a founding Principal at the global philanthropic consulting firm Bloomberg Associates, which was established by former New York City Mayor Michael Bloomberg to help improve the lives of citizens in cities around the world. Ms. Oliver oversees the media and technology portfolio, advising mayors and international civic leaders on economic development and public communications strategies and helping them harness the power of media and technology to improve government services. Ms. Oliver also advises a diverse range of corporate, cultural and non-profit organizations, including Bloomberg L.P., on cutting-edge content creation and marketing strategies. Ms. Oliver also sits on the board of directors for 1-800-Flowers.com, Inc. From 2002 to 2013, Ms. Oliver served under Mayor Bloomberg as New York City’s Commissioner of Media & Entertainment Media & Entertainment. During her tenure, New York’s media and entertainment industry saw its strongest growth in history, supporting 130,000 jobs and generating direct spending of $7.1 billion annually. Prior to her appointment as Commissioner, Ms. Oliver was the General Manager of Bloomberg Radio & Television. Ms. Oliver’s qualifications to serve on our Board include her extensive knowledge of branding, content creation, and marketing strategy.

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Vote Required

The

An affirmative vote of a pluralitymajority of the shares of our common stock represented at the Annual Meeting in person (including by webcast) or by properly executed proxy and entitled to votevotes cast on Proposal 1 is required to approve the election of each of the nominees for election as a director.  All nominees for election as directors atA “majority of votes cast” means that the Annual Meeting currently servenumber of shares voted “for” a director nominee must exceed the number of votes cast “against” that director nominee’s election.  Abstentions and broker non-votes will have no effect on the Board.Proposal 1 because they are not considered votes cast. If no voting specification is made on a properly returned or voted proxy card, the proxy cardproxies will vote FOR the election of DominickMr. Cerbone, John A. Couri, JosephMr. Cugine, John DeBenedetti, StevenMr. Goldstone, AlanMr. Guarino, StephenMr. Hanson, KatherineMs. Oliver, ChristopherMr. C. Pappas, and JohnMr. J. Pappas as directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. Broker non-votes will

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EXECUTIVE COMPENSATION

Executive Summary

Our performance in 2019 demonstrates our continued progress in establishing ourselves as the premier purveyor of specialty ingredients and specialty center-of-the-plate to over 34,000 high end independently owned restaurants, hotels, country clubs and gourmet food stores in key culinary markets across North America.

Among our 2019 achievements, we acquired substantially all of the assets of Bassian Farms, Inc., a specialty protein processor and distributor based in San Jose, California and servicing Northern California, enhancing our specialty center-of-the-plate offering, expert workforce and distinguished clientele, and contributing to our 10.2% increase in net sales for fiscal 2019 to approximately $1.59 billion (from approximately $1.44 billion last year).

Our Board credits the leadership of Christopher Pappas and our other named executive officers for contributing to our 2019 achievements, along with:

working cohesively to effectively manage the Company;

fostering our entrepreneurial and innovative workplace culture while maintaining our commitment to act with integrity and respect; and

providing their strategic vision.

We emphasize a pay for performance culture and our 2019 pay decisions were based on a set of ambitious performance targets. While certain of these performance targets were achieved, not all were achieved to the level we push ourselves to perform at. In light of these results, the performance-based restricted stock awarded for the performance period of 2017-2019 vested and each of our named executive officers earned a cash incentive bonus award distribution at approximately 49% of target under our 2019 cash incentive plan, which was paid by the Company in 2020 through a grant of time-vesting restricted stock.

Our named executive officers are dedicated to the long-term objectives of the Company. As we begin 2020, in light of the significant impact on the global economy, and the food service industry in particular, from the effects of COVID-19 novel coronavirus, we have no effecttaken measures with respect to evaluating our cost structure including consideration of compensation and retention to ensure the Company is well positioned in the long-term to continue to focus on Proposal 1 because they are not considered votes cast.

our key strategies of increasing penetration with our existing customer base, maintaining and expanding our customer base in key culinary markets, pursuing selective acquisitions and improving our operating margins.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This compensation discussion and analysis discusses the objectives and elements of our compensation programs and the compensation awarded to our named executive officers in the 2015 fiscal year.2019. This information should be read in conjunction with the Summary Compensation Table and the related tables and narratives that follow this compensation discussion and analysis. For fiscal 2015,2019, the following individuals wereare our named executive officers:

	●	Christopher Pappas, our chairman, president and chief executive officer;
	●	John Pappas, our vice chairman;
	●	John Austin, our chief financial officer;
	●	Alexandros Aldous, our general counsel and corporate secretary; and
	●	Patricia Lecouras, our chief human resources officer.

Mr. C. Pappas, our chairman, president and chief executive officer;

Mr. J. Pappas, our vice chairman;

Mr. Leddy, our chief financial officer;

Mr. Aldous, our general counsel, corporate secretary and chief government relations officer; and

Ms. Lecouras, our chief human resources officer.

