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1.	To elect Dominick Cerbone, 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 27, 2019;

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

4.	To approve our 2019 Omnibus Equity Incentive Plan included as Appendix A in the proxy statement that accompanies this notice; and

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

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•	FOR the election of Dominick Cerbone, 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);

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•	FOR the ratification of the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2019 (Proposal 2);

•	FOR the advisory vote on the compensation of our named executive officers as disclosed in this proxy statement (Proposal 3); and

•	FOR the approval of our 2019 Omnibus Equity Incentive Plan (Proposal 4).

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•	by voting at the Annual Meeting in person or via the Internet at www.virtualshareholdermeeting.com/chef19;

•	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.

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•	Any stockholder can attend the Annual Meeting live in person at our principal executive offices located at 100 East Ridge Road, Ridgefield, Connecticut 06877 or via the Internet at www.virtualshareholdermeeting.com/chef19.

•	The in-person meeting and webcast 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 in person and 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/chef19 until the sooner of May 17, 2020 or the date of the next annual meeting of stockholders to be held in 2020.

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(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 Virtus Investment Advisors, Inc. is 100 Pearl Street, 9th Floor, Hartford, Connecticut 06103. The address of Virtus Equity Trust is 101 Munson Street, Greenfield, Massachusetts 01301. The address of The Vanguard Group Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. The address of BlackRock Inc. is 55 East 52nd Street, New York, New York 10055. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(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 18, 2019 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) 49,307 shares of our common stock for which Mr. C. Pappas has all rights granted to a stockholder pursuant to a certain performance restricted share award agreement, dated March 5, 2018, including the right to vote such shares subject to certain restrictions in such performance share award agreement; (ii) 27,097 shares of our common stock for which Mr. J. Pappas has all rights granted to a stockholder pursuant to a certain performance restricted share award agreement, dated March 5, 2018, including the right to vote such shares subject to certain restrictions in such performance share award agreement; (iii) 27,374 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 6, 2017 and March 5, 2018, respectively, including the right to vote such shares subject to certain restrictions in such performance share award agreements; (iv) 21,761 shares of our common stock for which Ms. Lecouras has all the rights granted to a stockholder pursuant to certain performance restricted share award agreements, dated March 6, 2017 and March 5, 2018, respectively, including the right to vote such shares subject to certain restrictions in such performance share award agreements; (v) 18,188 shares of

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(3)

Does not include 620,000 shares of our common stock held by an irrevocable trust for the benefit of Mr. 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’ benefit or be distributed in the discharge of Mr. C. Pappas’ 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)

Does not include 620,000 shares of our common stock held by irrevocable trusts for the benefit of Mr. 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’ benefit or be distributed in the discharge of Mr. J. Pappas’ 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)	This group includes all of our current directors and executive officers as of the date of this table.

(6)

Kayne Anderson Rudnick Investment Management, LLC has sole power to vote or to direct the vote of 1,617,798 shares, sole power to dispose or to direct the disposition of 1,617,798 shares, shared power to vote or direct the vote of 2,803,111 shares and shared power to dispose or direct the disposition of 2,803,111 shares. The foregoing information is based solely on a Schedule 13G/A filed by Kayne Anderson Rudnick Investment Management, LLC with the SEC on February 12, 2019.

(7)	Virtus Investment Advisers, Inc. has shared power to vote or to direct the vote of 2,803,111 shares, and shared power to dispose or to direct the disposition of 2,803,111 shares. The foregoing information is based solely on a Schedule 13G/A filed by Virtus Investment Advisers, Inc. with the SEC on February 12, 2019.

(8)	Virtus Equity Trust, on behalf of Virtus KAR Small Cap Growth Fund, has shared power to vote or to direct the vote of 2,615,700 shares, and shared power to dispose or to direct the disposition of 2,615,700 shares. The foregoing information is based solely on a Schedule 13G/A filed by Virtus Equity Trust, on behalf of Virtus KAR Small Cap Growth Fund, with the SEC on February 12, 2019.

