UNITED NATURAL FOODS INC

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 (Amendment No. )

Letter from Our Independent Chair of the Board

Dear Fellow Stockholders,

I am honored to serve as the Independent Chair of our Board for a fourth year. In fiscal 2024, we significantly strengthened our foundation and built momentum for our future.

Strategic Planning. We commenced a Board- and management-led financial review of the Company, offering deep insight into how we can drive accelerating performance and create sustainable stockholder value. One outcome of this review has been the development of a new strategy and multiyear financial objectives. We also continued to elevate and execute our programs and policies related to good corporate governance practices, including our continuous Board refreshment process, our environmental and social initiatives and our focus on stockholder engagement.

Board Evaluation and Refreshment. We are committed to maintaining a diverse Board with relevant skills and experience to oversee our strategy. In fiscal 2024, we welcomed three new members to our Board who have brought valuable experience and have improved upon our existing strengths while ensuring an appropriate mix of skills, experiences and perspectives are represented on the Board. Our Board is highly engaged, as demonstrated by the many informal discussion and advisory sessions the Board held with Management throughout fiscal 2024, in addition to seven formal Board meetings. Further, in fiscal 2024, we significantly reconstituted our Committees, providing fresh insight to each Committee’s respective oversight responsibilities. Additionally, I want to thank Denise M. Clark, who has informed us she will not be standing for reelection this year, for her over eleven years of dedicated service to the Board. During her tenure, Ms. Clark provided the Board with valuable knowledge in the delivery of enterprise resource planning, digital platforms and innovative business transformation initiatives, and has played an important role in the Board and across multiple Committees, including most recently as Chair of our Nominating and Governance Committee.

Stockholder Engagement and Commitment to Good Governance. We are committed to engaging with, and responding to feedback from you, our stockholders. This summer during our annual stockholder engagement program, we reached out to holders representing over 75%, and spoke with holders representing approximately 36%, of our outstanding common stock. Over recent years, we have made several enhancements to our executive compensation and governance programs as a result of these conversations. For example, we expanded our Board diversity disclosure and publicly disclosed our EEO-1 report for the first time and intend to continue disclosing these reports going forward.

On behalf of the entire Board of Directors, I would like to thank you for your continued investment and trust as we strive to deliver long-term value for all our key stakeholders, including for you, our stockholders.

Sincerely,

Jack Stahl

Independent Chair

Letter from Our CEO

Dear Stockholders,

Fiscal 2024 was a transition year for UNFI as we reset profitability levels and strengthened our foundation while building momentum for the future. The external environment remains challenging as consumers continue to deal with higher food prices, but the success of our resilient customer base helped us finish the year with positive volume trends and deliver full-year results at the upper end of our outlook ranges for key financial metrics. Our board- and management-led financial review has brought clarity and focus to UNFI’s unique position in the food industry which has led to the introduction of our updated strategy and multi-year financial objectives.

Our new business plan is centered around our continuing desire to bring value to our customers and suppliers to help them succeed and realize their unique business objectives while simultaneously improving UNFI’s free cash flow. We plan to focus on what we can control to streamline our cost structure, partly through the application of Lean Six Sigma principles, while improving capital intensity through a more prudent approach to capital investment as well as reduced levels of working capital – all while improving the customer experience. Structurally, we’re working to optimize our distribution center network to better and more efficiently service customers and suppliers. We recently announced the closure of two facilities and plan to transfer the volume to nearby distribution centers. Our new Manchester, Pennsylvania facility is larger than the distribution center it replaces in the northeast and is being fitted with an A.I.-powered robotic automation system manufactured by Symbotic to provide greater efficiency.

As we work to implement and execute our new strategy, UNFI remains focused on sustainability and social impact initiatives that drive efficiency and cost savings while creating sustainable value for our stakeholders. In fiscal 2024, we enhanced cross-functional collaboration around our Better for All impact strategy to accelerate progress toward our goals. We took steps to reduce emissions in-line with our science-based climate targets, including beginning work on a new roof-mounted solar array installation at our Riverside, California distribution center, which will be our largest to date, and deployed a new zero-emission refrigerated delivery system at our West Sacramento, California distribution center. We solidified a five-year strategic plan for the UNFI Foundation and awarded over $1.5 million in grants, empowering changemakers to create a more sustainable and equitable food system. We also continued to cultivate an inclusive, high performing culture that focuses on safety and operational excellence and inspires everyone to reach their full potential.

We believe this past fiscal year will prove to be a transition year as we move forward with a renewed sense of purpose and ambition to create a unique company in the food distribution space. It’s only through the dedication and commitment of our people that we will succeed, and we continue to invest in their development and create opportunities for their continued growth. Late in the year we successfully onboarded our new President and CFO which completes our senior leadership team, a group that is well-aligned and focused on driving operational improvement and excellence. Their passion for the business gives us confidence in bringing our strategic vision to life. Our plan includes ambitious, but achievable, financial objectives over the next three years, and we are committed to delivering these targets and deleveraging our balance sheet. We look forward to updating you on our progress as we seek to deliver long-term sustainable stockholder value.

Sincerely,

Sandy Douglas

Chief Executive Officer

Please vote. Stockholders may vote through the Internet, by telephone or by mail. Please refer to your proxy card or the notice of proxy availability distributed to you on or about November 6, 2024 for information on how to vote through the Internet, by telephone or by mail.

Notice of Annual Meeting of Stockholders

Meeting Information

Tuesday, December 17, 2024, 4:00 p.m. EST, with log-in at 3:45 p.m. EST.

You may attend our annual meeting of stockholders in December 2024 (Annual Meeting) through the Internet by virtual web conference atwww.virtualshareholdermeeting.com/unfi2024AM. The meeting will be a virtual-only meeting, consistent with recent years. We believe the virtual meeting allows greater access for stockholders to participate in the meeting, hear from Management and ask questions than an in-person meeting in one geographic location.

Items to Be Voted on

1. The election of ten nominees as Directors to serve until the next annual meeting of stockholders.

2. The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending August 2, 2025.

3. The approval, on an advisory basis, of our executive compensation.

4. The approval of the Fourth Amended and Restated 2020 Equity Incentive Plan.

5. Consideration of such other matters as may properly come before the meeting or any adjournments or postponements thereof.

Record Date

Only stockholders of record on our books at the close of business on Wednesday, October 23, 2024, will be entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Proxy Voting

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares through the Internet, by telephone or by completing, dating, signing and promptly returning your proxy card to us in the envelope provided. The proxy materials provide you with details on how to vote by these three methods. If you decide to attend the Annual Meeting through the Internet, you may revoke your proxy and cast your vote during the meeting.

Proxy Materials

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of United Natural Foods, Inc. for use at the Annual Meeting. In accordance with rules approved by the Securities and Exchange Commission, we make proxy materials available to our stockholders over the Internet. On or about November 6, 2024, we mailed to all stockholders of record as of the close of business on October 23, 2024, a notice containing instructions on how to access our Annual Report to Stockholders, which contains our audited consolidated financial statements for the fiscal year ended August 3, 2024; our proxy statement; proxy card; and other items of interest to stockholders on the Internet website indicated in our notice, at www.proxyvote.com, as well as instructions on how to vote your shares of common stock in connection with the Annual Meeting. That notice also provided instructions on how you can request a paper copy of our proxy materials and Annual Report to Stockholders if you desire.

By Order of the Board of Directors,

Mahrukh Hussain, Esq.

General Counsel and Corporate SecretaryNovember 6, 2024