-----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, N4no10SKVfn8YJIyOUlcE9MOMAy+NJB0m1CvlRmhVSh3+v7tum53LQsC/0Qx7zkA S2HKJ5UKwgkWpYeX5BLhZA== 0001171520-08-000667.txt : 20081112 0001171520-08-000667.hdr.sgml : 20081111 20081112113336 ACCESSION NUMBER: 0001171520-08-000667 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081105 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20081112 DATE AS OF CHANGE: 20081112 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: 0802 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15723 FILM NUMBER: 081179208 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 eps3189.htm UNITED NATURAL FOODS, INC. eps3189.htm

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): November 5, 2008


UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
000-21531
05-0376157
 
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
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)


 
¨
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.
 
On November 5, 2008, United Natural Foods, Inc. (the “Company”) entered into a performance unit award agreement with Steven L. Spinner, the Company’s President and Chief Executive Officer.  The agreement provides for the grant to Mr. Spinner of 50,000 performance units under the Company’s 2004 Equity Incentive Plan.  The performance units will vest upon the determination of the Compensation Committee of the Company’s Board of Directors that the Company achieved two financial targets approved by the Compensation Committee during a performance period ending on August 1, 2010.  The first financial target is based on a measure of earnings before interest and taxes and the second is based on a measure of the Company’s return of average total capital.  The Compensation Committee does not believe that these performance targets are easily attainable.  None of the performance units granted to Mr. Spinner will vest unless both performance targets are met as of the end of the performance period.
 
The foregoing summary of the material terms of the performance unit agreement is qualified in its entirety by reference to the actual agreement, which will be filed as an exhibit to a subsequent Quarterly Report on Form 10-Q of the Company.
 
 
 
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:  November 12, 2008
 
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