Good morning. I'm Christopher Pappas, Chairman of the Board of Directors, President, and Chief Executive Officer of The Chefs' Warehouse, Inc. It's my pleasure to welcome you to The Chefs' Warehouse 2026 Annual Meeting of Stockholders. To give access to a greater number of our stockholders, we are holding this meeting via internet webcast for all stockholders of record as of March 16th, 2026 to attend. Stockholders of records may vote online or ask questions during the meeting by clicking the Q&A button on the virtual stockholder meeting with webpage, typing your question into the Submit a Question field and then clicking Submit. We ask that you submit only one question. We thank you very much for your support and participation.
A replay of the virtual meeting will be posted at www.virtualshareholdermeeting.com/chef26f26 until the sooner of May 8, 2027, or the date of the next annual meeting of stockholders to be held in 2027. I will be serving as Chair of this meeting. The meeting will now come to order. I would like to begin by introducing the other current members of the company's Board of Directors, all of whom are participating in this meeting via internet webcast. As to Steven Goldstone, Aylwin Lewis, Lester Owens, John Pappas, Richard Peretz, Debra Walton-Ruskin, as Wendy M. Weinstein. In addition, I'd like to introduce the officers of the company, all of whom are participating in this meeting via internet webcast. John Pappas, Vice Chairman and Chief Operating Officer. Alexandros Aldous, General Counsel, Corporate Secretary, Chief Government Relations Officer, and Chief Administrative Officer.
James Leddy, Chief Financial Officer. Timothy McCauley, Chief Accounting Officer, and Christina Polychroni, Chief Human Resource Officer. Let me also introduce our auditors from BDO USA who are participating in this meeting via internet webcast and available to respond to appropriate questions. Brandon Schmeltzer and Natalie Matlane. We will now conduct the formal part of the meeting. Once all the votes are taken, we will adjourn the meeting and answer any appropriate questions that any stockholder of record may have submitted through the virtual meeting webpage.
As indicated in the notice of proxy availability and accompanying documents that were made available beginning on March 25th, 2026, all holders of record of common stock as of March 16th, 2026, we are here today to consider the following business items: To elect Steven Goldstone, Aylwin Lewis, Lester Owens, Christopher Pappas, John Pappas, Richard Peretz, Debra Walton-Ruskin, and Wendy M. Weinstein as directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. To ratify the selection of BDO USA as our independent registered public accounting firm for the fiscal year ending December 25th, 2026. To approve, on a non-binding advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement that accompanied the notice of this meeting.
Since no director nominations or other stockholder proposals were properly filed in advance of this meeting in accordance with the requirements of the company's bylaws, the business of this meeting is limited to the three matters noted above. The polls for the matters upon which stockholders may vote at this meeting are now open and remain open until the business items in the agenda are concluded or until I announce that the polls are closed. If you have already voted by mail, telephone or internet, you do not need to take any further action. Stockholders of record who have not previously voted or who wish to change their earlier vote may vote now by clicking the Voting button on the virtual stockholder meeting webpage and the following the instructions on the voting window that will open.
If you are voting through the virtual stockholder meeting webpage, you must be logged in under your 12-digit control number to vote. That number can be found on the notice of proxy availability we sent to you on or about March 25th, 2026. After the votes have been cast, we will announce the results. If you do vote now, any prior vote cast by you will automatically be revoked and overridden. We will announce the preliminary results of the voting on the proposals being presented for stockholders' approval near the end of the meeting immediately following the preliminary tabulations of the voting.
I have received an affidavit from the company's proxy mailing agent, Broadridge Financial Solutions, certifying that beginning on March 25th, 2026, the Notice of Annual Meeting of Stockholders was sent, and the proxy statement, proxy card, and annual report to stockholders were made available to all holders of record of common stock as of March 16th, 2026. The affidavit will be incorporated into the minutes of this meeting.
Additionally, the alphabetical list of the stockholder of record as of March 16th, 2026, who are entitled to vote at the meeting, showing their respective addresses and the number of shares held by each, have been available for examination at the company's headquarters in Ridgefield, Connecticut, during the period of the last 10 days, and is available through the virtual stockholder meeting by clicking the Materials button and then clicking on the link in the lower right-hand side labeled Registered Shareholder List. A window will appear prompting the attendees to complete an attestation form. The alphabetical list of the stockholders of record will then be presented on the right-hand side of the virtual stockholder meeting webpage. Mr. Aldous will be serving as the Inspector of Elections for this meeting and has taken the relevant oath of office.
