UNIFI INC
For the period ended Sep 10, 2025. Filed Sep 12, 2025.
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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 10, 2025 · Filed Sep 12, 2025
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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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| ☐ | 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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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 Information | 1 | ||
| Security Ownership of Certain Beneficial Owners and Management | 7 | ||
| Proposal 1: | Election of Directors | 10 | |
| Director Nominees | 10 | ||
| Corporate Governance | 14 | ||
| The Board of Directors | 14 | ||
| Documents Available | 14 | ||
| Director Independence | 14 | ||
| Board Leadership Structure | 15 | ||
| Standing Board Committees | 16 | ||
| Other Board Committees | 19 | ||
| Director Meeting Attendance | 19 | ||
| Director Nomination Process | 19 | ||
| Shareholder Recommendations of Director Candidates | 20 | ||
| Universal Proxy Rules for Director Nominations | 21 | ||
| Annual Evaluation of Directors and Board Committee Members | 21 | ||
| Prohibitions Against Hedging, Short Selling, or Pledging | 21 | ||
| Policy for Review of Related Person Transactions | 22 | ||
| Related Person Transactions | 22 | ||
| The Board’s Role in Risk Oversight | 23 | ||
| Communications with the Board of Directors | 23 | ||
| Shareholder Engagement | 24 | ||
| Director Compensation | 25 | ||
| Compensation Discussion and Analysis | 27 | ||
| Executive Summary | 27 | ||
| Compensation Philosophy, Principles, and Policies | 28 | ||
| Overview of Compensation Components | 30 | ||
| Compensation Mix | 31 | ||
| Control by the Compensation Committee | 31 | ||
| Detailed Review of Compensation Components | 31 | ||
| Policy on Executive Officer and Employee Incentive-Based Compensation Recovery | 36 | ||
| Officers Stock Ownership Policy | 37 | ||
| Tax Impact on Compensation | 38 | ||
| Risk Analysis of Compensation Programs and Practices | 38 | ||
| Shareholder Say-on-Pay Vote | 39 | ||
| Executive Compensation Tables | 40 | ||
| Summary Compensation Table | 40 | ||
| Grants of Plan-Based Awards | 41 | ||
| Outstanding Equity Awards at Fiscal Year-End | 42 | ||
| Option Exercises and Stock Vested | 45 | ||
| Nonqualified Deferred Compensation | 45 | ||
| Potential Payments Upon Termination of Employment or Change in Control | 46 | ||
| Pay Ratio Disclosure | 48 | ||
| Pay Versus Performance Disclosure | 49 | ||
| Equity Compensation Plan Information | 53 | ||
| Compensation Committee Interlocks and Insider Participation | 53 | ||
| Compensation Committee Report | 54 | ||
| Audit Committee Report | 55 | ||
| Proposal 2: | Advisory Vote to Approve Named Executive Officer Compensation | 56 | |
| Proposal 3: | Approval of the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan | 57 | |
| Introduction | 57 | ||
| Overview of Features and Objectives | 58 | ||
| Eligibility and Administration | 58 | ||
| Types of Awards that may be Granted | 59 | ||
| Amount of Stock Available | 59 | ||
| Performance Shares | 59 | ||
| Restricted Stock and Vested Share Awards | 60 | ||
| Restricted Stock Units, Performance Share Units, and Vested Share Units | 60 | ||
| Stock Options and Stock Appreciation Rights | 61 | ||
| Transferability of Awards | 61 | ||
| Amendment of the Second Amended 2013 Plan and Awards | 62 | ||
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| Federal Income Tax Consequences | 62 | ||
| Effective Date and Termination | 64 | ||
| New Second Amended 2013 Plan Benefits | 64 | ||
| Historical Grant Data | 65 | ||
| Historical Burn Rate and Potential Dilution | 65 | ||
| Vote Recommendation | 65 | ||
| Proposal 4: | Ratification of the Appointment of Independent Registered Public Accounting Firm | 66 | |
|---|---|---|---|
| Fees Paid to Independent Registered Public Accounting Firm | 66 | ||
| Audit Committee Pre-Approval of Audit and Non-Audit Services | 67 | ||
| Additional Information | 68 | ||
| Shareholder Proposals for the 2026 Annual Meeting of Shareholders | 68 | ||
| Householding | 69 | ||
| Appendix A: | Non-GAAP Financial Performance Measures | A-1 | |
| Appendix B: | Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan | B-1 | |
| Appendix C: | Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan | C-1 |
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