United Natural Foods Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, 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 17, 2024
| (Exact name of registrant as specified in its charter) | ||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) (Zip Code) | ||||||||
Registrant’s telephone number, including area code: (401 ) 528-8634
| N/A | ||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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).
| Emerging growth company | |||||||||||
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.
At the Annual Meeting of Stockholders, held on December 17, 2024 (the “Annual Meeting”), the stockholders of United Natural Foods, Inc. (the “Company”) approved the Fourth Amended and Restated 2020 Equity Incentive Plan (the “Fourth Amended Plan”) to (i) increase the number of shares that may be issued under the plan by 1,200,000 shares, (ii) require a release prior to vesting of shares upon retirement and (iii) certain other conforming changes. A detailed summary of the material terms of the Fourth Amended Plan appears on pages 65-71 of the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on November 6, 2024. This summary of the Fourth Amended Plan is qualified in its entirety by reference to the full text of the Fourth 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 52,548,560 shares of the common stock of the Company, out of a total of 59,909,237 shares of common stock outstanding and entitled to vote as of October 23, 2024, 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 | 45,449,341 | 1,142,661 | 289,317 | 5,667,241 | ||||||||||||||||||||||
| Gloria R. Boyland | 45,840,192 | 752,867 | 288,260 | 5,667,241 | ||||||||||||||||||||||
| J. Alexander Miller Douglas | 46,241,648 | 358,709 | 280,962 | 5,667,241 | ||||||||||||||||||||||
| Daphne J. Dufresne | 45,694,896 | 895,321 | 291,102 | 5,667,241 | ||||||||||||||||||||||
| Michael S. Funk | 46,480,810 | 159,463 | 241,046 | 5,667,241 | ||||||||||||||||||||||
| James M. Loree | 46,439,651 | 166,885 | 274,783 | 5,667,241 | ||||||||||||||||||||||
| Shamim Mohammad | 45,922,613 | 641,643 | 317,063 | 5,667,241 | ||||||||||||||||||||||
| James L. Muehlbauer | 46,370,053 | 248,759 | 262,507 | 5,667,241 | ||||||||||||||||||||||
| James C. Pappas | 45,181,073 | 1,456,265 | 243,981 | 5,667,241 | ||||||||||||||||||||||
| Jack Stahl | 44,816,165 | 1,777,984 | 287,170 | 5,667,241 | ||||||||||||||||||||||
(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 2, 2025.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 51,410,833 | 887,705 | 250,022 | — | |||||||||||||||||
(3)The stockholders approved, on an advisory basis, the Company’s executive compensation.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 43,767,642 | 2,829,893 | 283,784 | 5,667,241 | |||||||||||||||||
(4)The stockholders approved the Fourth Amended and Restated 2020 Equity Incentive Plan.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 33,570,688 | 12,975,385 | 335,246 | 5,667,241 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 18, 2024