United Natural Foods Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$UNFI
Food Distributors
Consumer Discretionary
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): December 16, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders, held on December 16, 2025 (the “Annual Meeting”), the stockholders of United Natural Foods, Inc. (the “Company”) approved the Fifth Amended and Restated 2020 Equity Incentive Plan (the “Fifth Amended Plan”) to increase the number of shares that may be issued under the plan by 1,500,000 shares. A detailed summary of the material terms of the Fifth Amended Plan appears on pages 64-71 of the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on November 5, 2025. This summary of the Fifth Amended Plan is qualified in its entirety by reference to the full text of the Fifth Amended Plan, which is filed as Annex A to the Proxy Statement and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, a total of 52,435,279 shares of the common stock of the Company, out of a total of 60,931,668 shares of common stock outstanding and entitled to vote as of October 22, 2025, the record date, were present in person or represented by proxies. The Company’s stockholders voted on four proposals at the Annual Meeting. The results of voting on the four proposals, including final voting tabulations, are set forth below.
(1)The stockholders elected Lynn S. Blake, Gloria R. Boyland, J. Alexander Miller Douglas, Daphne J. Dufresne, Michael S. Funk, James M. Loree, Shamim Mohammad, James L. Muehlbauer, James C. Pappas and Jack Stahl to serve as Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Lynn S. Blake | 46,595,607 | 1,092,610 | 267,367 | 4,479,695 | ||||||||||||||||||||||
| Gloria R. Boyland | 46,599,939 | 1,113,574 | 242,071 | 4,479,695 | ||||||||||||||||||||||
| J. Alexander Miller Douglas | 47,597,792 | 111,902 | 245,890 | 4,479,695 | ||||||||||||||||||||||
| Daphne J. Dufresne | 46,619,680 | 1,093,385 | 242,519 | 4,479,695 | ||||||||||||||||||||||
| Michael S. Funk | 47,096,602 | 596,949 | 262,033 | 4,479,695 | ||||||||||||||||||||||
| James M. Loree | 47,592,420 | 87,861 | 275,303 | 4,479,695 | ||||||||||||||||||||||
| Shamim Mohammad | 47,286,743 | 414,663 | 254,178 | 4,479,695 | ||||||||||||||||||||||
| James L. Muehlbauer | 47,625,502 | 84,360 | 245,722 | 4,479,695 | ||||||||||||||||||||||
| James C. Pappas | 46,519,225 | 1,191,608 | 244,751 | 4,479,695 | ||||||||||||||||||||||
| Jack Stahl | 46,136,819 | 1,573,506 | 245,259 | 4,479,695 | ||||||||||||||||||||||
(2)The stockholders approved the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 1, 2026.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 51,091,786 | 1,086,540 | 256,953 | — | |||||||||||||||||
(3)The stockholders approved, on an advisory basis, the Company’s executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 46,684,471 | 870,985 | 400,128 | 4,479,695 | |||||||||||||||||
(4)The stockholders approved the Fifth Amended and Restated 2020 Equity Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 34,540,446 | 13,095,862 | 319,276 | 4,479,695 | |||||||||||||||||
Item 8.01 Other Events.
In September 2022, the Board of Directors of United Natural Foods, Inc. (the “Company”) authorized a repurchase program for up to $200 million of its common stock over a term of four years (the “Program”), which has $138 million remaining. The Company has not made repurchases under the Program since the fourth quarter of its fiscal year ended July 29, 2023. The Company expects to resume opportunistic repurchases under the Program.
Under the Program, the Company is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices in accordance with securities laws and other legal requirements, and subject to market conditions and other factors. The Company will manage the timing and amount of any repurchases in response to market conditions and other relevant factors, including repurchase limitations under the terms of its Term Loan Agreement entered into on October 22, 2018, as amended from time to time (the “Agreement”). Pursuant to the Agreement, the Company is currently limited to $25 million of repurchases until such time as its Consolidated Total Net Leverage Ratio (as defined in the Agreement) is no greater than 3.00:1.00. The Company will also manage repurchases consistent with prioritizing achievement of its capital investment and net leverage reduction targets.
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act regarding the Program. The Company’s actual results could differ materially from those contained in forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk factors set forth in the Company’s reports on Form 10-K and Form 10-Q and the other risks and uncertainties discussed in any subsequent reports that the Company files with the Securities and Exchange Commission from time to time. Any forward-looking statements speak only as of the date made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
| UNITED NATURAL FOODS, INC. | |||||
| By: | /s/ GIORGIO MATTEO TARDITI | ||||
| Name: | Giorgio Matteo Tarditi | ||||
| Title: | President and Chief Financial Officer | ||||
Date: December 17, 2025