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Date of Report (Date of earliest event reported): December 19, 2023

Registrant’s telephone number, including area code: (401) 528-8634

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

At the Annual Meeting of Stockholders, held on December 19, 2023 (the “Annual Meeting”), the stockholders of United Natural Foods, Inc. (the “Company”) approved the Third Amended and Restated 2020 Equity Incentive Plan (the “Third Amended Plan”) to (i) increase the number of shares that may be issued under the plan by 3,700,000 shares, (ii) to update the limitation on non-employee Director awards to include a cap on total Director compensation (including cash compensation) and set that cap at $800,000 per year and (iii) certain other clarifying and conforming changes. A detailed summary of the material terms of the Third Amended Plan appears on pages 64-70 of the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on November 8, 2023. This summary of the Third Amended Plan is qualified in its entirety by reference to the full text of the Third Amended Plan, which is filed as Annex A to the Proxy Statement and incorporated herein by reference.

At the Annual Meeting, a total of 51,282,794 shares of the common stock of the Company, out of a total of 59,407,820 shares of common stock outstanding and entitled to vote as of October 25, 2023, the record date, were present in person or represented by proxies. The Company’s stockholders voted on five proposals at the Annual Meeting. The results of voting on the five proposals, including final voting tabulations, are set forth below.

(1)The stockholders elected Lynn S. Blake, Gloria R. Boyland, Denise M. Clark, 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.

(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 3, 2024.

(3)The stockholders approved, on an advisory basis, the Company’s executive compensation.

(4)The stockholders approved, on an advisory basis, One Year with regards to the frequency of future advisory approvals of the Company’s executive compensation (“Say-on-Pay”).

Based on these voting results, the Board of Directors of the Company has determined that the Company will hold future Say-on-Pay votes every year until the next required advisory vote on the frequency of Say-on-Pay, which is required at least once every six years.

(5)The stockholders approved the Third Amended and Restated 2020 Equity Incentive Plan.

Item 9.01    Financial Statements and Exhibits.

    

(d)    Exhibits

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.

Date:    December 20, 2023