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UNITED NATURAL FOODS INC

For the period ended Dec 16, 2025. Filed Nov 5, 2025.

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 16, 2025 · Filed Nov 5, 2025

UNFI$45.30-1.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

PROXY STATEMENT SUMMARY

For the Annual Meeting of Stockholders, December 16, 2025

Voting Matters

ProposalBoard RecommendationPage
Proposal 1—Election of DirectorsFOR17
Proposal 2—Ratification of Independent AuditorFOR58
Proposal 3—Say-on-Pay ResolutionFOR61
Proposal 4—Approval of the Fifth Amended and Restated 2020 Equity Incentive PlanFOR62

Director Nominees

Our business and affairs are managed under the direction of the Board of Directors (the Board). The Board currently consists of ten (10) Directors, nine (9) of whom are independent.

Information about our current Directors and the Committees on which they serve is set forth below. Each Director serves a one-year term and has been nominated for re-election.

NameDirectorSinceAuditCompensationNominatingandGovernance
Lynn S. Blake IndependentSept 2023ü—ü
Gloria R. Boyland IndependentJan 2021—üCHAIR
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.

We are executing against the refreshed strategy we introduced in October 2024 that seeks to add value to our customers and suppliers through our portfolio of products, programs, insights and services while improving our effectiveness and efficiency. To accomplish the latter, we are focused on controllable variables in four key areas: network optimization, cost efficiency, working capital management and reducing capital intensity.

Sustainability and Impact Practices

In fiscal 2025, we continued to advance our Better for All agenda, which includes sustainability initiatives that drive efficiency, cost savings and create shared value for our stakeholders. Several accomplishments from fiscal 2025 include:

Released our 14th annual Impact Report in January 2025 outlining our accomplishments for fiscal 2024•Grew supplier membership of UNFI’s Climate Action Partnership•Hosted an inaugural Climate Summit, enabling progress toward shared climate goals and adding differentiated value for our partners•Made modifications to our policies and strategies addressing sustainability and impact matters, overseen by the Nominating and Governance Committee and supported by our Sustainability Executive Committee•The UNFI Foundation, a 501(c)(3) organization, awarded over $1.8 million in funding to support community nonprofit organizations that are increasing access to quality food•Completed a materiality assessment based in the principles of double materiality to identify key areas of impact and further refine our impact strategy•Grew membership in our Belonging & Innovation Groups

Board Refreshment and Executive Leadership Team Updates

In fiscal 2025, 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:

Reduced our Board size to ten Directors representing a range of tenures•Appointed Gloria Boyland as Chair of the Nominating and Governance Committee•Realigned our wholesale business into two product-centered divisions, Conventional Grocery Products and Natural, Organic, Specialty & Fresh Products, and elevated Louis Martin to President of Conventional Grocery Products and UNFI Chief Commercial Officer and Mark Bushway to President of Natural, Organic, Specialty & Fresh Products and UNFI Chief Supply Chain Officer•In August 2025, hired a new President and Chief Executive Officer, Retail, with significant retail experience

In fiscal 2025, we continued our commitment to strong governance practices:

Continued our stockholder outreach program for fiscal 2025, reaching out to stockholders representing approximately 80%, and meeting with holders of approximately 48%, of our outstanding common stock•Engaged a third-party consultant to conduct a robust Board and Committee evaluation process•Conducted our annual review of governance policies, resulting in updated versions of our Corporate Governance Principles, our Code of Conduct, our Committee charters and our Sustainability 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 of experience•Create a Director candidate profile•Third-party recruiter identifies potential candidates•Any list of Director candidates must include individuals representing a wide range of backgrounds, experiences and identities•Stockholders have ability to present candidates to our Board for consideration•Nominating and Governance Committee reviews skills, qualifications, 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 fiscal 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 list of candidates that represent a wide range of backgrounds, experiences and identities that will complement the existing skill set and qualifications of our current Board, our strategic vision and our corporate values.

2025 Stockholder Outreach

Reached out to holders of approximately 80% ofour outstanding stockEighth consecutive year of robust engagementMet with holders of approximately 48% of our outstanding stock

We reached out to holders representing approximately 80%, and met with holders representing approximately 48%, of our outstanding common stock this year. 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 comprehensive summary of investor feedback to the appropriate Committees for discussion.

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 with mixed tenureüIndependent, non-executive Board Chair
üActive stockholder engagement with continued positive feedback on our executive compensation programüNominating and Governance Committee oversight of sustainability strategies and policies
üRobust Board refreshment process - five new Directors since fiscal 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/UNFI2025AM

How to attend and ask questions at the meeting:

Attend the Annual Meeting online, including to vote and/or submit questions atwww.virtualshareholdermeeting.com/UNFI2025AM

The Annual Meeting will begin at approximately 3:30 p.m. EST (log-in at 3:15 p.m.) on Tuesday, December 16, 2025

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

You may submit live questions during the meeting atwww.virtualshareholdermeeting.com/UNFI2025AM

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.