Unifi Seeks Shareholder Approval for Director Slate, Compensation, and 1.24M Share Increase

TL;DR

**UFI is asking for a massive 1.24 million share increase for executive incentives, signaling potential dilution but also a strong push to retain talent; vote FOR if you trust management's long-term vision, otherwise consider the dilution risk.**

AI Summary

UNIFI, INC. (UFI) is holding its 2025 Annual Meeting of Shareholders on October 28, 2025, to address several key proposals. Shareholders will vote on the election of eight director nominees, the advisory approval of named executive officer compensation for fiscal 2025, and a significant increase of 1,240,000 shares to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan. Additionally, the appointment of KPMG LLP as the independent registered public accounting firm for fiscal 2026 will be ratified. The Board of Directors unanimously recommends a 'FOR' vote on all four proposals. The increase in the incentive compensation plan shares suggests a strategic focus on retaining and incentivizing key talent, potentially impacting future dilution. The company's audited consolidated financial statements for fiscal 2025 are available in its Annual Report on Form 10-K, providing context for the executive compensation vote. As of September 2, 2025, there were 18,360,663 shares of common stock outstanding, each entitled to one vote.

Why It Matters

This DEF 14A filing is crucial for UNIFI investors as it outlines the company's governance structure, executive compensation practices, and future equity incentive plans. The proposed increase of 1,240,000 shares for the 2013 Incentive Compensation Plan could lead to significant dilution, impacting existing shareholder value, but is framed as essential for talent retention in a competitive market. The advisory vote on fiscal 2025 executive compensation provides a direct channel for shareholders to voice their approval or disapproval of how the company rewards its leadership, influencing future compensation strategies. Ratifying KPMG LLP ensures continued financial oversight, which is vital for maintaining investor confidence and regulatory compliance.

Risk Assessment

Risk Level: medium — The proposal to increase the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan by 1,240,000 shares introduces a medium risk of dilution for existing shareholders. While the Board recommends a 'FOR' vote, this significant increase in potential equity awards could dilute the value of current holdings if not managed effectively. The filing does not provide specific details on the current utilization rate or the immediate impact on outstanding shares, making the full extent of future dilution uncertain.

Analyst Insight

Investors should carefully review the details of the proposed 1,240,000 share increase for the incentive compensation plan and its potential dilutive effects. While the Board recommends 'FOR' all proposals, shareholders should consider voting 'AGAINST' Proposal 3 if they are concerned about excessive dilution or believe executive incentives are already sufficient, or 'FOR' if they believe it's critical for talent retention and long-term growth.

Executive Compensation

Key Numbers

• 1,240,000 shares — Increase in shares for Incentive Compensation Plan (Proposed increase to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan)
• October 28, 2025 — Date of Annual Meeting (Scheduled date for the 2025 Annual Meeting of Shareholders)
• September 2, 2025 — Record Date (Shareholders of record as of this date are entitled to vote)
• 18,360,663 shares — Common Stock Outstanding (Total shares of Common Stock issued and outstanding as of the record date)
• 8 — Number of Directors (Number of directors nominated for election by the Board of Directors)
• 8:00 a.m., Eastern Time — Meeting Start Time (Time the Annual Meeting will commence)

Key Players & Entities

• UNIFI, INC. (company) — Registrant and Company in the filing
• Albert P. Carey (person) — Executive Chairman of UNIFI, INC.
• Wesley M. Suttle (person) — Vice President, General Counsel, and Secretary of UNIFI, INC.
• KPMG LLP (company) — Independent registered public accounting firm for fiscal 2026
• Securities and Exchange Commission (regulator) — Regulator for the filing
• Equiniti Trust Company, LLC (company) — UNIFI's transfer agent
• Edmund M. Ingle (person) — Officer and director of UNIFI, Inc., named as proxy holder
• $0.10 (dollar_amount) — Par value per share of Common Stock

FAQ

Risk Factors

• Potential Dilution from Incentive Plan [medium — financial]: The proposed increase of 1,240,000 shares to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan could lead to significant dilution for existing shareholders. This plan is intended to retain and incentivize key talent, but the scale of the increase requires careful monitoring of its impact on earnings per share and shareholder value.
• SEC Reporting and Compliance [low — regulatory]: As a publicly traded company, UNIFI must adhere to SEC regulations for filings like the DEF 14A. Non-compliance or errors in these filings can lead to investigations, fines, and reputational damage.
• Dependence on Key Personnel [medium — operational]: The incentive compensation plan's focus on retaining key talent suggests a potential reliance on specific individuals. The departure of critical executives could disrupt operations and negatively impact financial performance.

