Skip to main content

UNIFI INC

For the period ended Sep 18, 2024. Filed Sep 18, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 18, 2024 · Filed Sep 18, 2024

UFI$5.81-1.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting

and

Proxy Statement

2024 Annual Meeting of Shareholders

October 29, 2024

7201 West Friendly Avenue

Greensboro, North Carolina 27410

September 18, 2024

Dear Shareholder:

On behalf of the Board of Directors and the management of Unifi, Inc. (the “Company”), I invite you to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at 8:00 a.m., Eastern Time, on Tuesday, October 29, 2024 at the Company’s corporate headquarters located at 7201 West Friendly Avenue, Greensboro, North Carolina 27410. Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying Notice of 2024 Annual Meeting of Shareholders and Proxy Statement.

Whether or not you plan to attend the Annual Meeting, I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the Annual Meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

Thank you for your continued support.

Sincerely,

Albert P. Carey

Executive Chairman

7201 West Friendly Avenue

Greensboro, North Carolina 27410

(336) 294-4410

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Unifi, Inc. (the “Company”) will be held at 8:00 a.m., Eastern Time, on Tuesday, October 29, 2024 at the Company’s corporate headquarters located at 7201 West Friendly Avenue, Greensboro, North Carolina 27410, for the following purposes:

to elect the eight directors nominated by the Board of Directors;

to approve, on an advisory basis, the Company’s named executive officer compensation in fiscal 2024;

to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2025; and

to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote “FOR” Items 1, 2, and 3. The proxy holders will use their discretion to vote on other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record as of the close of business on September 3, 2024 will be entitled to vote at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the Annual Meeting. If you are a shareholder of record and received a paper copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote by telephone; (ii) vote via the Internet; or (iii) complete, sign, date, and return your proxy card in the postage-paid envelope provided. If you are a shareholder of record and received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares by proxy at the Internet site address listed on your Notice. If you hold your shares through an account with a bank, broker, or similar organization, please follow the instructions you receive from the shareholder of record to vote your shares.

By Order of the Board of Directors,

Jeffrey R. Vining

Vice President, General Counsel, and Secretary

September 18, 2024

Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting of Shareholders To Be Held on October 29, 2024:The Notice of Annual Meeting and Proxy Statementand the Annual Report on Form 10-K are available at www.proxyvote.com.

Table of Contents

Page
General Information1
Security Ownership of Certain Beneficial Owners and Management6
Proposal 1:Election of Directors9
Director Nominees9
Corporate Governance13
The Board of Directors13
Documents Available13
Director Independence13
Board Leadership Structure14
Standing Board Committees15
Other Board Committees18
Director Meeting Attendance18
Director Nomination Process18
Board Diversity18
Shareholder Recommendations of Director Candidates19
Universal Proxy Rules for Director Nominations20
Annual Evaluation of Directors and Board Committee Members20
Prohibitions Against Hedging, Short Selling, or Pledging20
Policy for Review of Related Person Transactions20
Related Person Transactions21
The Board’s Role in Risk Oversight21
Communications with the Board of Directors22
Director Compensation23
Compensation Discussion and Analysis25
Executive Summary25
Compensation Philosophy, Principles, and Policies26
Overview of Compensation Components28
Compensation Mix29
Control by the Compensation Committee29
Detailed Review of Compensation Components29
Policy on Executive Officer and Employee Incentive-Based Compensation Recovery33
Officers Stock Ownership Policy33
Tax Impact on Compensation34
Risk Analysis of Compensation Programs and Practices35
Shareholder Say-on-Pay Vote36
Executive Compensation Tables37
Summary Compensation Table37
Grants of Plan-Based Awards39
Outstanding Equity Awards at Fiscal Year-End40
Option Exercises and Stock Vested42
Nonqualified Deferred Compensation42
Potential Payments Upon Termination of Employment or Change in Control43
Pay Ratio Disclosure45
Pay Versus Performance Disclosure46
Equity Compensation Plan Information50
Compensation Committee Interlocks and Insider Participation50
Compensation Committee Report51
Audit Committee Report52
Proposal 2:Advisory Vote to Approve Named Executive Officer Compensation53
Proposal 3:Ratification of the Appointment of Independent Registered Public Accounting Firm54
Fees Paid to Independent Registered Public Accounting Firm54
Audit Committee Pre-Approval of Audit and Non-Audit Services55
Additional Information56
Shareholder Proposals for the 2025 Annual Meeting of Shareholders56
Householding57
Appendix A:Non-GAAP Financial Performance MeasuresA-1

i

PROXY STATEMENT

The Board of Directors (the “Board of Directors” or the “Board”) of Unifi, Inc. (“UNIFI” or the “Company”) is providing these materials to you in connection with the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at 8:00 a.m., Eastern Time, on Tuesday, October 29, 2024 at the Company’s corporate headquarters located at 7201 West Friendly Avenue, Greensboro, North Carolina 27410.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.