United Natural Foods Inc

1. 1

   Election of ten nominees as Directors

   ManagementBoard: FOR

   Elect ten nominees to serve as directors until the next annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of KPMG LLP as independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the Audit Committee and Board’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2027.

3. 3

   Advisory approval of executive compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed under Item 402 of Regulation S-K.

   More detail

   Proposal 3 asks stockholders to approve, on an advisory and non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed under Item 402 of Regulation S-K. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures for fiscal 2026. Management emphasizes that the program is intended to align executive pay with long-term stockholder interests and the Company’s strategic priorities. The annual cash incentive plan uses Adjusted EBITDA and Free Cash Flow, while the long-term incentive program uses cumulative three-year Core Adjusted EPS and Free Cash Flow, with Relative TSR serving as a modifier. Equity awards are weighted 60% toward performance-based restricted share units and 40% toward time-based restricted share units. Management highlights that 89% of the CEO’s and 77% of average other NEO target compensation was variable or at risk. The Company also points to a 98.2% favorable say-on-pay vote at the prior annual meeting and positive investor feedback from its engagement program. Other cited practices include a 200% payout cap, stock ownership requirements, clawback and recoupment policies, double-trigger change-in-control protections, and no tax gross-ups. The Board and Compensation Committee conclude that fiscal 2026 compensation reflects the stated pay-for-performance philosophy and unanimously recommend a FOR vote, while acknowledging that the advisory vote is not binding but will be considered in future compensation decisions.

4. 4

   Amendment to Certificate of Incorporation to limit certain liability of officers

   ManagementBoard: FOR

   Approve an amendment to Article Eighth of the Certificate of Incorporation extending Delaware-law-permitted monetary liability exculpation to specified officers for certain breaches of fiduciary duty.

   More detail

   Proposal 4 asks stockholders to amend Article Eighth of the Company’s Certificate of Incorporation to extend Delaware-law-permitted exculpation from monetary liability to specified corporate officers. The amendment responds to the 2022 change to Section 102(b)(7) of the Delaware General Corporation Law, which permits certain officer exculpation protections that were previously available principally to directors. The proposed protection would cover breaches of the fiduciary duty of care in direct stockholder claims, including class actions, subject to statutory limitations. It would not eliminate liability for breaches of the duty of loyalty, bad-faith conduct, intentional misconduct, knowing violations of law, or transactions involving an improper personal benefit. It also would not eliminate corporate claims or derivative claims brought by stockholders on behalf of the Company. Management argues that aligning officer and director protections could reduce litigation exposure and insurance costs and improve recruitment and retention of senior officers. The Company further contends that reduced personal-liability risk may allow officers to make time-sensitive business decisions without excessive hindsight-based litigation concerns. Officers would receive a direct benefit from the amendment, and the proxy expressly discloses that their interests may differ from those of stockholders. If approved, the amendment would become effective upon filing with the Delaware Secretary of State, although the Board could abandon it before effectiveness. The Board unanimously recommends voting FOR, while Proposal 4 requires approval by a majority of the outstanding shares and broker non-votes and abstentions count as votes against.

5. 5

   Sixth Amended and Restated 2020 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the Sixth Amended and Restated 2020 Equity Incentive Plan, including an additional 1,800,000 shares, clarification of Good Reason, and other conforming amendments.

   More detail

   Proposal 5 asks stockholders to approve the Sixth Amended and Restated 2020 Equity Incentive Plan. The amendment would add 1,800,000 shares to the existing reserve, clarify the definition of Good Reason, and make other conforming changes. Management says the additional shares are intended primarily to support one year of regular equity grants to all eligible participants for the October 2027 grant date. The Company argues that equity compensation attracts, retains, and motivates employees and directors and aligns their interests with long-term stockholder value. As of October 21, 2026, 684,485 shares remained available for new grants, while outstanding awards included 3,393,369 RSUs and 2,421,259 PSUs at target. The proposed plan would authorize an expected 9,622,119 shares in total, subject to changes from grants and forfeitures before the meeting. Management acknowledges dilution and burn-rate concerns, reporting projected total dilution of 16.0% after the amendment and describing cash-settled awards, share repurchases, performance weighting, and non-recycling of tax-withheld shares as mitigating practices. The plan includes governance protections such as a one-year minimum vesting period subject to limited exceptions, a prohibition on repricing without stockholder approval, double-trigger change-in-control treatment, clawback coverage, director award limits, and no liberal share recycling. The plan permits options, SARs, restricted shares, RSUs, performance awards, and other stock-based awards for eligible officers, employees, directors, and consultants. The Board unanimously recommends a FOR vote because it believes maintaining competitive equity grants is important to executing the Company’s multi-year strategy, although the proposal raises a material dilution tradeoff for stockholders.

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When is the United Natural Foods Inc 2026 annual meeting?

United Natural Foods Inc (UNFI) holds its 2026 annual shareholder meeting on Tuesday, December 15, 2026.

What is the record date for the United Natural Foods Inc 2026 meeting?

The record date for the United Natural Foods Inc 2026 meeting is Wednesday, October 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for United Natural Foods Inc's 2026 meeting?

The board is presenting 10 director nominees at the United Natural Foods Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the United Natural Foods Inc 2026 meeting?

Shareholders will vote on 5 proposals at the United Natural Foods Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.