(9)

The Vanguard Group Inc. has sole power to vote or to direct the vote of 46,288 shares, sole power to dispose or to direct the disposition of 1,683,394 shares, shared power to vote or direct the vote of 2,200 shares and shared power to dispose or direct the disposition of 45,442 shares. The foregoing information is based solely on a Schedule 13G filed by The Vanguard Group Inc. with the SEC on February 11, 2019.

(10)	BlackRock, Inc. has the sole power to vote or direct the vote of 3,352,172 shares and sole power to dispose or to direct the disposition of 3,425,470 shares. The foregoing information is based solely on a Schedule 13G filed by BlackRock, Inc. with the SEC on January 24, 2019.

(11)

Dimensional Fund Advisors LP has the sole power to vote or direct the vote of 1,427,019 shares and sole power to dispose or to direct the disposition of 1,512,579 shares. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported herein are owned by the Funds and Dimensional Fund Advisors LP disclaims beneficial ownership of such securities. The foregoing information is based solely on a Schedule 13G filed by Dimensional Fund Advisors LP with the SEC on February 8, 2019.

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•

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.

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•	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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•	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.

•	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.

•	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.

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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.

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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

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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.

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•	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.

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•	aligns interests of our named executive officers with our business plans through the use of company-wide performance metrics based on those plans and long-term incentive programs with multi-year vesting to retain employees key to their implementation;

•	incentivizes achievement of annual financial, functional, and individual objectives; and

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

•	Company Type - The companies in the primary peer group are all publicly traded on a U.S. exchange.

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Size - Companies with revenues between approximately $520 million and approximately $3.25 billion were targeted for review as potential peers. This size range reflected our near-term aggressive growth plans and our need to recruit executive talent with larger company experience to aid us as we seek to achieve such growth. The Compensation Committee believed the Company and the primary peer group when selected were reasonably aligned from a financial size perspective, with the Company having a revenue ranking near the 75th percentile and EBITDA and market capitalization near the 25th percentile.

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Business - The companies in the primary peer group represent multiple industry segments, including packaged foods, non-food related specialty and online retailers, other non-food related wholesalers and distributors, and trucking and warehousing. The foodservice distribution industry is a highly fragmented industry with several very large national players and numerous small, privately-held local players; accordingly, it was necessary to select our primary peer group from various industry segments.

•	ISS Selection - For our primary peer group, we also considered companies listed in our ISS-selected peer group.

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•	A maximum payout equal to 200% of that portion of the officer’s target award based on the AEBIDTA corporate goal would be made for AEBIDTA of $82 million or more;

•	A payout equal to 100% of that portion of the officer’s target award based on the AEBIDTA corporate goal would be made for AEBIDTA of $78 million;

•	No payout on the portion of the officer’s target award based on the AEBIDTA corporate goal would be made for AEBITDA of less than $74 million; and

•	The payout percentage for AEBITDA between the amounts indicated above would be interpolated on a straight-line basis.

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•	A maximum payout equal to 200% of that portion of the officer’s target award based on the revenue corporate goal would be made for revenue of $1,480 million or more;

•	A payout equal to 100% of that portion of the officer’s target award based on the revenue corporate goal would be made for revenue of $1,435 million;

•	No payout for that portion of the officer’s target award based on the revenue corporate goal would be made for revenue of less than $1,400 million; and

•	The pay payout percentage for revenue between the amounts indicated above would be interpolated on a straight-line basis.

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•	Health Insurance. We provide each of our named executive officers and their spouses and children the same health, dental, and vision insurance coverage we make available to our other eligible employees. For our named executive officers, we pay both our portion and the executive’s portion of the premiums for these benefits.

•	Disability Insurance. We provide each of our named executive officers with short-term disability insurance.

•	Life Insurance. For each of our named executive officers, we pay the premiums for life insurance in an amount equal to their annual base salary, up to $300,000.