Overview of Compensation Process

The Compensation Committee of our board of directorsBoard consists solely of directors who are “independent” under the rules and regulations of the SEC and NASDAQ. The Compensation Committee has overall responsibility for the compensation program for our executive officers, including our named executive officers. For fiscal 2015,2019, the Compensation Committee engaged a compensation consultant, Hay Group,Frederic W. Cook & Co. (“FW Cook”), to help it in establishingassessing executive officer and director compensation for fiscal 2015.

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compensation. A representative of Hay GroupFW Cook attended Compensation Committee meetings when requested, reviewed compensation data with the Compensation Committee, and participated in general discussions regarding executive compensation issues. The Compensation Committee authorized Hay GroupFW Cook to interact with management on behalf of the Compensation Committee as needed in connection with advising the Compensation Committee. While the Compensation Committee considered input from Hay Group,FW Cook, the Compensation Committee’s decisions ultimately reflect many factors and considerations.

Prior to the start of and during

For fiscal 2015,2019, the Compensation Committee reviewed the independence of Hay GroupFW Cook pursuant to SEC rules and the NASDAQ Listing Rules and concluded that Hay GroupFW Cook was independent and that its work for the Compensation Committee did not raise any conflict of interest. During calendar 2015, Hay Group was acquired by Korn Ferry. Alan Guarino, one of our directors and the chair of our Compensation Committee, is the vice chairman of Global Financial Markets at Korn Ferry International. In view of Hay Group’s acquisition by Korn Ferry, the Compensation Committee determined that it would no longer be appropriate for Hay Group to act as the consultant to the Compensation Committee and, effective December 1, 2015, the Committee engaged Frederic W. Cook & Co. as its new compensation consultant.

The Compensation Committee typically meets during the first quarter of aeach fiscal year to set compensation for that fiscal year.year and did so in the first quarter of fiscal 2019. For fiscal 2015, Hay Group2019, FW Cook and management played integral roles in the compensation-setting process. The Compensation Committee actively worked with Hay GroupFW Cook to formulate compensation decisions for our chief executive officer. Management, with input from Hay Group,FW Cook, made recommendations to the Compensation Committee for the rest of the executive officers. Management’s and Hay Group’s recommendationsRecommendations were accompanied by competitive market data from the peer groups established by the Compensation Committee based on recommendations from Hay Group.FW Cook. This peer group analysis is discussed in further detail in the subsection “—“EXECUTIVE COMPENSATION -Compensation Discussion and Analysis - Competitive Marketplace Assessment”.

Assessment.”

In setting fiscal 20152019 compensation for our named executive officers, the Compensation Committee, following discussions with management and Hay Group,FW Cook, considered the compensation practices of the companies within our peer groups, our operating performance in fiscal 20142018 and each of our named executive officer’s performance of his or her duties in fiscal 2014.2018. Our chief executive officer was not present when the Compensation Committee deliberated or voted on his fiscal 2015 compensation package.

compensation.

2015 Non-Binding, Advisory Say-on-Pay Proposal

Components of Fiscal 2015 Compensation for Our Named Executive Officers

Officer Compensation

Performance-Based,

In order for Mr. Austin, Mr. Aldous and Ms. Lecouras to earn any annual incentive payout tied to individual performance goals, we had to achieve at least the threshold level of both revenue and AEBITDA.

Fiscal 2015 Results and Payouts

No award distributions were to be made under the 20152019 Plan unless we achieved either AEBITDA of equal to or above $66.5$83.0 million or revenue of equal to or above $950$1,500 million for fiscal 2015, excluding, in2019.

Transaction Bonus

On April 6, 2015, we successfully completed the acquisition of Del Monte. Upon closing of the transaction, the Compensation Committee awarded special transaction bonuses to our named executive officers in recognition of their efforts in connection with the acquisition. The special transaction bonuses were paid in cash or common stock as follows: Mr. C. Pappas -- $1,000,000 (cash); Mr. J. Pappas -- $350,000 (cash); Mr. Austin -- $500,000 (common stock); Mr. Aldous -- $500,000 (common stock); Ms. Lecouras -- $100,000 (common stock). With respect to the common stock awards for Messrs. Austin and Aldous, though fully vested, one-half of the shares are generally subject to transfer restrictions until the second anniversary of the closing of the acquisition, and the remaining one-half of the shares will be subject to transfer restrictions until the fourth anniversary of the closing of the acquisition, in each case, net of shares withheld for taxes.

