Unifi Inc — Current Report (Form 8-K)

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

UNIFI, INC.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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).

Emerging growth company ☐

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.

(e) On October 28, 2025, Unifi, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (the “Second Amendment”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 1,240,000 shares. The Second Amendment was adopted by the Company’s Board of Directors (the “Board”) on August 19, 2025, subject to shareholder approval. Upon shareholder approval at the Annual Meeting, the Second Amendment became effective as of October 28, 2025.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. For a more complete description of the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan, as amended by a First Amendment approved by the Company's shareholders on October 31, 2023, please refer to the discussion under “Proposal 3” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 2025 (the “Proxy Statement”). A copy of the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan, as amended, is attached as Appendix C to the Proxy Statement.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting was held on October 28, 2025.

(b) At the Annual Meeting, the Company’s shareholders (i) elected all eight of the Company’s nominees for director to serve until their terms expire at the 2026 Annual Meeting of Shareholders or until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the Company’s named executive officer compensation in fiscal 2025; (iii) approved the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan to increase the number of shares of the Company's common stock reserved for issuance thereunder by 1,240,000 shares; and (iv) ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026. Each of these proposals is further described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on September 12, 2025.

The final voting results for each of the proposals submitted to the Company’s shareholders at the Annual Meeting are as follows:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

* Indicates a management contract or compensatory plan or arrangement.

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.