As such, I will now ask him to confirm the presence of a quorum at this meeting. Mr. Aldous?
As of this morning, proxies representing 93.79% of the approximately 40.8 million shares of the company's outstanding common stock eligible to vote as of the record date have in fact been received. Therefore, I confirm that we have a sufficient number of shares represented at this meeting to constitute a quorum.
Thank you, Alex. I hereby declare that a quorum exists. As I mentioned earlier, we have three items on our agenda today, as described in the notice of proxy availability that was mailed to our stockholders of record as of March 16th, 2026, beginning on March 25th, 2026, and each of these three proposals explained in detail in our proxy statement that was made available to all stockholders of record. Shortly after I present these matters, the polls will be closed, so if you have not already done so, please vote now. The first matter to be voted on by the stockholders is the election of Steven Goldstone, Aylwin Lewis, Lester Owens, Christopher Pappas, John Pappas, Richard Peretz, Debra Walton-Ruskin, and Wendy M. Weinstein as directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified.
The board recommends a vote for the election of each of the nominees on the ballot. The second matter to be voted on by the stockholders is the ratification of the selection of BDO USA as their independent registered public accounting firm for the fiscal year ending December 25, 2026. The board recommends a vote for the ratification and selection of BDO USA. The third item of business to come before the meeting is a non-binding advisory vote on the following resolution regarding executive compensation. Resolved that the compensation paid to the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussions, is hereby approved. This proposal is commonly referred to as a Say-on-Pay resolution. The board recommends a vote for the proposal.
I will now ask Alexandros Aldous to provide the voting standard for each of the proposals.
Regarding Proposal one, the election of directors, the affirmative vote of a majority of the votes cast is required to approve the election of each of the nominees for election as a director. Regarding Proposal two, the ratification of the selection of BDO USA, the affirmative vote of a majority of the shares represented at this meeting through the virtual meeting website or by properly executed proxy and entitled to vote on Proposal three is necessary to ratify the proposal. Regarding Proposal three, the non-binding advisory vote on executive compensation, the affirmative vote of a majority of the shares represented at this meeting through the virtual meeting website or by properly executed proxy and entitled to vote on Proposal three is necessary to approve the proposal.
Thank you, Alex. If you have not done so already, please make sure to cast your vote as the polls will be closing shortly. This concludes the business on the agenda for this meeting. Everyone has now voted, the polls are now closed. It's approximately 12:21 P.M. The votes will now be tabulated, following which we will announce the preliminary results of the voting.
Proposal number one is the election of directors. A majority of the votes cast at this meeting were cast in favor of the election of each of the directors. Proposal number two is the ratification of the selection of BDO as the company's independent registered public accounting firm for the fiscal year ending December 25th, 2026. Proposal 2 received the affirmative vote of a majority of the shares represented at this meeting. Proposal 3 is the non-binding advisory vote on executive compensation. Proposal number three received the affirmative vote of a majority of the shares represented at this meeting.
Thank you, Mr. Aldous. The Inspector of Elections has indicated that each of the nominees for the directors received the affirmative vote of a majority of the votes cast at this meeting. I therefore declare those persons to be the duly elected directors of the company to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified. In addition, the Inspector of Elections reports that each of the proposals two and three have received the affirmative vote of a majority of the shares represented at this meeting. I hereby direct the results of the voting to be incorporated into the minutes of this meeting. The final results of the meeting on the proposals will be reported by the company on a Form 8-K that will be filed within four business days of today.
There being no further business to come before the meeting, the formal part of the meeting is hereby adjourned. I, Mr. Aldous, and the representatives from BDO USA who are participating with us today will answer any additional appropriate questions. If you would like to ask a question, please submit your questions by clicking the Q&A button on the virtual stockholder meeting webpage, typing your question in the Submit a Question field, and then clicking Submit. I will read each question received and ask the appropriate individual to respond. Again, please limit yourself to one question. That concludes our Q&A session. Thank you very much for attending this year's annual meeting of stockholders and for your continued interest and support of The Chefs' Warehouse. Have a great day. Thank you.
This now concludes the meeting. Thank you for attending, and have a wonderful rest of your day.