United Natural Foods INC 8-K Filing

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Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 UNFI New York Stock Exchange Indicate
• $200 million — thorized a repurchase program for up to $200 million of its common stock over a term of four
• $138 million — f four years (the "Program"), which has $138 million remaining. The Company has not made rep
• $25 million — nt, the Company is currently limited to $25 million of repurchases until such time as its C

Filing Documents

• unfi-20251216.htm (8-K) — 58KB
• 0001020859-25-000072.txt ( ) — 179KB
• unfi-20251216.xsd (EX-101.SCH) — 2KB
• unfi-20251216_lab.xml (EX-101.LAB) — 22KB
• unfi-20251216_pre.xml (EX-101.PRE) — 13KB
• unfi-20251216_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, a total of 52,435,279 shares of the common stock of the Company, out of a total of 60,931,668 shares of common stock outstanding and entitled to vote as of October 22, 2025, the record date, were present in person or represented by proxies. The Company's stockholders voted on four proposals at the Annual Meeting. The results of voting on the four proposals, including final voting tabulations, are set forth below. (1) The stockholders elected Lynn S. Blake, Gloria R. Boyland, J. Alexander Miller Douglas, Daphne J. Dufresne, Michael S. Funk, James M. Loree, Shamim Mohammad, James L. Muehlbauer, James C. Pappas and Jack Stahl to serve as Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified. Name For Against Abstain Broker Non-Votes Lynn S. Blake 46,595,607 1,092,610 267,367 4,479,695 Gloria R. Boyland 46,599,939 1,113,574 242,071 4,479,695 J. Alexander Miller Douglas 47,597,792 111,902 245,890 4,479,695 Daphne J. Dufresne 46,619,680 1,093,385 242,519 4,479,695 Michael S. Funk 47,096,602 596,949 262,033 4,479,695 James M. Loree 47,592,420 87,861 275,303 4,479,695 Shamim Mohammad 47,286,743 414,663 254,178 4,479,695 James L. Muehlbauer 47,625,502 84,360 245,722 4,479,695 James C. Pappas 46,519,225 1,191,608 244,751 4,479,695 Jack Stahl 46,136,819 1,573,506 245,259 4,479,695 (2) The stockholders approved the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending August 1, 2026. For Against Abstain Broker Non-Votes 51,091,786 1,086,540 256,953 — (3) The stockholders approved, on an advisory basis, the Company's executive compensation. For Against Abstain Broker Non-Votes 46,684,471 870,985 400,128 4,479,695 (4) The stockholders approved the Fifth Amended and Restated 2020 Equity Incentive Plan. For Against Abstain Broker No

01 Other Events

Item 8.01 Other Events. In September 2022, the Board of Directors of United Natural Foods, Inc. (the "Company") authorized a repurchase program for up to $200 million of its common stock over a term of four years (the "Program"), which has $138 million remaining. The Company has not made repurchases under the Program since the fourth quarter of its fiscal year ended July 29, 2023. The Company expects to resume opportunistic repurchases under the Program. Under the Program, the Company is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices in accordance with securities laws and other legal requirements, and subject to market conditions and other factors. The Company will manage the timing and amount of any repurchases in response to market conditions and other relevant factors, including repurchase limitations under the terms of its Term Loan Agreement entered into on October 22, 2018, as amended from time to time (the "Agreement"). Pursuant to the Agreement, the Company is currently limited to $25 million of repurchases until such time as its Consolidated Total Net Leverage Ratio (as defined in the Agreement) is no greater than 3.00:1.00. The Company will also manage repurchases consistent with prioritizing achievement of its capital investment and net leverage reduction targets. This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act regarding the Program. The Company's actual results could differ materially from those contained in forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk factors set forth in the Company's reports on Form 10-K and Form 10-Q and the other

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Fifth Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan (Filed as Annex A to the Registrant's Proxy Statement on Form DEF 14A filed on November 5, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED NATURAL FOODS, INC. By: /s/ GIORGIO MATTEO TARDITI Name: Giorgio Matteo Tarditi Title: President and Chief Financial Officer Date: December 17, 2025

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