UNFI Supplemental Proxy Statement Filed

TL;DR

UNFI dropped more proxy docs for the Dec 17th meeting, check 'em out.

AI Summary

United Natural Foods, Inc. (UNFI) is filing a supplemental proxy statement for its annual meeting of stockholders on December 17, 2024. This filing provides additional materials to stockholders and does not require a new filing fee. The company is based in Providence, RI, and operates in the wholesale groceries sector.

Why It Matters

This filing provides updated information to shareholders before the annual meeting, ensuring they have the latest details for voting on important company matters.

Risk Assessment

Risk Level: low — This is a routine supplemental filing for an annual meeting and does not contain new or unusual financial information or strategic changes.

Key Players & Entities

• UNITED NATURAL FOODS INC (company) — Registrant
• 0001020859-24-000092 (filing_id) — Accession Number
• December 17, 2024 (date) — Annual Meeting Date
• November 6, 2024 (date) — Original Proxy Statement Date
• 313 IRON HORSE WAY (address) — Company Business Address
• PROVIDENCE (location) — Company City
• RI (state) — Company State
• 02908 (zip_code) — Company Zip Code

FAQ

Filing Documents

• formdefa14aproxyletterfy24.htm (DEFA14A) — 39KB
• jackstahlsignaturea.jpg (GRAPHIC) — 37KB
• 0001020859-24-000092.txt ( ) — 91KB

From the Filing

Document 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)) o Definitive Proxy Statement Definitive Additional Materials o Soliciting Material Under 240.14a-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. SUPPLEMENT TO PROXY STATEMENT DATED NOVEMBER 6, 2024 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 2024 Dear Fellow Stockholders, The additional materials provided herein supplement, and should be read in conjunction with, the information regarding Proposal 4 – Approval of the Fourth Amended and Restated 2020 Equity Incentive Plan contained in the definitive proxy statement (the "Proxy Statement") of United Natural Foods, Inc. ("we," "us," "our" or the "Company") filed with the Securities and Exchange Commission on November 6, 2024, regarding the annual meeting of stockholders (the "Annual Meeting") to be held on December 17, 2024, at 4 p.m. ET. The information set forth in the Proxy Statement remains unchanged and should continue to be considered in casting votes by proxy or in person at the Annual Meeting. This additional material solely provides further information to be considered with respect to a stockholder's evaluation of Proposal 4 of the Proxy Statement. Capitalized terms used herein, unless otherwise defined, have the meanings set forth in the Proxy Statement. As more specifically described in the Proxy Statement, we are seeking stockholder approval of the Fourth Amended and Restated 2020 Equity Incentive Plan (the "Fourth Amended and Restated Plan"), which includes, among other items, an increase in the number of shares available for issuance by 1,200,000 shares. The additional materials herein outline the reasons we believe stockholders should support the proposal. We ask that you vote " FOR " Proposal 4 – Approval of the Fourth Amended and Restated 2020 Equity Incentive Plan . Sincerely, Jack Stahl Independent Chair, on behalf of the Board of Directors of United Natural Foods, Inc. 1 Supplemental Information Concerning Proposal No. 4 The following points outline the reasons that we believe our stockholders should support Proposal 4 – Approval of the Fourth Amended and Restated 2020 Equity Incentive Plan 1. We have a history of prudent grant practices. Our compensation program is in line with market compensation, but results in elevated dilution and burn rate due to our market capitalization as compared to the Comparator Group. Prudent Grant Practices We operate a larger and more complex business than the Comparator Group as evidenced by revenue size (78 th percentile) and employee count (62 nd percentile). Despite that, for fiscal 2024, our stock compensation expense approximates the Comparator Group's 53 rd percentile, 30 th percentile as a percent of revenue and 40 th percentile of stock expense per employee, demonstrating our commitment to responsible share usage. Dilution Paying market competitive compensation results in higher dilution for us than for the companies in the Comparator Group. Our market capitalization was in the 2 nd percentile, and our outstanding share count was approximately 57% of the median number of the outstanding shares most recently reported of the Comparator Group. When we pay at the competitive levels we believe are needed to attract and retain talent, our relatively low market capitalization requires us to utilize more shares to deliver the same value of competitive compensation and results in higher dilution. We are executing a new multi-year strategy and an inability to attract and retain talent if we cannot pay competitive levels of equity for our executive officers and senior leadership could impact our ability to realize the benefits of this strategy. Additionally, as described in more detail below, we are taking into consideration our stockholders' dilution concerns and planning to pay cash-based awards below senior leadership this year. Burn Rate Our PSU grants for the five most recently completed performance periods (beginning with fiscal 2024) have paid out at 45%, 54%, 99%, 24% and 5%, respectively, reflecting rigorous performance goals and demonstrating that burn rates calculated using the shares granted under PSUs have been inflated given that actual payouts have been significantly less. Further, shares withheld to cover tax

View Full Filing

View this DEFA14A filing on SEC EDGAR