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Retirement Benefits. We do not provide pension arrangements or post-retirement health coverage for our named executive officers or employees; however, our named executive officers and other eligible employees are eligible to participate in our 401(k) defined contribution plan. We make matching contributions for each of our employees, including our named executive officers, in an amount equal to 50% of any employee contributions up to 6% of the employee’s salary, with a maximum matching contribution of $2,500.

•	Nonqualified Deferred Compensation. We do not currently provide any nonqualified defined contribution or other deferred compensation plans to any of our employees.

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(1)

Reflects the aggregate grant date fair value of our awards to certain of our named executive officers of restricted shares of our common stock and performance-based vesting restricted stock consistent with FASB Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“ASC Topic 718”). The grant date fair value for the awards of restricted stock was determined by taking the closing market price of the Company’s common stock on the date of grant (or the last day on which there was a closing market price of our common stock when grants were made on days when there was no trading in our common stock) and multiplying it by the number of shares awarded. The assumptions made, if any, when calculating the amounts in this column are found in Note 10 to the Consolidated Financial Statements of the Company, as filed with the SEC on Form 10-K for 2018. The grant date fair value for awards of performance-based restricted stock reflects payouts at “target” levels of performance. The amounts reported in the Summary Compensation Table for the performance-based vesting restricted stock are the values at the grant date under applicable accounting principles, which take into account the probable outcome of the performance conditions. Consequently, these values differ from the nominal amount of the awards made by the Compensation Committee, which is divided by the Company’s common stock price as determined on the grant date to yield a number of performance-based vesting restricted stock. The values of the Performance Share Units at the 2018 grant date shown in the 2018 Summary Compensation Table, assuming that the highest levels of performance conditions are achieved, are: Mr. C. Pappas, $1,146,388, Mr. J. Pappas, $630,005, Mr. Leddy, $393,739, Mr. Aldous, $367,490, and Ms. P. Lecouras, $286,649.

(2)	Amounts reflect those amounts earned by the named executive officer under our performance-based, annual cash incentive compensation program. For a description of this program, please see the information under the caption “Performance-Based, Annual Cash Incentive Compensation” within the section captioned “EXECUTIVE COMPENSATION-Compensation Discussion and Analysis” above.

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(3)	The following table breaks out the components of the “All Other Compensation” paid to our named executive officers in fiscal 2018:

(a)	This amount reflects each named executive officer’s portion of the premiums for such individual and his or her family’s medical, dental and vision insurance that we pay on such individual’s behalf.

(b)	This amount reflects premiums we pay for each named executive officer’s group term life insurance.

(c)	This amount reflects reimbursement of taxes incurred by the named executive officer on group term life insurance premium payments reported in column (b).

(d)	This amount reflects the premiums we pay for each named executive officer’s short-term disability insurance.

(e)	This amount reflects our matching contribution to each named executive officer’s 401(k) plan.

(f)	Mr. C. Pappas and Mr. J. Pappas each received a monthly car allowance of $2,000 during fiscal 2018.

(g)

Per IRS regulations, our chief executive officer and vice chairman recognize imputed income on the personal use of the Company’s aircraft. For SEC disclosure purposes, the cost of personal use of the Company’s aircraft is calculated based on the incremental cost to the Company. To determine the incremental cost, we calculate the variable fuel cost by multiplying flight time by the average hourly fuel cost per flight, plus any direct trip expenses such as aircraft landing and parking fees and crew expenses. Fixed costs that do not change based on usage, such as pilot salaries, aircraft and hangar lease expenses, maintenance costs, in-flight internet, and aircraft insurance costs, are excluded from this amount.

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(1)

Represents the possible performance-based, cash incentive award payments pursuant to our 2018 Plan. For a description of the 2018 Plan and awards made pursuant thereto, see “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis - Components of Fiscal 2018 Compensation for Our Named Executive Officers - Long-Term Equity Compensation” beginning on page 25 of this proxy statement, and for a description of the payments actually made pursuant to the 2018 Plan, see “EXECUTIVE COMPENSATION - Summary Compensation Table - Fiscal Years 2016-2018 ” beginning on page 30 of this proxy statement.

