-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GmUcHudZsmUsG/kWPXFNxRl8STzJO/wXlPBes9qd9pASFas15+mVB4i2ASw8UHB1 OquaUrSvZ4csOqIOKG2s4Q== 0001171520-07-000300.txt : 20070629 0001171520-07-000300.hdr.sgml : 20070629 20070629172755 ACCESSION NUMBER: 0001171520-07-000300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070625 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 FILER: 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: 0729 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 07952183 BUSINESS ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 BUSINESS PHONE: 8607792800 MAIL ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 8-K 1 eps2537.txt UNITED NATURAL FOODS, INC. ================================================================================ 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): June 25, 2007 UNITED NATURAL FOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-21531 05-0376157 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 260 Lake Road Dayville, CT 06241 (Address of Principal Executive Offices) (Zip Code) (860) 779-2800 (Registrant's Telephone Number, Including Area Code) Not Applicable (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: |_| 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)) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On June 28, 2007, United Natural Foods, Inc. (the "Company") announced the appointment of Peter Roy, age 51, to the Company's Board of Directors. Mr. Roy was appointed to the Company's Board of Directors on June 25, 2007 as a Class I director, with a term expiring at the Company's annual shareholders meeting to be held in 2009. Mr. Roy has been appointed to the Compensation and Finance Committees of the Board of Directors, and qualifies as an independent director under the listing standards of the Nasdaq Stock Market. For his service on the Board of Directors and on the Compensation and Finance Committees of the Board of Directors, Mr. Roy will receive $2,200 for attendance at each meeting of the Board of Directors, $1,100 for attendance at each telephonic meeting of the Board of Directors, and $1,100 for attendance at each meeting of the Compensation and Finance Committees. Mr. Roy will receive an annual retainer of $30,000 and will be reimbursed for expenses incurred in connection with his attendance at meetings of the Board of Directors and the committees on which he serves in accordance with the Company's non-employee director compensation practices. Mr. Roy also was awarded, on the date of his appointment, an option to purchase up to 4,000 shares of the Company's common stock under the Company's 2002 Stock Incentive Plan at an exercise price of $27.23, which was the closing price of the Company's common stock on the Nasdaq Stock Market on the grant date, and 4,800 shares of restricted common stock under the Company's 2004 Equity Incentive Plan. One third of Mr. Roy's stock option grant vested immediately, and the remaining two thirds vest in equal annual installments over a two-year period from the date of grant. One third of Mr. Roy's restricted stock grant vested immediately, and the remaining two thirds vest in equal annual installments over a two-year period from the date of grant. A copy of the press release announcing Mr. Roy's appointment as a director of the Company is attached as Exhibit 99.1 hereto and is hereby incorporated by reference. Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired: Not Applicable (b) Pro Forma Financial Information: Not Applicable (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated June 28, 2007: United Natural Foods Strengthens Board of Directors With Election of Industry Veteran Peter Roy. 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/ Mark E. Shamber ------------------------ Mark E. Shamber Vice President and Chief Financial Officer Date: June 29, 2007 EX-99.1 2 ex99-1.txt Exhibit 99.1 [LETTERHEAD OF UNITED NATURAL FOODS, INC.] FOR IMMEDIATE RELEASE June 28, 2007 United Natural Foods Strengthens Board of Directors With Election of Industry Veteran Peter Roy Independent Director Brings Extensive Natural Products and Healthy Lifestyle Experience Dayville, Connecticut - June 28, 2007 -- United Natural Foods, Inc. (Nasdaq: UNFI) (the "Company") today announced the appointment of Peter Roy, age 51, to the Company's Board of Directors. Mr. Roy joins United Natural Foods as an independent director and brings over three decades of experience in the natural products and healthy lifestyle industries. His appointment, effective immediately, increases the total number of Company directors to eight, including six independent directors. Michael Funk, President and Chief Executive Officer, commented, "We are very pleased to have Peter join our Board of Directors. Peter has a wealth of experience and significant business relationships in the healthy lifestyles industry and we look forward to his contributions as a member of United Natural Foods' Board of Directors." Peter Roy is an entrepreneur and since 1999 has been a strategic advisor to North Castle Partners, a private equity fund focused exclusively on investments in consumer-driven product and service businesses that benefit from healthy living trends. As part of his advisory position, Mr. Roy served on the boards of Avalon Natural Products, a leader in the natural personal care products, and Naked Juice Company, a leader in the super premium juice category. Additionally, Mr. Roy currently serves on the board of directors of West Marine (Nasdaq: WMAR), the country's largest specialty retailer of boating supplies and accessories, and Traditional Medicinals, Inc, a leader in the manufacture and marketing of clinically tested herbal teas for the dietary supplement market in the U.S. and the natural health product market in Canada. Peter Roy began his career in the natural products business in 1975, when he was employed at a Whole Food Company retail store in New Orleans, La. In 1978, he became President of Whole Food Company, which was acquired by Whole Foods Market in 1988. From 1993 to 1998, Mr. Roy served as President of Whole Foods Market, Inc and, for five years prior to that, served as President of that company's West Coast Region. Mr. Roy recently co-authored a book with Jim Autry titled The Book of Hard Choices: How to Make the Right Decisions at Work and Keep Your Self-Respect and just completed a two year term as Chairman of the National Outdoor Leadership School (NOLS), a non-profit wilderness education school. He remains on the NOLS Board of Trustees. About United Natural Foods United Natural Foods, Inc. carries and distributes more than 40,000 products to more than 18,000 customers nationwide. The Company serves a wide variety of retail formats including conventional supermarket chains, natural product superstores, independent retail operators and the food service channel. United Natural Foods, Inc. was ranked by Forbes in 2005 as one of the "Best Managed Companies in America," ranked by Fortune in 2006 and 2007 as one of its "Most Admired Companies," and ranked by Business Ethics as one of its "100 Best Corporate Citizens for 2006." AT THE COMPANY: FINANCIAL RELATIONS BOARD - -------------------------------------------------------------------------------- Mark Shamber Joseph Calabrese Chief Financial Officer General Information (860) 779-2800 (212) 827-3772 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the Company's business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, including but not limited to general business conditions, the impact of competition and our dependence on principal customers, see "Risk Factors" in the Company's quarterly report on Form 10-Q filed with the Commission on June 7, 2007, and its other filings under the Securities Exchange Act of 1934, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company is not undertaking to update any information in the foregoing reports until the effective date of its future reports required by applicable laws. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. These projections are subject to change and could differ materially from final reported results. The Company may from time to time update these publicly announced projections, but it is not obligated to do so. -----END PRIVACY-ENHANCED MESSAGE-----