Unifi shareholders approve 1.24M-share plan increase and ratify KPMG

Rhea-AI Filing Summary

Unifi, Inc. (UFI) reported results of its 2025 Annual Meeting. Shareholders approved a Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan, increasing the shares reserved for issuance by 1,240,000 shares, effective October 28, 2025.

All eight director nominees were elected. Shareholders approved, on an advisory basis, named executive officer compensation for fiscal 2025 (8,660,846 for; 2,446,592 against) and ratified KPMG LLP as independent auditor for fiscal 2026 (14,464,152 for). Plan approval received 9,996,905 votes for and 1,118,851 against.

Insights

Compensation & Governance Analyst

Routine AGM outcomes; equity plan pool expanded.

Unifi received shareholder approval to add 1,240,000 shares to its incentive plan, allowing continued use of stock-based awards to recruit, retain, and align management and employees. This is a standard governance item and does not itself issue shares; grants occur over time under plan terms.

Shareholders also approved say-on-pay and re-elected all directors, indicating broad support for current governance. Auditor ratification of KPMG LLP for fiscal 2026 reflects continuity in external oversight. Actual impact depends on the pace and size of future equity grants under the plan.

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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

Date of Report (Date of earliest event reported): October 28, 2025

UNIFI, INC.

(Exact name of registrant as specified in its charter)

New York			1-10542	11-2165495
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7201 West Friendly Avenue
Greensboro, North Carolina				27410
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (336) 294-4410

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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.10 per share		UFI		New York Stock Exchange

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:

1.Election of directors:

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
Emma S. Battle		11,039,755		83,824		29,082		3,378,846
Francis S. Blake		11,059,475		63,941		29,245		3,378,846
Albert P. Carey		10,571,204		552,175		29,282		3,378,846
Edmund M. Ingle		11,002,445		120,934		29,282		3,378,846
Kenneth G. Langone		11,043,502		81,789		27,370		3,378,846
Suzanne M. Present		11,057,841		65,775		29,045		3,378,846
Rhonda L. Ramlo		11,012,725		112,516		27,420		3,378,846
Eva T. Zlotnicka		10,082,151		1,041,465		29,045		3,378,846

2.Advisory vote to approve the Company’s named executive officer compensation in fiscal 2025:

Votes For		Votes Against		Abstentions		Broker Non-Votes
8,660,846		2,446,592		45,223		3,378,846

3.Approval of the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan:

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,996,905		1,118,851		36,905		3,378,846

4.Ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026:

Votes For		Votes Against		Abstentions		Broker Non-Votes
14,464,152		63,367		3,988		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* 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.

			UNIFI, INC.
Date:	October 29, 2025	By:	/s/ ANDREW J. EAKER
			Andrew J. Eaker Executive Vice President & Chief Financial Officer Treasurer

FAQ

What did Unifi (UFI) shareholders approve at the 2025 Annual Meeting?

They approved adding 1,240,000 shares to the incentive compensation plan, re-elected eight directors, approved 2025 say-on-pay, and ratified KPMG LLP for 2026.

How many additional shares were reserved for Unifi’s incentive plan?

1,240,000 shares were added to the plan’s share reserve, effective October 28, 2025.

What were the say-on-pay voting results for Unifi (UFI)?

Say-on-pay received 8,660,846 votes for, 2,446,592 against, with 45,223 abstentions.

Which auditor did Unifi (UFI) shareholders ratify for fiscal 2026?

Shareholders ratified KPMG LLP with 14,464,152 votes for, 63,367 against, and 3,988 abstentions.

Were all Unifi director nominees elected?

Yes. All eight nominees were elected to serve until the 2026 Annual Meeting or until successors are duly elected and qualified.

When did the incentive plan amendment become effective?

The Second Amendment became effective on October 28, 2025, following shareholder approval.