unfi-202202030001020859false00010208592022-02-032022-02-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2022
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| UNITED NATURAL FOODS, INC. |
| (Exact name of registrant as specified in its charter) |
| | |
Delaware (State or other jurisdiction of incorporation) | 001-15723 (Commission File Number) | 05-0376157 (IRS Employer Identification No.) |
| | |
313 Iron Horse Way, Providence, RI 2908 |
| (Address of principal executive offices) (Zip Code) |
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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 | UNFI | New York Stock Exchange |
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 3, 2022, the Board of Directors of United Natural Foods, Inc. (the “Company”) elected Shamim Mohammad as a director, effective immediately. The Board has not determined committee appointments for Mr. Mohammad at this time. In accordance with the Company’s Fourth Amended and Restated Bylaws, Mr. Mohammad will serve as a director until the next Annual Meeting of Stockholders or until his successor is duly elected and qualified.
There are no arrangements or understandings between Mr. Mohammad and any other person pursuant to which he was appointed as a director, nor have there been any transactions since the beginning of fiscal year 2021 to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Mohammad had or has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Mohammad will receive a pro rata amount of the standard non-employee director compensation ($100,000 Board Member annual cash retainer and $162,000 Board member annual equity retainer) to match his service period for the remainder of fiscal 2022 and the standard compensation for independent directors thereafter.
Item 7.01 Regulation FD Disclosure.
A copy of the press release relating to Mr. Mohammad’s election issued by the Company on February 3, 2022 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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| UNITED NATURAL FOODS, INC. |
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| By: | /s/ John W. Howard |
| Name: | John W. Howard |
| Title: | Chief Financial Officer |
Date: February 3, 2022