UNFI Supplemental Proxy Filing for Dec 16th Annual Meeting

TL;DR

UNFI dropped more proxy docs for the Dec 16th shareholder meeting. Vote wisely.

AI Summary

United Natural Foods, Inc. (UNFI) has filed a supplemental proxy statement for its annual meeting of stockholders scheduled for December 16, 2025. This filing provides additional materials to stockholders regarding the meeting. The company is based in Providence, RI, and operates in the wholesale grocery sector.

Why It Matters

This filing provides updated or additional information to shareholders before their annual meeting, which is crucial for informed voting on company matters.

Risk Assessment

Risk Level: low — This is a routine supplemental proxy filing providing additional information to shareholders, not indicating any immediate financial or operational risks.

Key Players & Entities

• UNITED NATURAL FOODS INC (company) — Registrant
• 0001020859-25-000068.txt (document) — Filing document name
• December 16, 2025 (date) — Annual Meeting Date
• November 5, 2025 (date) — Original Proxy Statement Date
• Providence, RI (location) — Company Headquarters

FAQ

Key Financial Figures

• $200 million — ed a share repurchase program for up to $200 million of our common stock over a term of four

Filing Documents

• formdefa14aproxyletterfy25.htm (DEFA14A) — 36KB
• image.jpg (GRAPHIC) — 37KB
• 0001020859-25-000068.txt ( ) — 88KB

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 5, 2025 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 16, 2025 Dear Fellow Stockholders, The additional materials provided herein supplement, and should be read in conjunction with, the information regarding Proposal 4 – Approval of the Fifth 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 5, 2025, regarding the annual meeting of stockholders (the "Annual Meeting") to be held on December 16, 2025, at 330 p.m. EST. 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 Fifth Amended and Restated 2020 Equity Incentive Plan (the "Fifth Amended and Restated Plan"), which reflects an increase in the number of shares available for issuance by 1,500,000 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 Fifth 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 Fifth Amended and Restated 2020 Equity Incentive Plan 1. We have demonstrated thoughtful responsiveness to stockholder feedback in our equity plan and executive compensation program. Our executive compensation program is designed to align our executive compensation with long-term stockholder interests and the achievement of the Company's strategic initiatives. Without the ability to pay our associates with equity, our associates' interests will not be as aligned with our stockholders' long-term interests, which our stockholders have told us is important to them. While we expect to have sufficient shares to issue equity awards to our Directors and equity-eligible associates in December 2025, we are requesting sufficient shares to return to our normal cadence of issuing equity awards in October 2026. Alignment with Stockholder Interests . It is our view, and our stockholders have also told us, that an effective compensation program includes granting equity to our Directors and key employees to align their long-term interests with those of our stockholders. We believe that providing at-risk, equity-based compensation is a fundamental component of our compensation program. Further, as evidenced by the 93.9% approval of our Say-on-Pay vote last year and feedback received in our stockholder engagement discussions, we believe our stockholders strongly support our executive compensation program. Prudent Grant Practices . 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. We operate a larger and more complex business than many of our peers as evidenced by revenue size (71st percentile). Despite that, for fiscal 2025, our stock compensation expense approximated our peer group's 55th percentile and 45th percentile as a percent of revenue, demonstrating our commitment to responsible share usage. Limited Number of Additional Shares Requested . As noted above, we are requesting an additional 1,500,000 shares under our equity plan. In our proxy statement last year, we told investors tha

View Full Filing

View this DEFA14A filing on SEC EDGAR