Edgar Filing: Chefs' Warehouse, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

The Chefs’ Warehouse, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

163086 10 1

(CUSIP Number)

CHRISTOPHER S. KIPER

Legion Partners Asset Management, LLC

9401 Wilshire Blvd, Suite 705

Beverly Hills, CA 90212

(310) 729-8588

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 15, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


	1	NAME OF REPORTING PERSONS

			Legion Partners, L.P. I
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,429,032
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,429,032
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,429,032
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			5.0%
	14	TYPE OF REPORTING PERSON

			PN

NAME OF REPORTING PERSONS

Legion Partners, L.P. II

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

90,731

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

90,731

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

90,731

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

NAME OF REPORTING PERSONS

Legion Partners Special Opportunities, L.P. VII

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

184,476

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

184,476

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

184,476

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1.0%

TYPE OF REPORTING PERSON


	1	NAME OF REPORTING PERSONS

			Legion Partners, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,704,239
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,704,239
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,704,239
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			6.0%
	14	TYPE OF REPORTING PERSON

			OO


	1	NAME OF REPORTING PERSONS

			Legion Partners Asset Management, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,704,239
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,704,239
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,704,239
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			6.0%
	14	TYPE OF REPORTING PERSON

			IA


	1	NAME OF REPORTING PERSONS

			Legion Partners Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,704,239
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,704,239
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,704,239
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			6.0%
	14	TYPE OF REPORTING PERSON

			OO


	1	NAME OF REPORTING PERSONS

			Christopher S. Kiper
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,704,239
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,704,239
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,704,239
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			6.0%
	14	TYPE OF REPORTING PERSON

			IN


	1	NAME OF REPORTING PERSONS

			Raymond White
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,704,239
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,704,239
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,704,239
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			6.0%
	14	TYPE OF REPORTING PERSON

			IN

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

(a) This statement is filed by:

(i)

Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”);

(ii)

Legion Partners, L.P. II, a Delaware limited partnership (“Legion Partners II”);

(iii)

Legion Partners Special Opportunities, L.P. VII, a Delaware limited partnership (“Legion Partners Special VII”);

(iv)

Legion Partners, LLC, a Delaware limited liability company, which serves as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special VII;

(v)

Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners Asset Management”), which serves as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special VII;

(vi)

Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”), which serves as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC;

(vii)

Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings; and

(viii)

Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of the Reporting Persons is 9401 Wilshire Boulevard, Suite 705, Beverly Hills, California 90212.

(c) The principal business of each of Legion Partners I, Legion Partners II and Legion Partners Special VII is investing in securities. The principal business of Legion Partners, LLC is serving as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special VII. The principal business of Legion Partners Asset Management is managing investments in securities and serving as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special VII. The principal business of Legion Partners Holdings is serving as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC. The principal occupation of each of Messrs. Kiper and White is serving as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Kiper and White are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety as follows:

The Shares purchased by each of Legion Partners I, Legion Partners II and Legion Partners Special VII were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.

The aggregate purchase price of the 1,429,032 Shares owned directly by Legion Partners I is approximately $19,948,319, including brokerage commissions.

The aggregate purchase price of the 90,731 Shares owned directly by Legion Partners II is approximately $1,181,405, including brokerage commissions.

The aggregate purchase price of the 184,476 Shares owned directly by Legion Partners Special VII is approximately $2,679,871, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 15, 2018, the Reporting Persons entered into a Cooperation Agreement with the Issuer (the “Cooperation Agreement”). The Cooperation Agreement provides, among other things, that the size of the Board of Directors of the Issuer (the “Board”) will be increased from ten to twelve members and that Ms. Christina Carroll and Mr. David E. Schreibman (or their replacements, collectively, the “New Directors”) will be appointed to the Board on or prior to February 18, 2018 and will be nominated as a candidate for reelection to the Board at the Issuer’s 2018 and 2019 annual meetings of stockholders. In addition, pursuant to the Cooperation Agreement, the size of the Board will be reduced from twelve to eleven members immediately following the Issuer’s 2018 annual meeting of stockholders and from eleven to ten members immediately following the Issuer’s 2019 annual meeting of stockholders (and the Board will not be increased to more than ten members through the expiration of the Standstill Period (as defined below)).

Under the terms of the Cooperation Agreement, the Reporting Persons have agreed to certain “standstill” provisions for the duration of the “Standstill Period”, which is defined in the Cooperation Agreement as the period commencing on the date of the Cooperation Agreement and ending ten calendar days prior to the expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the Issuer’s 2020 annual meeting of stockholders (as set forth in the advance notice provisions of the Issuer’s Restated Bylaws). The Issuer and the Reporting Persons have also agreed to mutual non-disparagement provisions.

