S-8

As filed with the Securities and Exchange Commission on December 20, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________

United Natural Foods, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware	05-0376157
(State or other jurisdiction of incorporation or organization	(IRS Employer Identification No.)

313 Iron Horse Way

Providence, Rhode Island 02908

(Address of Principal Executive Offices)

______________________

THIRD AMENDED AND RESTATED UNITED NATURAL FOODS, INC. 2020 EQUITY INCENTIVE PLAN

(Full title of the plan)

______________________

Mahrukh Hussain

General Counsel and Corporate Secretary

United Natural Foods, Inc.

313 Iron Horse Way

Providence, Rhode Island 02908

(401) 528-8634

(Name, address, and telephone number, including area code, of agent for service)

______________________

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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 7(a)(2)(B) of the Securities Act. ☐

______________________

EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering 3,700,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of United Natural Foods, Inc., a Delaware corporation (the “Registrant”), issuable pursuant to the Third Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan, as approved by the Registrant’s stockholders on December 19, 2023. The contents of the Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-235583), filed with the Securities and Exchange Commission (the “Commission”) on December 19, 2019 and the Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-252407), filed with the Commission on January 25, 2021, are each hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

1.The Registrant’s annual report on Form 10-K for the fiscal year ended July 29, 2023, filed with the Commission on September 26, 2023 (the “2023 10-K”), which includes audited financial statements for the Registrant for the fiscal year ended July 29, 2023;

2.The Registrant’s quarterly report on Form 10-Q for the fiscal quarter ended October 28, 2023, filed with the Commission on December 6, 2023;

3.The Registrant’s current reports on Form 8-K and Form 8-K/A filed with the Commission on September 26, 2023, October 3, 2023, November 28, 2023 and December 20, 2023;

4.The Registrant’s proxy statement on Schedule 14A filed with the Commission on November 8, 2023; and

5.The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-21531), filed with the Commission on October 11, 1996, including any amendments or reports subsequently filed for the purpose of updating or otherwise modifying such description, including the description of the Registrant’s Common Stock contained in Exhibit 4.2 to the Registrant’s 2023 Form 10-K.

All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of hereof from the date of the filing of such documents.

ITEM 8. EXHIBITS

    The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.

Exhibit Index

Exhibit    Number	Description
4.1	Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015).
4.2	Fifth Amended and Restated Bylaws of United Natural Foods, Inc. (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2023).
5.1*	Opinion of Mayer Brown LLP.
23.1*	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Mayer Brown LLP (included in Exhibit 5.1 to this Registration Statement).
24.1	Power of Attorney (included on the signature page of this Registration Statement).
99.1	Third Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan (Filed as Annex A to the Registrant’s Proxy Statement on Form DEF 14A filed on November 8, 2023).
107*	Filing Fee Table

* Filed herewith.    

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, Rhode Island, on December 20, 2023.

UNITED NATURAL FOODS, INC.

/s/ JOHN W. HOWARD

John W. Howard

Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints J. Alexander Douglas and John W. Howard, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including all post-effective amendments), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ J. Alexander Miller Douglas	Chief Executive Officer (Principal Executive Officer) and Director	December 20, 2023
J. Alexander Miller Douglas
/s/ John W. Howard	Chief Financial Officer (Principal Financial Officer)	December 20, 2023
John W. Howard
/s/ R. Eric Esper	Chief Accounting Officer (Principal Accounting Officer)	December 20, 2023
R. Eric Esper
/s/ Lynn S. Blake	Director	December 20, 2023
Lynn S. Blake
/s/ Gloria R. Boyland	Director	December 20, 2023
Gloria R. Boyland
/s/ Denise M. Clark	Director	December 20, 2023
Denise M. Clark
/s/ Daphne J. Dufresne	Director	December 20, 2023
Daphne J. Dufresne
/s/ Michael S. Funk	Director	December 20, 2023
Michael S. Funk
/s/ James M. Loree	Director	December 20, 2023
James M. Loree
/s/ James L. Muehlbauer	Director	December 20, 2023
James L. Muehlbauer
/s/ James C. Pappas	Director	December 20, 2023
James C. Pappas
/s/ Mohammad Shamim	Director	December 20, 2023
Mohammad Shamim
/s/ Jack L. Stahl	Director	December 20, 2023
Jack L. Stahl

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

United Natural Foods, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Share(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.01 per share	457(c) and 457(h)	3,700,000	$14.94	$55,259,500	0.00014760	$8,156.30
Total Offering Amounts					$55,259,500		$8,156.30
Total Fee Offsets							$ ----
Net Fee Due							$8,156.30

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminable number of additional shares of Common Stock of the Registrant as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Third Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan.

(2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, based upon the average high and low prices of the Common Stock, as reported on the New York Stock Exchange on December 13, 2023.

EX-5.1

Exhibit 5.1

December 20, 2023 United Natural Foods, Inc. 313 Iron Horse Way Providence, Rhode Island 02908 Mayer Brown LLP 71 South Wacker Drive
Chicago, IL 60606
United States of America T: +1 312 782 0600 F: +1 312 701 7711 www.mayerbrown.com

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to United Natural Foods, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale of up to 3,700,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s Third Amended and Restated 2020 Equity Incentive Plan (the “Plan”), as described in the Form S-8 Registration Statement (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on the date hereof.

As counsel to the Company, we have examined originals or copies certified or otherwise identified to our satisfaction of the Company’s certificate of incorporation and the Company’s bylaws, each as amended, restated and supplemented, the resolutions of the board of directors of the Company and such records of the Company, certificates and other documents and such questions of law as we considered necessary or appropriate for purposes of this opinion. As to certain factual matters, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and officers of the Company. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

Subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when issued in conformity with the provisions of the Plan and for such consideration as shall be determined from time to time by the board of directors of the Company, or by the compensation committee thereof, will be validly issued, fully paid and nonassessable.

The opinion expressed above is limited to the Delaware General Corporation Law and we express no opinion with respect to any other laws.

We consent to your filing this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Mayer Brown LLP

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated September 26, 2023, with respect to the consolidated financial statements of United Natural Foods, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Minneapolis, Minnesota

December 20, 2023