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
Contents
PROXY STATEMENT SUMMARY
For the Annual Meeting of Stockholders, December 15, 2026
Voting Matters
| Proposal | Board Recommendation | Page |
|---|---|---|
| Proposal 1—Election of Directors | FOR | 18 |
| Proposal 2—Ratification of Independent Auditor | FOR | 60 |
| Proposal 3—Say-on-Pay Resolution | FOR | 63 |
| Proposal 4—Approval of an Amendment to Our Amended and Restated Certificate of Incorporation to Limit Certain Liability of Our Officers as Permitted by Delaware Law | FOR | 64 |
| Proposal 5—Approval of the Sixth Amended and Restated 2020 Equity Incentive Plan | FOR | 66 |
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.
| Name | DirectorSince | Audit | Compensation | NominatingandGovernance |
|---|---|---|---|---|
| Lynn S. Blake Independent | Sept 2023 | ✓ | — | ✓ |
| Gloria R. Boyland Independent | Jan 2021 | — | ✓ | CHAIR |
| J. Alexander (Sandy) Miller Douglas Chief Executive Officer | Aug 2021 | — | — | — |
| Daphne J. Dufresne Independent | Oct 2016 | — | CHAIR | — |
| Michael S. Funk Independent | Feb 1996 | — | — | — |
| James M. Loree Independent | Sept 2023 | ✓ | — | — |
| Shamim Mohammad Independent | Feb 2022 | ✓ | ✓ | — |
| James L. Muehlbauer Independent | Apr 2019 | CHAIR | — | — |
| James C. Pappas Independent | Sept 2023 | — | ✓ | ✓ |
| Jack Stahl «Independent Chair | Jun 2019 | — | — | ✓ |
Year in Review
Our Strategic Priorities
UNFI is a leading grocery wholesaler and support services provider to retailers in the United States and Canada. We believe our broad array of products, data, insights, programs and services uniquely positions us to help meet a wide range of customer and supplier needs across North America. We believe our total product assortment and service offerings help differentiate UNFI in the wholesale marketplace.
We plan to continue to pursue new business opportunities with independent retailers that operate diverse formats, regional and national chains and international customers with wide-ranging needs. In fiscal 2026, we continued executing against our value creation strategy we introduced in October 2024, which seeks to build capabilities and add value to our customers and suppliers through our portfolio of products, programs, insights and services while improving our effectiveness and efficiency.
Sustainability and Impact Practices
In fiscal 2026, we continued to advance our Better for All strategy, which includes sustainability initiatives that drive meaningful impact outcomes, while simultaneously supporting business efficiencies and creating shared value for our stakeholders. Several accomplishments from fiscal 2026 include:
Released our 15th annual Impact Report in November 2025 outlining our accomplishments for fiscal 2025•Grew supplier membership of UNFI’s Climate Action Partnership and hosted two climate summits, enabling progress toward shared climate goals and adding differentiated value for our partners•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•Surpassed our annual volunteerism milestone, with associates contributing more than 20,000 volunteer hours•The UNFI Foundation, a 501(c)(3) organization, launched the “50 for 50” campaign to commemorate UNFI’s 50th anniversary, committing to investing $2.0 million in funding to support community nonprofit organizations that are increasing access to quality food•Began operating UNFI's largest solar installation to date at our Riverside, California distribution center and continued expanding renewable energy investments across the network•Exceeded our goal of donating 250 million pounds of food four years ahead of schedule, helping provide the equivalent of more than 208 million meals through partnerships with hunger-relief organizations
Executive Leadership Team Updates
In fiscal 2026, our Board and Management reviewed and updated our executive leadership team to accelerate our value creation strategy and increase operating efficiency, resulting in the following changes:
Matteo Tarditi, our President and Chief Financial Officer since April 2024, was appointed President and Chief Operating Officer, with responsibility for our product sales organizations, enterprise customer relationships, supply chain operations, technology and lean implementation•Louis Martin was appointed Chief Commercial Officer to put additional focus on accelerating our commercial strategy and capabilities•Alfredo Luchini joined UNFI as Chief Financial Officer with a focus on advancing our financial objectives to support long-term, profitable growth and stockholder value
In fiscal 2026, we continued our commitment to strong governance practices:
Continued our stockholder outreach program for fiscal 2026, reaching out to stockholders representing approximately 83%, and meeting with holders of approximately 45%, of our outstanding common stock•Maintained our ongoing focus on Board evaluation, conducting a robust Board and Committee evaluation process internally•Conducted our annual review of governance policies, resulting in updated versions of our Corporate Governance Principles, our Committee charters, our Policy Regarding Trading in Company Securities (Insider Trading Policy) and our Sustainability Policy
Board Refreshment
| Assess | → | Identify | → | Evaluate 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 | ||
| Results↓Five 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 to balance institutional knowledge with fresh perspectives, 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.
2026 Stockholder Outreach
| Reached out to holders of approximately 83% ofour outstanding stock | Ninth consecutive year of robust engagement | Met with holders of approximately 45% of our outstanding stock |
|---|
We reached out to holders representing approximately 83%, and met with holders representing approximately 45%, 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.
| ✓ | Nine of ten Director nominees are independent with mixed tenure | ✓ | Independent, non-executive Board Chair |
|---|---|---|---|
| ✓ | Active stockholder engagement with continued positive feedback on our executive compensation program | ✓ | Nominating and Governance Committee oversight of sustainability strategies and policies |
| ✓ | Robust Board refreshment process - five new Directors since fiscal 2021 | ✓ | Strong risk oversight at Board and Committee level, including regular review of Enterprise Risk Management (ERM) and cybersecurity program |
| ✓ | Strong 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 consistent 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:
| Phone | Internet before meeting | During the meeting | |
| 1-800-690-6903 | www.proxyvote.com | Vote Processingc/o Broadridge51 Mercedes WayEdgewood, NY 11717 | www.virtualshareholdermeeting.com/UNFI2026AM |
How to attend and ask questions at the meeting:
Attend the Annual Meeting online, including to vote and/or submit questions atwww.virtualshareholdermeeting.com/UNFI2026AM
The Annual Meeting will begin at approximately 11:00 a.m. EST (log-in at 10:45 a.m.) on Tuesday, December 15, 2026
You may submit questions for the meeting in advance atwww.proxyvote.com
You may submit live questions during the meeting atwww.virtualshareholdermeeting.com/UNFI2026AM
For more information about voting and attending the meeting, see “Information About the Meeting,” beginning on page 81.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.