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UNITED NATURAL FOODS INC

For the period ended Dec 17, 2024. Filed Nov 6, 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.

Dec 17, 2024 · Filed Nov 6, 2024

UNFI$45.30-1.5%Stored close · as of Nov 6, 2026
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Contents

PROXY STATEMENT SUMMARY

For the Annual Meeting of Stockholders, December 17, 2024

Voting Matters

ProposalBoard RecommendationPage
Proposal 1—Election of DirectorsFOR18
Proposal 2—Ratification of Independent AuditorFOR57
Proposal 3—Say-on-Pay ResolutionFOR60
Proposal 4—Approval of the Fourth Amended and Restated 2020 Equity Incentive PlanFOR61

Director Nominees

Our business and affairs are managed under the direction of the Board of Directors (the Board). The Board currently consists of eleven (11) Directors, ten (10) of whom are independent. Each Director serves a one-year term.

Denise Clark previously notified the Board that, for personal reasons, she will not stand for reelection at the Annual Meeting. Each Director, other than Ms. Clark, has been nominated for reelection. Effective as of the Annual Meeting, the size of the Board will be reduced to ten (10) Directors.

Information about our current Directors and the Committees on which they serve is set forth below.

NameDirectorSinceAuditCompensationNominatingandGovernance
Lynn S. Blake IndependentSept 2023ü—ü
Gloria R. Boyland IndependentJan 2021—ü—
Denise M. Clark IndependentFeb 2013——CHAIR
J. Alexander (Sandy) Miller Douglas Chief Executive OfficerAug 2021———
Daphne J. Dufresne IndependentOct 2016—CHAIR—
Michael S. Funk IndependentFeb 1996———
James M. Loree IndependentSept 2023ü——
Shamim Mohammad IndependentFeb 2022üü—
James L. Muehlbauer IndependentApr 2019CHAIR——
James C. Pappas IndependentSept 2023—üü
Jack Stahl Independent ChairJun 2019——ü

Year in Review

Our Strategic Priorities

UNFI is a leading distributor of grocery and non-food products and support services provider to retailers in the United States and Canada. We believe we are uniquely positioned to provide the broadest array of products and services to customers throughout North America. We are continually striving to better serve our stakeholders, including our customers, suppliers, associates and communities and to drive profitable growth and sustainable stockholder value creation. In fiscal 2025, we are focusing on a new strategy that is centered on adding value to our customers and suppliers through our expansive assortment of products, services, programs and insights that help them grow and compete. Our strategy capitalizes on our strengths, including our heritage in natural and organic products, as well as our growing, value-added digital and professional services portfolio. Simultaneously, we are working to improve free cash flow generation and reduce net leverage by optimizing controllable variables including:

Intensified Network Optimization: Streamlining our distribution center footprint to create a more efficient supply chain with a lower level of fixed capital invested.

Reduced Capital Intensity: Prioritizing capital investment needs and reducing the overall level of future spending while continuing to emphasize maintenance and targeted network enablement and technology enhancements. We also plan to lower overall working capital levels while driving higher customer satisfaction.

Optimized Cost Structure: Reducing ongoing operating expenses and better aligning corporate resources to reflect our updated strategy and customer and supplier-facing work.

Better For All

In fiscal 2024, we continued to advance our Better for All agenda, which includes long-term goals meant to make the world, our communities and our people more sustainable and resilient. Several accomplishments from fiscal 2024 include:

Further enhanced our Better for All disclosure and released our fiscal 2023 Better for All report in December 2023•Completed key initiatives in support of our science-based climate targets, including beginning work on a new roof-mounted solar array installation at our Riverside, California distribution center, our largest to date•Oversaw modifications to our policies and strategies addressing environmental, social and governmental concerns (ESG), including sustainability, corporate responsibility, corporate philanthropy and political contributions, overseen by the Nominating and Governance Committee of the Board, supported by our ESG Executive Committee•For the third year in a row, received a score of 100 on the Disability Equality Index•The UNFI Foundation, a 501(c)(3) organization, began implementing its five-year plan and awarded over $1.5 million in grants•Disclosed our EEO-1 report•Significantly grew associate volunteerism

Board Refreshment and Executive Leadership Team Updates

In fiscal 2024, our Board continued its commitment to a robust evaluation process and refreshment, while Management continued to review and update our executive leadership team to increase operating efficiency, resulting in the following changes:

Appointed three new independent Directors to the Board with deep industry experience and skills tied to our strategic focus•Lowered our average Director tenure with the retirement of three longstanding members of the Board•Significantly reconstituted our standing Committees, providing fresh perspectives to the Committees’ oversight, including a top to bottom review of our executive compensation program•Combined the role of President and Chief Financial Officer as part of our work to streamline our organization; hired Matteo Tarditi in that role•Hired a new President and Chief Executive Officer, Retail

