UNFI DEF 14A: Executive Compensation & Annual Meeting Details

Ticker: UNFI · Form: DEF 14A · Filed: Nov 6, 2024 · CIK: 1020859

United Natural Foods INC DEF 14A Filing Summary
FieldDetail
CompanyUnited Natural Foods INC (UNFI)
Form TypeDEF 14A
Filed DateNov 6, 2024
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$1.5 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, annual-meeting

TL;DR

UNFI's DEF 14A is out, detailing exec pay & annual meeting info for FY23/24. Focus on equity awards for Douglas & others.

AI Summary

United Natural Foods Inc. (UNFI) filed a DEF 14A on November 6, 2024, detailing executive compensation and annual meeting matters. The filing covers fiscal periods ending July 31, 2023, and August 3, 2024, and includes information on equity awards for both "Peo" (principal executive officer) and "NonPeoNeo" (non-principal executive officer new equity award) members, such as Douglas. The company is based in Providence, RI.

Why It Matters

This filing provides crucial insights into how United Natural Foods Inc. compensates its top executives, which can influence investor decisions and corporate governance.

Risk Assessment

Risk Level: medium — DEF 14A filings often contain information about executive compensation, potential shareholder proposals, and board nominations, which can signal changes in corporate strategy or governance that may impact stock price.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit proxies from shareholders in connection with an annual or special meeting of security holders. It provides detailed information about matters to be voted on, including director elections, executive compensation, and other corporate governance issues.

What fiscal periods are covered by this filing?

This filing covers information related to fiscal periods ending July 31, 2023, and August 3, 2024, as well as prior periods like July 31, 2022, and July 30, 2022.

Who is 'Douglas' in the context of this filing?

Douglas is identified as a 'Member' in relation to equity awards, specifically mentioned under 'ecd:PeoMember' and 'ecd:NonPeoNeoMember', suggesting a role related to executive compensation or equity grants.

What is the company's standard industrial classification?

The Standard Industrial Classification (SIC) for United Natural Foods Inc. is 5141, which corresponds to Wholesale-Groceries & General Line.

Where is United Natural Foods Inc. headquartered?

United Natural Foods Inc. is headquartered in Providence, Rhode Island, with its business and mailing address listed as 313 Iron Horse Way, Providence, RI 02908.

Filing Stats: 4,321 words · 17 min read · ~14 pages · Grade level 17.6 · Accepted 2024-11-06 07:52:04

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 29 Compensation Discussion and Analysis 29 Overview 29 Business and Performance Highlights 29 Say-on-Pay Vote, Investor Engagement and Responsive Action 30

Executive Compensation Program Philosophy

Executive Compensation Program Philosophy 32

Executive Compensation Program Highlights

Executive Compensation Program Highlights 33 How We Make Decisions Regarding Executive Pay 33 Components of Our Executive Compensation Program for Fiscal 2024 36 Components of Our Executive Compensation Program for Fiscal 20 25 42 Severance and Change in Control Agreements 43 Other Programs, Policies and Considerations 44 REPORT OF THE COMPENSATION COMMITTEE 46

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 47 Summary Compensation Table—Fiscal Years 20 22-2024 47 Grants of Plan-Based Awards in Fiscal 20 24 48 Outstanding Equity Awards at Fiscal 202 4 Year-End 49 Option Exercises and Stock Vested—Fiscal 20 24 50 Pension Benefits 51 Nonqualified Deferred Compensation—Fiscal 20 24 51 Table of Contents CEO Pay Ratio 51 Potential Payments Upon Termination or Change-in-Control 51 Securities Authorized for Issuance Under Equity Compensation Plans 53 PAY VS. PERFORMANCE 54 PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 57 Fees Paid to KPMG LLP 57 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 58 AUDIT COMMITTEE REPORT 59 PROPOSAL 3—ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION 60 PROPOSAL 4 —APPROVAL OF TH E FO URTH AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN 61 Background 61 Summary of the Fourth Amended and Restated 2020 Equity Incentive Plan 65 Certain Federal Income Tax Consequences 69 New Plan Benefits 71 Historical Grants and Share Usage 71 OTHER MATTERS 73 Stock Ownership of Certain Beneficial Owners and Management 73 Stockholder Proposals and Director Nominations for the Next Annual Meeting of Stockholders 74 INFORMATION ABOUT THE MEETING 76 Record Date and Share Ownership 76 Submitting and Revoking Your Proxy 76 How to Vote 76 Broker Non-Votes and Proxy Solicitation 77 Quorum 77 Votes Required 77 Attending the Annual Meeting 78 Householding 78 ANNEX A – F OURTH AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN A-1 ANNEX B – RECONCILIATION OF NON-GAAP PERFORMANCE METRICS B-1 Table of Contents Cautionary Note Regarding Forward Looking Statements This proxy statement contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from our expectations, estim

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