Industry Context

UNIFI operates in the textile industry, specifically focusing on recycled and synthetic yarns. The industry is increasingly influenced by sustainability trends, with a growing demand for recycled materials. Competition can be intense, driven by factors such as cost, innovation in material science, and supply chain efficiency.

Regulatory Implications

UNIFI, as a public company, is subject to SEC regulations governing proxy solicitations and corporate governance. The proposed increase in the incentive compensation plan requires shareholder approval, highlighting the importance of transparency and adherence to disclosure requirements.

What Investors Should Do

1. Review the proposed increase to the Incentive Compensation Plan.
2. Evaluate the advisory vote on Named Executive Officer compensation.
3. Confirm the ratification of KPMG LLP as the independent auditor.

Key Dates

• 2025-10-28: 2025 Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, and an increase to the incentive compensation plan. This is a key event for shareholder governance and strategic direction.
• 2025-09-02: Record Date — Establishes the list of shareholders eligible to vote at the Annual Meeting. As of this date, there were 18,360,663 shares of common stock outstanding.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of shareholders, including proxy materials, proposals, and director nominations. (This document is the primary source of information for the 2025 Annual Meeting of Shareholders for UNIFI, INC.)

Named Executive Officer (NEO)

The top executive officers of a company, typically including the CEO, CFO, and other highest-paid executives, whose compensation is disclosed in SEC filings. (Shareholders will vote on the advisory approval of compensation for UNIFI's NEOs.)

Incentive Compensation Plan

A plan designed to reward employees, particularly executives, based on the achievement of specific performance goals or company success, often involving stock options or other equity awards. (UNIFI is seeking shareholder approval to increase the number of shares available under its 2013 Incentive Compensation Plan, indicating a focus on employee motivation and retention.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders will vote to ratify the appointment of KPMG LLP as UNIFI's auditor for fiscal year 2026.)

Dilution

The reduction in the ownership percentage of existing shareholders when a company issues new shares, which can also impact earnings per share. (The proposed increase in shares for the incentive plan raises concerns about potential dilution for current shareholders.)

Year-Over-Year Comparison

This analysis is based on the DEF 14A for the 2025 Annual Meeting. Information regarding year-over-year comparisons of financial metrics like revenue growth, margin changes, or the emergence of new risks would typically be found in the company's Annual Report on Form 10-K for the preceding fiscal year, which is referenced but not detailed within this proxy statement.

Key Financial Figures

• $0.10 — 0,663 shares of common stock, par value $0.10 per share, of UNIFI ("Common Stock") we

Filing Documents

• ufi-20250910.htm (DEF 14A) — 3206KB
• img116420766_0.jpg (GRAPHIC) — 35KB
• img116420766_1.jpg (GRAPHIC) — 12KB
• img116420766_2.jpg (GRAPHIC) — 4KB
• img116420766_3.jpg (GRAPHIC) — 27KB
• img116420766_4.jpg (GRAPHIC) — 73KB
• img116420766_5.jpg (GRAPHIC) — 59KB
• img116420766_6.jpg (GRAPHIC) — 52KB
• img116420766_7.jpg (GRAPHIC) — 52KB
• img116420766_8.jpg (GRAPHIC) — 483KB
• img116420766_9.jpg (GRAPHIC) — 229KB
• 0000950170-25-114377.txt ( ) — 7378KB
• ufi-20250910.xsd (EX-101.SCH) — 29KB
• ufi-20250910_htm.xml (XML) — 680KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 7 Proposal 1: Election of Directors 10 Director Nominees 10 Corporate Governance 14 The Board of Directors 14 Documents Available 14 Director Independence 14 Board Leadership Structure 15 Standing Board Committees 16 Other Board Committees 19 Director Meeting Attendance 19 Director Nomination Process 19 Shareholder Recommendations of Director Candidates 20 Universal Proxy Rules for Director Nominations 21 Annual Evaluation of Directors and Board Committee Members 21 Prohibitions Against Hedging, Short Selling, or Pledging 21 Policy for Review of Related Person Transactions 22 Related Person Transactions 22 The Board's Role in Risk Oversight 23 Communications with the Board of Directors 23 Shareholder Engagement 24 Director Compensation 25 Compensation Discussion and Analysis 27 Executive Summary 27 Compensation Philosophy, Principles, and Policies 28 Overview of Compensation Components 30 Compensation Mix 31 Control by the Compensation Committee 31 Detailed Review of Compensation Components 31 Policy on Executive Officer and Employee Incentive-Based Compensation Recovery 36 Officers Stock Ownership Policy 37 Tax Impact on Compensation 38 Risk Analysis of Compensation Programs and Practices 38 Shareholder Say-on-Pay Vote 39

