UNIFI INC
For the period ended Sep 18, 2024. Filed Sep 18, 2024.
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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
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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
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Filed by a Party other than the Registrant☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee paid previously with preliminary materials |
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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 Information | 1 | ||
| Security Ownership of Certain Beneficial Owners and Management | 6 | ||
| Proposal 1: | Election of Directors | 9 | |
| Director Nominees | 9 | ||
| Corporate Governance | 13 | ||
| The Board of Directors | 13 | ||
| Documents Available | 13 | ||
| Director Independence | 13 | ||
| Board Leadership Structure | 14 | ||
| Standing Board Committees | 15 | ||
| Other Board Committees | 18 | ||
| Director Meeting Attendance | 18 | ||
| Director Nomination Process | 18 | ||
| Board Diversity | 18 | ||
| Shareholder Recommendations of Director Candidates | 19 | ||
| Universal Proxy Rules for Director Nominations | 20 | ||
| Annual Evaluation of Directors and Board Committee Members | 20 | ||
| Prohibitions Against Hedging, Short Selling, or Pledging | 20 | ||
| Policy for Review of Related Person Transactions | 20 | ||
| Related Person Transactions | 21 | ||
| The Board’s Role in Risk Oversight | 21 | ||
| Communications with the Board of Directors | 22 | ||
| Director Compensation | 23 | ||
| Compensation Discussion and Analysis | 25 | ||
| Executive Summary | 25 | ||
| Compensation Philosophy, Principles, and Policies | 26 | ||
| Overview of Compensation Components | 28 | ||
| Compensation Mix | 29 | ||
| Control by the Compensation Committee | 29 | ||
| Detailed Review of Compensation Components | 29 | ||
| Policy on Executive Officer and Employee Incentive-Based Compensation Recovery | 33 | ||
| Officers Stock Ownership Policy | 33 | ||
| Tax Impact on Compensation | 34 | ||
| Risk Analysis of Compensation Programs and Practices | 35 | ||
| Shareholder Say-on-Pay Vote | 36 | ||
| Executive Compensation Tables | 37 | ||
| Summary Compensation Table | 37 | ||
| Grants of Plan-Based Awards | 39 | ||
| Outstanding Equity Awards at Fiscal Year-End | 40 | ||
| Option Exercises and Stock Vested | 42 | ||
| Nonqualified Deferred Compensation | 42 | ||
| Potential Payments Upon Termination of Employment or Change in Control | 43 | ||
| Pay Ratio Disclosure | 45 | ||
| Pay Versus Performance Disclosure | 46 | ||
| Equity Compensation Plan Information | 50 | ||
| Compensation Committee Interlocks and Insider Participation | 50 | ||
| Compensation Committee Report | 51 | ||
| Audit Committee Report | 52 | ||
| Proposal 2: | Advisory Vote to Approve Named Executive Officer Compensation | 53 | |
| Proposal 3: | Ratification of the Appointment of Independent Registered Public Accounting Firm | 54 | |
| Fees Paid to Independent Registered Public Accounting Firm | 54 | ||
| Audit Committee Pre-Approval of Audit and Non-Audit Services | 55 | ||
| Additional Information | 56 | ||
| Shareholder Proposals for the 2025 Annual Meeting of Shareholders | 56 | ||
| Householding | 57 | ||
| Appendix A: | Non-GAAP Financial Performance Measures | A-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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.