(2)

There were no threshold payouts under the 2018 Plan, as the possible performance-based, cash incentive award payments under the 2018 Plan were to be paid on a sliding scale basis from $0 up to a certain percentage of a named executive officer’s fiscal 2018 annual base salary based on our achievement of certain revenue or AEBITDA targets. These sliding scale payments and the related revenue and AEBITDA targets are described more fully under “EXECUTIVE COMPENSATION - Compensation Discussion and Analysis - Components of Fiscal 2018 Compensation for Our Named Executive Officers - Annual Cash Incentive Compensation” beginning on page 23 of this proxy statement.

(3)

The amounts shown in the sub-columns directly below the column marked (3) reflect threshold, target and maximum performance for the performance restricted share award granted pursuant to the 2018 Plan. The forfeiture restrictions associated with these restricted stock awards will immediately lapse upon the Compensation Committee’s certification of the attainment of the two targets, related to AEBITDA margin and ROIC, for the performance period beginning at the start of fiscal 2018 and ending at the conclusion of fiscal 2020, provided that the grantee provides continuous service through the applicable vesting date and further provided that the additional conditions and performance criteria related to AEBITDA margin and ROIC for the performance period ending at the conclusion of fiscal 2020 are met, as set forth in the grantee’s performance-based vesting restricted share award agreement.

(4)	The forfeiture restrictions associated with these restricted share awards will lapse in one-third increments as of the first through third anniversary dates of the grant date.

(5)

The aggregate grant date fair value is computed in accordance with ASC Topic 718. For awards that are subject to performance conditions, the amounts included in this column are the full fair value at the grant date based on the probable outcome with respect to the satisfaction of the performance condition consistent with the recognition criteria in FASB ASC Topic 718 (excluding the effect of estimated forfeitures).

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(1)	The value presented in the table is equal to the product of the number of shares that had not vested as of the last trading day of fiscal 2018 (December 28, 2018), which was $31.33.

(2)	Price-based stock option eligible for vesting only upon the Company achieving a $30 stock price hurdle (based on 20-consecutive trading day average) on or before the fourth anniversary of the grant date; in addition, price based stock options may not be exercised before the third anniversary of the grant date and are subject to the reporting person’s non-qualified stock option agreement.

(3)	The forfeiture restrictions associated with this time-based restricted stock award granted in fiscal 2018 will lapse in one-third increments as of the first through third anniversary dates of the grant date (March 5, 2018).

(4)	Includes 2,608 shares of time-based vesting restricted stock awards award prior to fiscal 2018 consisting of: 358 shares, which will vest in two annual installments on March 6, 2019 through 2020; and 2,250 shares, which will vest in three annual installments on September 11, 2019 through 2021.

(5)

Includes (i) 16,889 shares of time-based vesting restricted stock awarded prior to fiscal 2018 that were unvested at the end of fiscal 2018 and (ii) 837 shares of performance-based restricted stock awarded in fiscal 2015 and for which the performance condition was satisfied based on fiscal 2015 performance but which remained subject to a time-based vesting condition at the end of fiscal 2015. Of the 16,889 shares of time-based vesting restricted stock: 359 shares will vest on March 6, 2019; 1,947 shares will vest in two annual installments on March 7, 2019 through 2020; 11,277 shares will vest on April 6, 2019; and 3,306 shares will vest in two equal installments on March 6, 2019 through 2020. The 837 shares of performance-based restricted stock will vest on March 7, 2019.

