unfi-202409250001020859FALSE00010208592024-09-252024-09-25
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): September 25, 2024
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UNITED NATURAL FOODS, INC. |
(Exact name of registrant as specified in its charter) |
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Delaware (State or other jurisdiction of incorporation) | 001-15723 (Commission File Number) | 05-0376157 (IRS Employer Identification No.) |
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313 Iron Horse Way, Providence, RI 02908 |
(Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (401) 528-8634
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.01 | UNFI | New York Stock Exchange |
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).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2024, Denise M. Clark, a member of the board of directors (the “Board”) of United Natural Foods, Inc. (the “Company”), notified the Company that she will not seek reelection at the Company’s upcoming annual meeting of stockholders (the “Annual Meeting”). Ms. Clark will continue to serve on the Board until the Annual Meeting.
Ms. Clark has confirmed that her decision not to stand for reelection is not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
Effective immediately after the Annual Meeting, the size of the Company’s Board will be reduced from 11 to 10 directors.
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.
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UNITED NATURAL FOODS, INC. |
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By: | /s/ Giorgio Matteo Tarditi |
Name: | Giorgio Matteo Tarditi |
Title: | President and Chief Financial Officer |
Date: October 1, 2024