UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 8, 2019

 

 

    

     

 

Registrant’s telephone number, including area code: (203) 894-1345

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company          ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

 

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(b)

On February 8, 2019, John A. Couri, a member of the Board of Directors (“Board”) of The Chefs’ Warehouse, Inc. (the “Company”) since the Company’s initial public offering in 2011, notified the Company of his desire to retire from the Board and not to stand for re-election at the Company’s upcoming 2019 Annual Meeting of Stockholders (the “Annual Meeting”) due to time constraints and his desire to spend time with family. Until the expiration of his term at the Annual Meeting, Mr. Couri will continue to serve as a director, as chairperson of the Company’s Nominating and Corporate Governance Committee and as a member of the Company’s Compensation and Human Capital Committee. The vacant Board seat will not be replaced.

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Date:   February 8, 2019