In addition, pursuant to the Cooperation Agreement, the Reporting Persons have agreed to certain voting agreements, including that at each annual and special meeting of stockholders held prior to the expiration of the Standstill Period, the Reporting Persons will cause all shares of Issuer common stock beneficially owned by each Reporting Person and its affiliates to be counted as present for purposes of establishing a quorum and to be voted in favor of (i) each of the directors nominated by the Board and recommended by the Board in the election of directors (and not in favor of any other nominees to serve on the Board), and (ii) except with respect to certain extraordinary matters, each of the stockholder proposals listed on the Issuer’s proxy card or voting instruction form as identified in the Issuer’s proxy statement in accordance with the Board’s recommendations. In addition, except with respect to certain extraordinary matters, the Reporting Persons have agreed not to execute any proxy card or related voting instruction form other than the proxy card and related voting instruction form being solicited by or on behalf of the Board. In the event that Institutional Shareholders Services or Glass Lewis & Co., LLC recommends otherwise with respect to any proposal (other than the election of directors), each of the Reporting Persons will have the right to vote “Abstain” with respect to such proposal.

The foregoing description of the Cooperation Agreement is qualified in its entirely by reference to the full text of the Cooperation Agreement, which is filed herewith as Exhibit 99.2 and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated in their entirety as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 28,461,877 Shares outstanding, which is the total number of Shares to be outstanding immediately following the completion of a public offering of Shares by the Issuer, as reported in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(B)(2) with the Securities and Exchange Commission on December 18, 2017.

Legion Partners I

(a)

As of the close of business on January 15, 2018, Legion Partners I beneficially owned 1,429,032 Shares.

Percentage: Approximately 5.0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,429,032
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,429,032

(c)

Legion Partners I has not entered into any transactions in the Shares during the past 60 days.

Legion Partners II

(a)

As of the close of business on January 15, 2018, Legion Partners II beneficially owned 90,731 Shares.

Percentage: Less than 1.0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 90,731
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 90,731

(c)

Legion Partners II has not entered into any transactions in the Shares during the past 60 days.

Legion Partners Special VII

(a)

As of the close of business on January 15, 2018, Legion Partners Special VII beneficially owned 184,476 Shares.

Percentage: Less than 1.0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 184,476
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 184,476

(c)

Legion Partners Special VII has not entered into any transactions in the Shares during the past 60 days.

Legion Partners, LLC

(a)

As the general partner of each of Legion Partners I, Legion Partners II, and Legion Partners Special VII, Legion Partners, LLC may be deemed the beneficial owner of the (i) 1,429,032 Shares owned by Legion Partners I, (ii) 90,731 Shares owned by Legion Partners II, and (iii) 184,476 Shares owned by Legion Partners Special VII.

Percentage: Approximately 6.0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,704,239
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,704,239

(c)

Legion Partners, LLC has not entered into any transactions in the Shares during the past 60 days.

Legion Partners Asset Management

(a)

Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II, and Legion Partners Special VII, may be deemed the beneficial owner of the (i) 1,429,032 Shares owned by Legion Partners I, (ii) 90,731 Shares owned by Legion Partners II, and (iii) 184,476 Shares owned by Legion Partners Special VII.

Percentage: Approximately 6.0%

(b)

(c)

Legion Partners Asset Management has not entered into any transactions in the Shares during the past 60 days.

Legion Partners Holdings

(a)

Legion Partners Holdings, as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 1,429,032 Shares owned by Legion Partners I, (ii) 90,731 Shares owned by Legion Partners II, and (iii) 184,476 Shares owned by Legion Partners Special VII.

Percentage: Approximately 6.0%

(b)

(c)

Legion Partners Holdings has not entered into any transactions in the Shares during the past 60 days.

Messrs. Kiper and White

(a)

Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 1,429,032 Shares owned by Legion Partners I, (ii) 90,731 Shares owned by Legion Partners II, and (iii) 184,476 Shares owned by Legion Partners Special VII.

Percentage: Approximately 6.0%

(b)

(c)

None of Messrs. Kiper or White has entered into any transactions in the Shares during the past 60 days.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On January 15, 2018, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 15, 2018, the Reporting Persons entered into the Cooperation Agreement with the Issuer as further described in Item 4 above, which is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

99.1

Joint Filing Agreement by and among Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. VII, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond White dated January 15, 2018.

99.2

Cooperation Agreement by and among The Chefs’ Warehouse, Inc., Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. VII, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, and Raymond White dated January 15, 2018 (incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on January 16, 2018.)

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 15, 2018

LEGION PARTNERS, L.P. I

By:	Legion Partners Asset Management, LLC
	Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

LEGION PARTNERS, L.P. II

By:	Legion Partners Asset Management, LLC
	Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

LEGION PARTNERS SPECIAL OPPORTUNITIES, L.P. VII

By:	Legion Partners Asset Management, LLC
	Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

LEGION PARTNERS, LLC

By:	Legion Partners Holdings, LLC
	Sole Member

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

LEGION PARTNERS ASSET MANAGEMENT, LLC


By	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

LEGION PARTNERS HOLDINGS, LLC


By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

	/s/ Christopher S. Kiper
	Christopher S. Kiper

	/s/ Raymond White
	Raymond White