(6)

Includes (i) 4,676 shares of time-based vesting restricted stock awarded prior to fiscal 2018 that were unvested at the end of fiscal 2018 and (ii) 837 shares of performance-based restricted stock awarded in fiscal 2015 and for which the performance condition was satisfied based on fiscal 2015 performance but which remained subject to a time-based vesting condition at the end of fiscal 2015. Of the 4,676 shares of time-based vesting restricted stock: 359 shares on March 6, 2019; 1,622 shares will vest in two annual installments on March 7, 2019 through 2020; and 2,695 shares will vest in two equal installments on March 6, 2019 through 2020. The 837 shares of performance restricted stock will vest on March 7, 2019.

(7)	The unearned performance-based restricted stock awarded in fiscal 2018 will vest, to the extent earned, following the three-year performance period ending in fiscal 2020.

(8)	The unearned performance-based restricted stock awarded in fiscal 2017 will vest, to the extent earned, following the three-year performance period ending in fiscal 2019.

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(1)	Of Mr. Leddy’s 929 shares of restricted stock which vested in fiscal 2018: (i) 179 shares vested on March 6, 2018 and (ii) 750 shares vested on September 11, 2018. The value realized on vesting of those shares is calculated based on the closing price of our common stock on the relevant vesting dates, which was $23.60 (March 6, 2018) and $32.20 (September 11, 2018).

(2)

Of Mr. Aldous’ 15,097 shares of restricted stock which vested in fiscal 2018: (i) 2,011 shares vested on March 6, 2018, (ii) 1,810 vested on March 7, 2018 and (iii) 11,276 vested on April 6, 2018. The value realized on vesting of those shares is calculated based on the closing price of our common stock on the relevant vesting dates, which was $23.60 (March 6, 2018), $23.70 (March 7, 2018) and $23.50 (April 6, 2018).

(3)	Of Ms. Lecouras’ 3,354 shares of restricted stock which vested in fiscal 2018: (i) 1,706 vested on March 6, 2018 and (ii) 1,648 vested on March 7, 2018. The value realized on vesting of those shares is calculated based on the closing price of our common stock on the relevant vesting dates, which was $23.60 (March 6, 2018) and $23.70 (March 7, 2018).

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(1)

Amounts in this column assume the individual’s awards of time-based vesting and performance-based vesting restricted shares of our common stock are not assumed in the change in control transaction and therefore vested immediately prior to the change in control transaction. If awards are assumed by the successor entity in the change in control, awards will vest if within one year following the change in control, the executive terminates employment by reason of death, disability, normal or early retirement, for “good reason” by the executive or involuntary termination for any reason other than “cause”. Thus amounts in this column would also apply if the individual’s time-based vesting and performance-based vesting restricted shares are assumed in the change in control transaction and the individual’s employment terminated for any of the foregoing reasons as of December 28, 2018.

(2)

As discussed in “EXECUTIVE COMPENSATION-Compensation Discussion and Analysis-Employment Agreements, Offer Letters and Severance Benefits-Executive Change in Control Plan” the severance benefit due in connection with a resignation by the individual for “good reason” or termination by the Company without “cause” (as such terms are defined in the Executive CIC Plan) during the two-year period following a change in control is a multiple of the individual’s base salary, reference bonus (average of the annual bonuses paid to the executive for the two calendar years immediately preceding the change in control unless an executive has not been employed for two calendar years, in which case certain alternative reference bonus calculation methods apply) and a lump sum benefits payment. The multiple for Mr. C. Pappas is 3x, and the multiple for the other named executive officers is 2x. For purposes of the table, annual bonuses paid for 2016 and 2017 were used to calculate the reference bonus, except in the case of Mr. Leddy as he was employed for less than two years and, pursuant to the Executive CIC Plan, the average of his bonus for fiscal 2017 and his target bonus for fiscal 2018 is used as the reference bonus. In addition, under the Executive CIC Plan, amounts are reduced in the event that the individual would be subject to excise taxes imposed under Section 4999 of the Code or any similar tax imposed by state or local law, but only where the after-tax payments received by the individual would be greater than the after-tax payments without regard to

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(3)

Pursuant to our employment agreements with each of Messrs. C. Pappas and J. Pappas, if such named executive officer is terminated by us without “cause” (as that term is defined in his employment agreement), he is entitled to receive an amount equal to his annual base salary, payable for a period of one (1) year from the date of his termination and on the same terms and with the same frequency as his annual base salary was paid prior to such termination.

