0001020859-13-000096.txt : 20130913 0001020859-13-000096.hdr.sgml : 20130913 20130913163732 ACCESSION NUMBER: 0001020859-13-000096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130910 FILED AS OF DATE: 20130913 DATE AS OF CHANGE: 20130913 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATURAL FOODS INC CENTRAL INDEX KEY: 0001020859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 050376157 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 313 IRON HORSE WAY CITY: PROVIDENCE STATE: RI ZIP: 02908 BUSINESS PHONE: 401-528-8634 MAIL ADDRESS: STREET 1: 313 IRON HORSE WAY CITY: PROVIDENCE STATE: RI ZIP: 02908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPINNER STEVEN CENTRAL INDEX KEY: 0001207897 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 131096700 MAIL ADDRESS: STREET 1: C/O UNITED NATURAL FOODS, INC. STREET 2: 260 LAKE ROAD CITY: DAYVILLE STATE: CT ZIP: 06241 4 1 wf-form4_137910464109102.xml FORM 4 X0306 4 2013-09-10 0 0001020859 UNITED NATURAL FOODS INC UNFI 0001207897 SPINNER STEVEN C/O UNITED NATURAL FOODS, INC. 313 IRON HORSE WAY PROVIDENCE RI 02908 1 1 0 0 President and CEO Common Stock 2013-09-10 4 M 0 5917 0 A 115282 D Common Stock 2013-09-10 4 F 0 1959 59.59 D 113323 D Common Stock 2013-09-10 4 A 0 5778 0 A 119101 D Common Stock 2013-09-10 4 F 0 1913 60.31 D 117188 D Common Stock 2013-09-10 4 A 0 5355 0 A 122543 D Common Stock 2013-09-10 4 A 0 463 0 A 123006 D Common Stock 2013-09-10 4 F 0 13968 59.59 D 109038 D Common Stock 2013-09-11 4 M 0 6094 0 A 115132 D Common Stock 2013-09-11 4 F 0 2955 58.81 D 112177 D Common Stock 5048 I See footnote Restricted Stock Unit 0.0 2013-09-10 4 M 0 5917 0 D Common Stock 5917.0 5918 D Restricted Stock Unit 2013-09-11 4 M 0 6094 0 D Common Stock 6094.0 2031 D Restricted Stock Unit 2013-09-11 4 D 0 2031 0 D Common Stock 2031.0 0 D Phantom Stock 0.0 2013-09-11 4 A 0 2031 0 A Common Stock 2031.0 8124 D On September 10, 2013, 5,917 shares of United Natural Foods, Inc. (the "Company") restricted stock units vested. The Company retained 1,959 shares on that date to satisfy certain tax withholding obligations in connection with the vesting of such shares. On September 10, 2013, the Compensation Committee of the Board of Directors of United Natural Foods, Inc. (the "Company") reviewed the Company's total shareholder return versus a peer group and return on invested capital for fiscal 2013 (the "Performance Period") in comparison to performance targets with respect to performance units awarded to the reporting person on September 12, 2011. After reviewing the Company's financial performance in comparison to the performance targets, the Compensation Committee approved the vesting of 5,778 performance units and the resulting issuance of 5,778 shares of the Company's Common Stock to the reporting person, both of which were effective as of the last day of the Performance Period. Following the Compensation Committee's determination regarding the vesting of the performance units described in footnote 2, the Company retained 1,913 of the shares issuable to the reporting person to satisfy the related tax withholding obligations based on the Company's closing stock price on the last day of the Performance Period. On September 10, 2013, the Compensation Committee of the Company reviewed the Company's earnings before interest and taxes and the return on invested capital for the Performance Period in comparison to performance targets with respect to 5,123 performance units awarded to the reporting person on December 3, 2012, which award could be increased by up to 5,123 additional units in the event that the Company exceeded the established performance targets. After reviewing the Company's financial performance in comparison to the performance targets, the Compensation Committee approved the vesting of 5,355 performance units and the resulting issuance of 5,355 shares of the Company's common stock to the reporting person, both of which were effective as of the date of approval of vesting by the Compensation Committee. On September 10, 2013, the Compensation Committee of the Board of Directors of United Natural Foods, Inc. (the "Company") reviewed the Company's earnings before interest and taxes and the return on invested capital for October 28, 2012 through August 3, 2013 (the "Performance Period") in comparison to performance targets for the 25,000 performance shares awarded on December 3, 2012, which could be increased by up to 25,000 additional shares in the event that the Company exceeded the performance targets. After reviewing the Company's financial performance in comparison to the performance targets, the Compensation Committee approved the vesting of 25,463 of the performance shares and the resulting issuance of 25,463 shares of the Company's Common Stock to the reporting person, both of which were effective as of the date of approval of vesting by the Compensation Committee. The reporting person previously reported the award of the 25,000 shares constituting the targeted award. Following the Compensation Committee's determination regarding the vesting of the performance shares described in footnote 5 and performance units described in footnote 4, the Company retained 13,968 of the shares issuable to the reporting person to satisfy the related tax withholding obligations based on the Company's closing stock price on the date of approval of vesting by the Compensation Committee. On September 11, 2013, 8,125 shares of the Company's restricted stock units vested. Of these shares, the reporting person had previously elected to defer 2,031 shares to the Company's Deferred Compensation Plan. The Company retained 2,955 shares on that date to satisfy certain tax withholding obligations in connection with the vesting of such shares. Includes 548 shares of common stock allocated to the reporting person under the United Natural Foods, Inc. Employee Stock Ownership Plan as well as 1,500 shares held by a daughter(1) of the reporting person, 1,500 shares held by a daughter(2) of the reporting person, and 1,500 shares held by the brother of the reporting person, as custodian for a daughter(3) of the reporting person as of September 9, 2013. Each restricted stock unit represents the right to receive one share of United Natural Foods, Inc. common stock upon vesting in accordance with the terms of the reporting person's restricted stock unit agreement. The restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant. The security converts to common stock on a one-for-one basis subject to the terms of the United Natural Foods, Inc. Deferred Compensation Plan. Lisa N'Chonon, Power-of-Attorney, in-fact 2013-09-13