UNITED NATURAL FOODS INC
For the period ended Dec 15, 2026. Filed Nov 4, 2026.
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Dec 15, 2026 · Filed Nov 4, 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 (Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to Rule 14a-12 |
| United Natural Foods, Inc. | |
|---|---|
| (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 the appropriate box): | |
| ☒ | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Letter from Our Independent Chair of the Board
Dear Fellow Stockholders,
I am honored to continue serving as the Independent Chair of our Board of Directors. Fiscal 2026 marked UNFI’s 50th anniversary, a milestone that gives us an opportunity to reflect on our heritage and on the Board’s role in positioning the Company for the next 50 years. As we celebrate this important moment, the Board remains focused on thoughtful oversight, sound governance and the long-term success of the Company.
Celebrating 50 Years. UNFI traces its roots to the formation of its predecessor, Mountain People’s Warehouse, in 1976. Since then, we have grown organically and through acquisitions, expanding our distribution network, product selection and customer base, while building on a heritage in natural, organic and specialty products. Today, UNFI is a leading grocery wholesaler serving over 30,000 customer locations across all 50 states and all ten Canadian provinces. Co-founder Michael Funk continues to serve on our Board, bringing deep institutional knowledge and connecting us to the principles on which the Company was founded. To commemorate our anniversary, the UNFI Foundation launched the “50 for 50” grant initiative, committing to funding nonprofits in all 50 states and Canada and granting nearly $2 million in calendar year 2026. We also introduced the Michael Funk Legacy Awards to recognize customers, suppliers and associates whose longstanding partnerships and contributions have helped expand access to better food.
Board Oversight of Our Multi-Year Strategy. Fiscal 2026 was the second year of the Company’s multi-year value creation strategy, which is focused on adding value for customers and suppliers while becoming a more effective and efficient company. The Board maintains direct oversight of strategy development and execution, as well as strategic, operational and competitive risks, and receives regular progress updates from Management. We remain committed to maintaining a Board that represents a wide range of backgrounds, experiences and identities with relevant skills and experience to oversee our strategy.
Stockholder Engagement and Commitment to Good Governance. We are committed to engaging with, and responding to feedback from you, our stockholders. Our direct engagement with our stockholders helps us better understand your priorities, perspectives and areas of concern, while giving us an opportunity to elaborate on our initiatives and practices. This summer during our annual stockholder engagement program, we reached out to holders representing approximately 83%, and spoke with holders representing approximately 45%, of our outstanding common stock. Feedback from these conversations continues to inform the Board’s deliberations and has contributed to enhancements to our governance and executive compensation programs.
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 you, and for all of our key stakeholders.
Sincerely,
Jack Stahl
Independent Chair
Letter from Our CEO
Dear Stockholders,
In fiscal 2026, we completed the second year of our value creation strategy to add value for our customers and suppliers while becoming a more effective and efficient company. Throughout the year, UNFI strengthened capabilities to help our customers and suppliers differentiate and compete, while significantly improving our profitability and free cash flow. These results provide us with a strong foundation and momentum to continue to execute our strategy and our work to create long-term value in a dynamic operating environment.
We remain focused on achieving profitable growth within the most successful and resilient parts of the grocery retail industry by helping these retailers execute their differentiation strategies. In fiscal 2026, we launched more than 130 new private brand SKUs, including innovative health-forward options, to help our customers broaden their assortments and meet evolving consumer needs. We also introduced AI-enabled features on the UNFI Insights platform, helping suppliers assess store-level performance and improve demand planning.
Additionally, we believe the leadership updates we announced in July will enable us to accelerate our value creation strategy. Matteo Tarditi was appointed President and Chief Operating Officer, bringing together our sales, supply chain, technology and Lean organizations to strengthen alignment between customer relationships and operational execution. Louis Martin was appointed Chief Commercial Officer, focused on accelerating our commercial strategy and capabilities. Alfredo Luchini joined as Chief Financial Officer, bringing strong financial leadership to support long-term, profitable growth. Together, these updates position us to continue improving execution and service for our customers and suppliers.
UNFI remains committed to advancing our sustainability and impact initiatives that create value for our partners while driving greater effectiveness and efficiency across the Company. In fiscal 2026, we continued expanding supplier engagement programs that help emerging brands grow with more retailers and hosted two climate summits designed to share best practices with customers and suppliers. We also broke ground on an integrated fleet electrification project at our Gilroy, California distribution center, combining on-site renewable energy, battery storage, charging infrastructure and electric vehicles. Further, we exceeded our goal of donating 250 million pounds of food four years ahead of schedule.
We’ve started fiscal 2027 with momentum, and our team remains focused on accelerating capabilities to help our customers and suppliers grow profitably while continuing to improve effectiveness and efficiency across our business. We are encouraged by the progress we made in fiscal 2026 and see meaningful opportunities ahead as we continue our journey to become the food retail industry’s most valued partner.
We thank you for your support and trust, and I look forward to updating you on our progress.
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 4, 2026 for information on how to vote through the Internet, by telephone or by mail.
Notice of Annual Meeting of Stockholders
Meeting Information
Tuesday, December 15, 2026, 11:00 a.m. EST, with log-in at 10:45 a.m. EST.
You may attend our annual meeting of stockholders in December 2026 (Annual Meeting) through the Internet by virtual web conference atwww.virtualshareholdermeeting.com/UNFI2026AM. 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
The election of ten nominees as Directors to serve until the next annual meeting of stockholders.
The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2027.
The approval, on an advisory basis, of our executive compensation.
The approval of an amendment to our Amended and Restated Certificate of Incorporation to limit certain liability of our officers as permitted by Delaware law.
The approval of the Sixth Amended and Restated 2020 Equity Incentive Plan.
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 21, 2026, 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 (SEC), we make proxy materials available to our stockholders over the Internet. On or about November 4, 2026, we mailed to all stockholders of record as of the close of business on October 21, 2026, 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 1, 2026; 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 4, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.