Independent
Tenure on this board
5.6 yrs
Also a director at
Bassett Furniture Industries Inc (BSET)Nu Skin Enterprises Inc (NUS)
8 nominees · 3 ballot items.
Shareholders will elect eight directors, provide an advisory vote on fiscal 2026 named executive officer compensation, and ratify KPMG LLP as the independent registered public accounting firm for fiscal 2027.
Elect the eight director nominees named in the proxy statement to serve until the 2027 annual meeting or until their successors are elected and qualified.
Approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers in fiscal 2026 as disclosed in the proxy statement.
Proposal 2 asks shareholders to approve, on an advisory basis, the compensation paid to Unifi’s named executive officers for fiscal 2026. The resolution covers the overall compensation program rather than any specific executive, compensation element, or award. The disclosure supporting the vote includes the Compensation Discussion and Analysis, compensation tables, and related narrative discussion. Management describes the program as designed to attract and retain talented executives while motivating contributions to the Company’s future success. The program emphasizes pay for performance, with approximately 60% of executive compensation at risk through annual incentives and equity-based long-term incentives. Fiscal 2026 compensation decisions included reduced salaries for the Executive Chairman and CEO for part of the year, reduced equity award values, performance share units tied to Adjusted Free Cash Flow, and annual incentive payouts based on Adjusted EBITDA measures. The Company also highlights stock ownership requirements, multi-year vesting, clawback provisions, caps on annual incentive payouts, and restrictions on hedging and short selling as alignment and risk-mitigation features. Shareholders approved the prior fiscal 2025 say-on-pay proposal with approximately 78% of votes cast, which the Compensation Committee views as support for its approach. The vote is non-binding, but the Board and Compensation Committee state that they will carefully consider the outcome in future compensation decisions. The Board unanimously recommends voting FOR because it believes the compensation principles and policies effectively align executive pay with corporate and shareholder performance.
Ratify the Audit Committee’s appointment of KPMG LLP as Unifi’s independent registered public accounting firm for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Minerva Advisors LLC | 6.77% | 1,258,792 | $6M |
| 2 | PINNACLE ASSOCIATES LTD | 5.49% | 1,019,624 | $5M |
| 3 | 22NW, LP | 4.59% | 852,455 | $4M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.49% | 648,347 | $3M |
| 5 | Peapod Lane Capital LLC | 3.13% | 581,977 | $3M |
| 6 | Azarias Capital Management, L.P. | 2.46% | 456,722 | $2M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.29% | 426,435 | $2M |
| 8 | Neuberger Berman Group LLC | 1.33% | 247,709 | $1M |
| 9 | BlackRock, Inc. | 1.21% | 225,358 | $1M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.71% | 131,545 | $626K |
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