In fiscal 2024, we continued our commitment to strong governance practices:

Continued our stockholder outreach program for fiscal 2024 reaching out to stockholders representing over 75% of our outstanding common stock•Expanded our Related Party Transactions policy to more clearly set forth the process for identifying and seeking approval of proposed related party transactions•Revised our Charitable Donations & Business Sponsorship policy to further strategic alignment with UNFI’s mission and values•Adopted a NYSE-mandated clawback policy and retained our broader recoupment policy

Board Refreshment

AssessèIdentifyèEvaluate and Recommend
•Review desired skills against our current strategy and Board composition•Consider our Director eligibility guidelines, including independence and diversity considerations•Create a Director candidate profile•Third-party recruiter identifies potential candidates•Any Director slate must include diverse candidates•Stockholders have ability to present candidates to our Board for consideration•Nominating and Governance Committee reviews skills, qualifications, diversity, independence and potential conflicts•Full Board is offered opportunity to meet with candidates•Nominating and Governance Committee recommends selected candidates to full Board
ResultsêFive new independent Directors appointed since 2021

We are committed to actively refreshing our Board and Committees to maintain a range of tenures on the Board, which we believe promotes strong Board governance. We also proactively manage potential vacancies due to retirement. The Board engages a top tier third-party recruiter to identify and recommend a diverse pool of candidates that will complement the existing skill set and qualifications of our current Board, our strategic vision and our corporate values.

In September 2023, the Company entered into a cooperation agreement with JCP Investment Management, LLC and certain of its affiliates that added three new independent Directors to the Board. These new Directors have experience in investment management, business strategy, finance, digital innovation and technological transformation. In addition, three longstanding Directors retired from the Board in December 2023. Ms. Clark previously notified the Board that she would not be standing for reelection at the Annual Meeting, and at that time, our Board size will be reduced to ten members.

2024 Stockholder Outreach

Reached out to holders of over 75% ofour outstanding stockSeventh consecutive year of robust engagementFormal Engagement Policy

We reached out to holders representing over 75%, and met with holders representing approximately 36%, of our outstanding common stock this year. In these meetings, we discussed significant Company updates, such as our Board- and management-led financial review; our corporate governance, including Board refreshment and Board oversight; our commitments to human capital management and diversity, equity and inclusion; our environmental and social programs and initiatives, including our third-party validated climate targets and progress on these goals; and our executive compensation program and equity plan. Investors were complimentary of our demonstrated responsiveness to stockholder feedback overall. We also generally sought investor feedback about our compensation program, our equity plan and how we can further enhance our good governance practices. Overall, the feedback we received was positive, and Management provided a summary of comments received to the Board for discussion.

Responsive Actions to Feedback
Revised several components of Executive Compensation ProgramEnhanced disclosureStrengthened governance policies

See“Corporate Governance—Stockholder Engagement” and“Executive Compensation—Compensation Discussion and Analysis—Say-on-Pay Vote, Investor Engagement and Responsive Action” for more discussion of actions we have taken in response to our conversations with stockholders.

üNine of ten Director nominees are independent; Mixed tenure with three Directors added in September 2023üIndependent, non-executive Board Chair
üActive stockholder engagement - continue to receive positive feedback on our executive compensation programüNominating and Governance Committee oversight of environmental, social and governance concerns
üRobust Board refreshment process - five new Directors since 2021üStrong risk oversight at Board and Committee level, including regular review of Enterprise Risk Management (ERM) and cybersecurity program
üStrong Executive Compensation Policies:•Fully independent Compensation Committee•Significant performance-based compensation, with long-term incentive compensation capped and aligned with predetermined financial metrics•Annual Say-on-Pay vote, with strong responsiveness to stockholder feedback reflected by high Say-on-Pay support•No excessive perquisites •No gross-ups of severance or change in control payments•Robust stock ownership guidelines•Broad recoupment policy in addition to NYSE-mandated executive clawback policy

How to Vote:

PhoneInternet before meetingMailDuring the meeting
1-800-690-6903www.proxyvote.comVote Processingc/o Broadridge51 Mercedes WayEdgewood, NY 11717www.virtualshareholdermeeting.com/unfi2024AM

How to attend and ask questions at the meeting:

Attend the Annual Meeting online, including to vote and/or submit questions atwww.virtualshareholdermeeting.com/unfi2024AM

The Annual Meeting will begin at approximately 4:00 p.m. EST (log-in at 3:45 p.m.) on Tuesday, December 17, 2024

You may submit questions for the meeting in advance atwww.proxyvote.com

You may submit live questions during the meeting atwww.virtualshareholdermeeting.com/unfi2024AM

For more information about voting and attending the meeting, see “Information About the Meeting,” beginning on page 76.

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.