(4)	Mr. Leddy is entitled to receive his base salary for twelve months following our termination of his employment without “cause” (as that term is defined in his offer letter).

(6)	The remaining vesting of a special award of 45,106 shares of restricted stock made to Mr. Aldous during fiscal 2015 would accelerate if we were to terminate Mr. Aldous’ employment without cause.

(7)	Mr. Aldous is entitled to receive an amount equal to twelve months of his base salary as in effect as of the date of his severance agreement or on the effective date of his termination, whichever is greater, following our termination of his employment without “cause” (as that term is defined in his severance agreement).

(8)	Ms. Lecouras is entitled to receive her base salary for twelve months following our termination of her employment without “cause” (as that term is defined in her offer letter).

(9)	Amounts assume the individual’s awards of time-based vesting and performance-based vesting restricted shares of our common stock were assumed in the change in control transaction and were accelerated in connection with the executive’s termination without “cause” or resignation for “good reason” as of December 28, 2018.

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•	A cash amount equal to the named executive officer’s base salary multiplied by an applicable severance multiple (3x for Mr. C. Pappas and 2x for other named executive officers);

•	A cash amount equal to the named executive officer’s reference bonus (generally, the average of the annual bonuses earned for the two calendar years immediately preceding the change in control) multiplied by the same severance multiple that applies to base salary;

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If the termination of employment occurs during the calendar year in which the change in control occurs, a pro rated target annual bonus for the year of termination, and if the termination of employment occurs in a calendar year following the calendar year in which the change in control occurs, a pro rated annual bonus for the year of termination paid at the same time and in the same form as annual bonuses are paid to active employees generally based on actual performance in respect of the performance year, with all individual performance goals deemed attained at 100%; and

•	A lump-sum cash payment in lieu of benefits continuation for the two years commencing on the change in control date.

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The “median annual total compensation of all employees” is the annual total compensation of a single employee who is at the midpoint of all of the employees of the Company (other than our chief executive officer) ranked in order of compensation amounts. When determining our midpoint, we considered the compensation of 2,279 employees (other than the chief executive officer) who were employed by the Company as of December 28, 2018. Consistent with SEC requirements, we excluded all of our Canadian employee workforce, which was comprised of approximately 56 employees in Canada, who collectively constituted less than three percent (3%) of our total workforce of approximately 2,335 employees as of December 28, 2018, from consideration in determining the median annual total compensation of all employees. We do not have employees in any countries other than the United States and Canada, and we did not make any adjustments for the cost of living.

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SEC regulations allow employers to identify the midpoint based on a “consistently applied compensation measure” (CACM). We ran a check detail gross pay report as of December 28, 2018 as our CACM to determine the midpoint of our employee population. We chose this CACM because the data was readily available and, in our judgment, did not include or exclude elements of compensation that would affect our midpoint.

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Once we identified our median employee, we then calculated the median employee’s “annual total compensation.” We followed the methodology required under SEC regulations for calculating the total compensation of our named executive officers as reported in the Summary Compensation Table. We did not add the value of employer contributions to broad-based employee benefit plans except to the extent such amounts are included in the Summary Compensation Table for our named executive officers.

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(1)	These individuals did not receive any compensation for their service as a director.

(2)

Each of these restricted stock awards was unvested as of the end of fiscal 2018, and they will each vest at the Annual Meeting. Consistent with ASC Topic 718, the amounts in the table reflect the grant date fair value of our awards to each of our directors, other than Messrs. C. Pappas, J. Pappas and J. DeBenedetti, of 2,523 restricted shares of our common stock on May 18, 2018, the date of our 2018 annual meeting of stockholders. The grant date fair value for these awards of restricted stock was determined by taking the closing market price of the Company’s common stock on the date of grant, which was $27.75, and multiplying it by the number of shares awarded.