(1)

The amounts reflect the grant date value of the grant of time-vesting restricted stock, which will vest 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date, subject to the restrictions and terms set forth in the respective time-based restricted share award agreements. These time-based restricted share award agreements are generally consistent with the terms of, and have the same restrictions as, the time-based restricted share awards granted to the named executive officers in fiscal 2019, other than (i) the vesting provisions described above, (ii) pro-rata vesting of any unvested shares if the named executive officer resigns for good reason or the employment ends as a result of death or disability, (iii) full vesting of any unvested shares if the named executive officer is terminated without cause, and (iv) forfeiture of the award if the named executive officer does not timely file a Section 83(b) election.

Employment Agreements, Offer Letters and Severance Benefits

Christopher Pappas’s Employment Agreement.

We entered into an employment agreement with Christopher Pappas on August 2, 2011, immediately prior to the consummation of our IPO. Mr. C. Pappas’s employment agreement has a three-year term and provides for the automatic extension of the term for successive one-year terms unless either party to the agreement elects not to renew the agreement at least 60 days prior to the end of the term. The agreement provides for an annual base salary of $750,000, an annual cash bonus opportunity to be determined by the Board (or a committee thereof) and the right to participate in our equity-based incentive plans. Additionally, the agreement provides for four weeks of paid vacation annually, a monthly car allowance of $2,000 and participation in our employee benefit plans and programs for salaried employees to the extent permissible under such plans or programs.

The agreement also provides for severance benefits if Mr. C. Pappas is terminated by us without cause, pursuant to which he would receive the continued payment of base salary for one year from the date of termination and the right to receive any bonus that has been earned but remains unpaid on the date of termination; provided, however, that any severance or benefits payable to Mr. C. Pappas in the event of a change in control of the Company shall be determined in accordance with the Executive Change in Control (“CIC”) Plan. Mr. C. Pappas’s employment agreement also includes a non-competition and non-solicitation provision, pursuant to which Mr. C. Pappas agrees, among other things, that for one year following the termination of his employment with us, he will not (i) compete with us or our subsidiaries; (ii) induce a customer or supplier of ours to cease doing business with us; or (iii) induce an employee of ours to leave our employ. For purposes of Mr. C. Pappas’s employment agreement, “cause” is defined as (i) engaging in willful misconduct that is injurious to our company or our affiliates or (ii) the embezzlement or misappropriation of our, or our affiliates’, funds or property; however, that no act, or failure to act, is to be considered “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of our company.

John Pappas’s Employment Agreement.

We entered into an employment agreement with John Pappas on January 12, 2012. Mr. J. Pappas’s employment agreement has a three-year term and provides for the automatic extension of the term for successive one-year terms unless either party to the agreement elects not to renew the agreement at least 60 days prior to the end of the term. The agreement provides for an annual base salary of $250,000 (increased to $350,000 in February 2015), an annual cash bonus opportunity to be determined by the Board (or a committee thereof) and the right to participate in our equity-based incentive plans. Additionally, the agreement provides for four weeks of paid vacation annually, a monthly car allowance of $2,000 and participation in our employee benefit plans and programs for salaried employees to the extent permissible under such plans or programs.

The agreement also provides for severance benefits if Mr. J. Pappas is terminated by us without cause, pursuant to which he would receive the continued payment of base salary for one year from the date of termination and the right to receive any bonus that has been earned but remains unpaid on the date of termination; provided, however, that any severance or benefits payable to Mr. J. Pappas in the event of a change in control of the Company shall be determined in accordance with the Executive CIC Plan. Mr. J. Pappas’s employment agreement also includes a non-competition and non-solicitation provision identical to the corresponding provision in the employment agreement with Mr. C. Pappas. For purposes of Mr. J. Pappas’s employment agreement, “cause” is defined in the same manner as in the employment agreement with Mr. C. Pappas.

Offer Letters and Other Severance Benefits.

John Austin

The terms of John Austin’s employment are described in an offer letter dated May 29, 2012 provided to him by the Company. This offer letter sets forth that Mr. Austin’s employment with the Company is at-will and either party can terminate the relationship at any time with or without “cause” and with or without notice. Pursuant to the terms of the offer letter, Mr. Austin received the following compensation and benefits: (i) an annual base salary of $290,000 (subject to adjustment in the discretion of the Compensation Committee or the Board), which subsequently has been increased, most recently to $350,000 in February 2015; (ii) participation in an annual cash incentive program; (iii) participation in the Company’s 2011 Incentive Plan; (iv) temporary travel, living and relocation expense reimbursement; (v) eligibility to participate in all employee benefit plans or programs of the Company available to salaried employees and/or executive officers; and (vi) four weeks of vacation annually. Additionally, pursuant to the terms of Mr. Austin’s offer letter and a time-based vesting restricted share award agreement entered into between Mr. Austin and us, Mr. Austin received a one-time sign-on bonus equal to 100,000 restricted shares of the Company’s common stock, which will vest in equal one-fifth increments as of the first through fifth anniversary dates of the commencement of Mr. Austin’s employment with us.

