Edgar Filing: Chefs' Warehouse, Inc.

Form DEFA 14A

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

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¨	Preliminary Proxy Statement

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¨	Definitive Proxy Statement

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¨	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

The Chefs’ Warehouse, Inc.
(Name of Registrant as Specified in its Charter)


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

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 17, 2012.


		THE CHEFS’ WAREHOUSE, INC.



		Meeting Information
		Meeting Type: Annual Meeting
		For holders as of: March 19, 2012
		Date: May 17, 2012 Time: 10:00 AM EDT
		Location: The Ridgefield Playhouse 80 East Ridge Street Ridgefield, Connecticut 06877
		The Chefs’ Warehouse, Inc. will also be hosting the Meeting live via the Internet this year. To attend the Meeting via the Internet please visit www.virtualshareholdermeeting.com/chef and be sure to have your 12-digit Control Number to enter the Meeting.
		You are receiving this communication because you hold shares in the above named company.
		This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

		We encourage you to access and review all of the important information contained in the proxy materials before voting.
		See the reverse side of this notice to obtain proxy materials and voting instructions.


				— Before You Vote — How to Access the Proxy Materials

				Proxy Materials Available to VIEW or RECEIVE: 1. Notice and Proxy Statement 2. Annual Report How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
				1) BY INTERNET: www.proxyvote.com
				2) BY TELEPHONE: 1-800-579-1639
				3) BY E-MAIL*: sendmaterial@proxyvote.com
				* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
				Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 3, 2012 to facilitate timely delivery.
				— How To Vote — Please Choose One of the Following Voting Methods

				Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
				Vote By Internet:
				Before The Meeting:		Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.
				During The Meeting:		Go to www.virtualshareholdermeeting.com/chef. Have the information that is printed in the box marked by the arrow available and follow the instructions.
				Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

Voting Items

The Board of Directors recommends you vote

FOR the following:

Election of Directors

Nominees:

01)

John D. Austin

05)

Stephen Hanson

02)

John A. Couri

06)

Christopher Pappas

03)

L. Kevin Cox

07)

John Pappas

04)

Dean Facatselis

The Board of Directors recommends you vote FOR the following proposals:

To ratify the selection of BDO USA LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2012.

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement to which this notice relates.

The Board of Directors recommends you vote 1 year on the following proposal:

To vote, on a non-binding, advisory basis, on the frequency (once every one year, two years or three years) that stockholders of the Company will have a non-binding, advisory vote on the compensation of the Company’s named executive officers.

The Board of Directors recommends you vote FOR the following proposal:

To approve The Chefs’ Warehouse, Inc. 2011 Omnibus Equity Incentive Plan.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.














				Voting Instructions