(3)

The amounts for Ms. Carroll and Mr. Schreibman contain a pro-rated restricted stock award for their service as a director from their election to the Board on February 16, 2018 up until the Annual Meeting of Stockholders held on May 18, 2018, which was granted on February 16, 2018. The grant date fair value for these awards of restricted stock was determined by taking the closing market price of the Company’s common stock on the date of grant, which was $20.20, and multiplying it by the number of shares awarded.

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•	Compliance with legal and regulatory requirements;

•	Accounting and reporting practices;

•	The integrity of the Company’s financial statements;

•	The qualifications, independence and performance of BDO, the Company’s independent registered public accounting firm;

•	The performance of the Company’s internal audit function; and

•	Risk and risk management.

•	Reviewing with BDO and the internal auditors the overall scope and plans for the respective audits for the current year;

•	Approving all audit engagement fees and terms, as well as permissible non-audit engagements with BDO (please refer to “PROPOSAL 2-RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM-FEES PAID TO BDO USA, LLP” beginning on page 40 of this proxy statement for a detailed discussion of such fees and related approvals);

•	Reviewing the experience and qualifications of the senior members of the BDO audit team;

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•	Assuring the regular rotation of BDO’s lead audit partner as required by law and considering whether there should be rotation of the independent registered public accounting firm itself;

•	Reviewing and discussing with management the Company’s earnings press releases prior to release to the public;

•	Meeting with BDO and the Company’s Director of Internal Audit, with and without management present, to discuss the adequacy and effectiveness of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting; and

•	Meeting independently with each of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and General Counsel.

•	The Audit Committee has reviewed and discussed the audited financial statements with the Company’s management and representatives from its independent registered public accounting firm, BDO.

•	The Audit Committee has discussed with its independent registered public accounting firm, BDO, the matters required to be discussed by the statement on Auditing Standards No. 1301, Communications with Audit Committees, adopted by the Public Company Accounting Oversight Board.

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The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. In addition, the Audit Committee has discussed and considered whether the provision of non-audit services by the Company’s principal auditor, as described above, is compatible with maintaining auditor independence.

•	Based on the review and discussion referred to in the immediately preceding first through third paragraphs above, the Audit Committee recommended to the Company’s Board of Directors the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2018 for filing with the SEC.

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•	If the 2019 Equity Incentive Plan is not approved, the Company will be compelled to significantly increase the cash-based component of employee compensation, which could reduce the alignment of employee and stockholder interests.

•	The terms of our equity and other annual and long-term incentive compensation awards and our employee policies are designed to protect stockholder interests and encourage employees to focus on the long-term success of the Company.

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•	The acquisition by a person unaffiliated with the Company of beneficial ownership of 35% or more of the voting power of the Company’s outstanding voting securities that may be cast for the election of directors;

•	The occurrence of certain mergers, consolidations, cash tender or exchange offers, sale of assets or similar forms of corporation transactions resulting in the transfer of 50% or more of the total voting power of the Company’s outstanding securities that may be cast for the election of directors;

•	A change in the composition of a majority of the Company’s Board over a period of two consecutive years (if the new directors are not approved by the incumbent Board); or

•	With respect to Awards subject to Section 409A of the Code, a Change in Control will mean a “change in the ownership of the Company”, a “change in the effective control of the Company”, or a “change in the ownership of a substantial portion of the assets of the Company” as such terms are defined in therein.

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(1)	Includes 146,696 outstanding full value restricted stock unit awards and 108,611 outstanding performance share unit awards at target.

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(1)	Includes 214,937 outstanding full value restricted stock unit awards, 191,808 stock options and 204,214 outstanding performance share unit awards at target.

(2)	Represents the weighted average exercise price of outstanding stock options.

(3)	Represents the weighted average remaining term of outstanding stock options.

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