unfi-202405300001020859FALSE00010208592024-05-302024-05-30
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): May 30, 2024
| | | | | | | | |
| 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 02908 |
| (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:
| | | | | | | | |
| 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.
In an effort to continue to simplify its organizational structure, remove managerial layers and accelerate results, United Natural Foods, Inc. (the “Company”) is eliminating the role of Chief Operating Officer. In connection with this change, effective June 14, 2024 (the “Effective Date”), Erin Horvath will no longer serve as the Company’s Chief Operating Officer.
Because this separation results in a qualifying termination, Ms. Horvath will receive severance benefits to which she is entitled pursuant to the terms of the Amended and Restated Severance Agreement by and between the Company and Ms. Horvath, effective as of March 20, 2023 (“Severance Agreement”). The Severance Agreement contains certain restrictive covenants that will remain in place for the period of time contemplated by the Severance Agreement as well as a release of claims and waiver against the Company. Ms. Horvath’s outstanding equity awards will vest on a prorated basis as provided for upon a Separation from Service without Cause, as set forth in the Company’s Amended and Restated 2020 Equity Incentive Plan.
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.
| | | | | |
| UNITED NATURAL FOODS, INC. |
| |
| By: | /s/ Giorgio Matteo Tarditi |
| Name: | Giorgio Matteo Tarditi |
| Title: | President and Chief Financial Officer |
Date: June 5, 2024