If the Company terminates Mr. Austin’s employment without “cause” (as defined in the offer letter), Mr. Austin will be entitled to receive his then current base salary for a period of twelve months following such termination, provided that any severance or benefits payable to Mr. Austin in the event that his employment is terminated by the Company without “cause” (as defined in the Executive CIC Plan) or by Mr. Austin for “good reason” (as defined in the Executive CIC Plan) within two years following a change in control of the Company shall be determined in accordance with the Executive CIC Plan.

Alexandros Aldous

The terms of Alexandros Aldous’s employment are described in an offer letter dated February 11, 2011, provided to him by the Company. This offer letter has no specific term and provides that Mr. Aldous is an at-will employee. Mr. Aldous’s annual base salary under the offer letter was $155,000, and his base salary subsequently has been increased several times, most recently to $300,000 in February 2015. Under his offer letter, Mr. Aldous was initially eligible to participate in our annual, performance-based cash incentive program at a target401(k) defined contribution plan. We make matching contributions for each of 25% of his annual base salary. The Compensation Committee subsequently increased his target under the annual, performance-based cash incentive program to 35% of his annual base salary for fiscal 2012, and then further increased the target to 50% of his annual base salary startingour employees, including our named executive officers, in fiscal 2013.

In August 2014, Mr. Aldous entered into a severance agreement with the Company whereby Mr. Aldous is entitled to receive an amount equal to twelve months50% of his base salary as in effect asany employee contributions up to 6% of the dateemployee’s salary, with a maximum matching contribution of the severance agreement$2,500.

The Compensation Committee reviewed the Executive CIC Plan with the assistance of the Hay Group to evaluate its effectiveness and competitiveness. This review resulted in the plan design described above. The amounts payable under the Executive CIC Plan to each named executive officer and under various other termination scenarios are set forth in greater detail within the section captioned “COMPENSATION—Change in Control and Termination Pay Tables” below.

2016 Compensation of Named Executive Officers

For fiscal 2016, the annual base salaries of our named executive officers were adjusted as shown in the following table. These increasesIn addition to the base salary are based on market increases, peer group comparisons and individual performance in fiscal 2015.

Each of our named executive officers will also be eligible to receive performance-based cash incentive payments in the first quarter of 2017 under our 2016 Cash Incentive Plan (the “2016 Plan”) upon the Company’s achievement of performance targets related to our fiscal 2016 revenues and AEBITDA, and, in the case of Mr. Austin, Mr. Aldous and Ms. Lecouras, upon the individual’s achievement of certain individual performance goals. The bonus for Mr. C. Pappas and Mr. J. Pappas under the 2016 Plan will be determined entirely based on the attainment of the corporate goals (revenues and AEBITDA); the bonus for our other named executive officers will be determined 75% based on the attainment of the corporate goals and 25% based on the attainment of individual performance goals, subject to the achievement of a separate, minimum AEBITDA threshold. The corporate goals will be equally weighted. The revenue and AEBITDA targets will be adjusted to reflect new acquisitions and give effect to the other exclusions and adjustments specifically identified in the 2016 Plan. The AEBITDA target will exclude certain one-time costs (including asset write-downs, litigation judgments or settlements, and expenses related to the consummation and integration of business acquisitions, among others). The payout range for awards under our 2016 Plan, expressed as a percentage of target, is 0% to 150% with respect to the corporate goals and 0% to 100% with respect to individual goals. For corporate goals, below-threshold performance on either financial measure (revenues or AEBITDA) will limit the payout for the other measure to 100% of target.

In the first quarter of 2016, the Compensation Committee, consistent fiscal 2015, made ordinary course long-term incentive awards consisting of time-based restricted stock and performance-based restricted stock to our named executive officers other than Mr. C. Pappas and Mr. J. Pappas. For 2016, the two forms of award were weighted equally. As was the case with fiscal 2015 awards, performance-based restricted stock will be earned based on the achievement of an earnings per share target for the year of grant, and earned shares will thereafter vest on the first four anniversaries of the grant date. Fiscal 2016 performance-based restricted stock may be earned at a maximum rate of 150% of the target award, an increase from the maximum rate of 100% for the fiscal 2015 awards, to incentivize outperformance of targets. Allpreviously discussed equity incentive awards granted in 2016fiscal 2019, all equity incentive awards granted in fiscal 2020 also contain “double trigger” change in control provisions, so that in the event of a change in control vesting of the award is accelerated only if the executive experiences an involuntary termination of employment “without cause” or resigns for “good reason”.reason.” If a change in control occurs during the performance period for performance-based restricted stock, the award will be converted to time-based restricted stock based on target.

In the first quarter of 2016, the Compensation Committee also introduced a new performance-based program consisting of price-based stock options that were awarded