Executive Compensation Tables

Executive Compensation Tables 40 Summary Compensation Table 40 Grants of Plan-Based Awards 41 Outstanding Equity Awards at Fiscal Year-End 42 Option Exercises and Stock Vested 45 Nonqualified Deferred Compensation 45 Potential Payments Upon Termination of Employment or Change in Control 46 Pay Ratio Disclosure 48 Pay Versus Performance Disclosure 49 Equity Compensation Plan Information 53 Compensation Committee Interlocks and Insider Participation 53 Compensation Committee Report 54 Audit Committee Report 55 Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation 56 Proposal 3: Approval of the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan 57 Introduction 57 Overview of Features and Objectives 58 Eligibility and Administration 58 Types of Awards that may be Granted 59 Amount of Stock Available 59 Performance Shares 59 Restricted Stock and Vested Share Awards 60 Restricted Stock Units, Performance Share Units, and Vested Share Units 60 Stock Options and Stock Appreciation Rights 61 Transferability of Awards 61 Amendment of the Second Amended 2013 Plan and Awards 62 i Federal Income Tax Consequences 62 Effective Date and Termination 64 New Second Amended 2013 Plan Benefits 64 Historical Grant Data 65 Historical Burn Rate and Potential Dilution 65 Vote Recommendation 65 Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm 66 Fees Paid to Independent Registered Public Accounting Firm 66 Audit Committee Pre-Approval of Audit and Non-Audit Services 67 Additional Information 68 Shareholder Proposals for the 2026 Annual Meeting of Shareholders 68 2025 Annual Report to Shareholders 68 Annual Report on Form 10-K 68 Householding 69 Appendix A: Non-GAAP Financial Performance Measures A- 1 Appendix B:

Security Ownership of Certain Be neficial Owners and Management

Security Ownership of Certain Be neficial Owners and Management The table below provides information about the beneficial ownership of Common Stock as of the close of business on September 2, 2025, by each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock as well as by each director, director nominee, and named executive officer and by all directors, director nominees, and executive officers as a group. In computing the number of shares beneficially owned by a person and the ownership percentage of that person, shares deemed outstanding include (i) shares of Common Stock subject to stock options held by that person that are currently exercisable or exercisable within 60 days of September 2, 2025 and (ii) restricted stock units and vested share units that are currently vested or vest within 60 days of September 2, 2025. However, these shares or units are not deemed outstanding for the purpose of computing the ownership percentage of any other person. The ownership percentage is based on 18,360,663 shares of Common Stock outstanding as of the close of business on September 2, 2025. Except as otherwise indicated in the footnotes below, each of the persons named in the table has sole voting and investment power with respect to the securities indicated as beneficially owned by such person, subject to community property laws where applicable. Unless otherwise indicated in the footnotes below, the address for each of the beneficial owners is c/o Unifi, Inc., 7201 West Friendly Avenue, Greensboro, North Carolina 27410. Name Number of Shares and Nature of Beneficial Ownership Percentage Principal Shareholders: Kenneth G. Langone 2,530,000 (1) 13.78 % Pinnacle Associates Ltd. 1,002,000 (2) 5.46 % 22NW Fund, LP and related parties 981,535 (3) 5.35 % Minerva Advisors LLC and related parties 921,787 (4) 5.02 % Directors, Director Nominees, and Named Executive Office

View Full Filing

View this DEF 14A filing on SEC EDGAR