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UNIFI INC

For the period ended Sep 10, 2025. Filed Sep 12, 2025.

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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 10, 2025 · Filed Sep 12, 2025

UFI$5.81-1.7%Stored close · as of Nov 6, 2026
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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

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

2025 Annual Meeting of Shareholders

October 28, 2025

7201 West Friendly Avenue

Greensboro, North Carolina 27410

September 12, 2025

Dear Shareholder:

On behalf of the Board of Directors and the management of Unifi, Inc. (the “Company”), I invite you to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at 8:00 a.m., Eastern Time, on Tuesday, October 28, 2025 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 2025 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 2025 ANNUAL MEETING OF SHAREHOLDERS

The 2025 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 28, 2025 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 2025;

to approve the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 1,240,000 shares;

to ratify the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026; 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, 3, and 4. 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 2, 2025 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,

Wesley M. Suttle

Vice President, General Counsel, and Secretary

September 12, 2025

Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting of Shareholders To Be Held on October 28, 2025: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 Management7
Proposal 1:Election of Directors10
Director Nominees10
Corporate Governance14
The Board of Directors14
Documents Available14
Director Independence14
Board Leadership Structure15
Standing Board Committees16
Other Board Committees19
Director Meeting Attendance19
Director Nomination Process19
Shareholder Recommendations of Director Candidates20
Universal Proxy Rules for Director Nominations21
Annual Evaluation of Directors and Board Committee Members21
Prohibitions Against Hedging, Short Selling, or Pledging21
Policy for Review of Related Person Transactions22
Related Person Transactions22
The Board’s Role in Risk Oversight23
Communications with the Board of Directors23
Shareholder Engagement24
Director Compensation25
Compensation Discussion and Analysis27
Executive Summary27
Compensation Philosophy, Principles, and Policies28
Overview of Compensation Components30
Compensation Mix31
Control by the Compensation Committee31
Detailed Review of Compensation Components31
Policy on Executive Officer and Employee Incentive-Based Compensation Recovery36
Officers Stock Ownership Policy37
Tax Impact on Compensation38
Risk Analysis of Compensation Programs and Practices38
Shareholder Say-on-Pay Vote39
Executive Compensation Tables40
Summary Compensation Table40
Grants of Plan-Based Awards41
Outstanding Equity Awards at Fiscal Year-End42
Option Exercises and Stock Vested45
Nonqualified Deferred Compensation45
Potential Payments Upon Termination of Employment or Change in Control46
Pay Ratio Disclosure48
Pay Versus Performance Disclosure49
Equity Compensation Plan Information53
Compensation Committee Interlocks and Insider Participation53
Compensation Committee Report54
Audit Committee Report55
Proposal 2:Advisory Vote to Approve Named Executive Officer Compensation56
Proposal 3:Approval of the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan57
Introduction57
Overview of Features and Objectives58
Eligibility and Administration58
Types of Awards that may be Granted59
Amount of Stock Available59
Performance Shares59
Restricted Stock and Vested Share Awards60
Restricted Stock Units, Performance Share Units, and Vested Share Units60
Stock Options and Stock Appreciation Rights61
Transferability of Awards61
Amendment of the Second Amended 2013 Plan and Awards62

i

Federal Income Tax Consequences62
Effective Date and Termination64
New Second Amended 2013 Plan Benefits64
Historical Grant Data65
Historical Burn Rate and Potential Dilution65
Vote Recommendation65
Proposal 4:Ratification of the Appointment of Independent Registered Public Accounting Firm66
Fees Paid to Independent Registered Public Accounting Firm66
Audit Committee Pre-Approval of Audit and Non-Audit Services67
Additional Information68
Shareholder Proposals for the 2026 Annual Meeting of Shareholders68
Householding69
Appendix A:Non-GAAP Financial Performance MeasuresA-1
Appendix B:Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation PlanB-1
Appendix C:Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation PlanC-1

ii

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