United Natural Foods (NYSE: UNFI) holders back equity plan, plan buybacks

Rhea-AI Filing Summary

United Natural Foods, Inc. reported results from its Annual Meeting, where stockholders approved an increase of 1,500,000 shares under its Fifth Amended and Restated 2020 Equity Incentive Plan. Stockholders also elected ten directors, ratified KPMG LLP as independent auditor for the fiscal year ending August 1, 2026, and approved the company’s executive compensation on an advisory basis. A total of 52,435,279 shares were present in person or by proxy out of 60,931,668 shares of common stock outstanding and entitled to vote as of October 22, 2025.

The company also discussed its stock repurchase program, authorized in September 2022 for up to $200 million of common stock over four years and currently showing $138 million remaining. United Natural Foods has not repurchased shares under the program since the fourth quarter of its fiscal year ended July 29, 2023, but now expects to resume opportunistic repurchases. Repurchases are currently limited to $25 million under its term loan agreement until its Consolidated Total Net Leverage Ratio is no greater than 3.00:1.00, and will be managed alongside capital investment and net leverage reduction targets.

Insights

Equity & Capital Structure Analyst

UNFI expands equity award capacity while planning cautious buybacks within leverage limits.

Stockholders approved the Fifth Amended and Restated 2020 Equity Incentive Plan, adding 1,500,000 shares that may be issued under the plan. This increases the company’s flexibility to use stock-based compensation and incentives, which can help align management and employee interests with shareholders, while also introducing potential future share issuance. As context, 60,931,668 shares of common stock were outstanding and entitled to vote as of October 22, 2025.

The company also outlined its share repurchase framework. A program authorized in September 2022 permits up to $200 million of buybacks over four years, with $138 million remaining. UNFI has not repurchased stock since the fourth quarter of its fiscal year ended July 29, 2023, but now expects to resume opportunistic repurchases. However, its term loan agreement currently caps repurchases at $25 million until the Consolidated Total Net Leverage Ratio is no greater than 3.00%:1.00, and management states that repurchases will be balanced against capital investment and net leverage reduction targets.

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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): December 16, 2025

UNITED NATURAL FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)			001-15723 (Commission File Number)			05-0376157 (IRS Employer Identification No.)
15 Park Row West, Suite 302, Providence, RI 02903
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (401) 528-8634

N/A

(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 (see General Instruction A.2. below):

☐ 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 $0.01			UNFI			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.

At the Annual Meeting of Stockholders, held on December 16, 2025 (the “Annual Meeting”), the stockholders of United Natural Foods, Inc. (the “Company”) approved the Fifth Amended and Restated 2020 Equity Incentive Plan (the “Fifth Amended Plan”) to increase the number of shares that may be issued under the plan by 1,500,000 shares. A detailed summary of the material terms of the Fifth Amended Plan appears on pages 64-71 of the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on November 5, 2025. This summary of the Fifth Amended Plan is qualified in its entirety by reference to the full text of the Fifth Amended Plan, which is filed as Annex A to the Proxy Statement and incorporated herein by reference.

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

At the Annual Meeting, a total of 52,435,279 shares of the common stock of the Company, out of a total of 60,931,668 shares of common stock outstanding and entitled to vote as of October 22, 2025, the record date, were present in person or represented by proxies. The Company’s stockholders voted on four proposals at the Annual Meeting. The results of voting on the four proposals, including final voting tabulations, are set forth below.

(1)The stockholders elected Lynn S. Blake, Gloria R. Boyland, J. Alexander Miller Douglas, Daphne J. Dufresne, Michael S. Funk, James M. Loree, Shamim Mohammad, James L. Muehlbauer, James C. Pappas and Jack Stahl to serve as Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Name						For						Against						Abstain						Broker Non-Votes
Lynn S. Blake						46,595,607						1,092,610						267,367						4,479,695
Gloria R. Boyland						46,599,939						1,113,574						242,071						4,479,695
J. Alexander Miller Douglas						47,597,792						111,902						245,890						4,479,695
Daphne J. Dufresne						46,619,680						1,093,385						242,519						4,479,695
Michael S. Funk						47,096,602						596,949						262,033						4,479,695
James M. Loree						47,592,420						87,861						275,303						4,479,695
Shamim Mohammad						47,286,743						414,663						254,178						4,479,695
James L. Muehlbauer						47,625,502						84,360						245,722						4,479,695
James C. Pappas						46,519,225						1,191,608						244,751						4,479,695
Jack Stahl						46,136,819						1,573,506						245,259						4,479,695

(2)The stockholders approved the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 1, 2026.

For						Against						Abstain						Broker Non-Votes
51,091,786						1,086,540						256,953						—

(3)The stockholders approved, on an advisory basis, the Company’s executive compensation.

For						Against						Abstain						Broker Non-Votes
46,684,471						870,985						400,128						4,479,695

(4)The stockholders approved the Fifth Amended and Restated 2020 Equity Incentive Plan.

For						Against						Abstain						Broker Non-Votes
34,540,446						13,095,862						319,276						4,479,695

Item 8.01    Other Events.

In September 2022, the Board of Directors of United Natural Foods, Inc. (the “Company”) authorized a repurchase program for up to $200 million of its common stock over a term of four years (the “Program”), which has $138 million remaining. The Company has not made repurchases under the Program since the fourth quarter of its fiscal year ended July 29, 2023. The Company expects to resume opportunistic repurchases under the Program.

Under the Program, the Company is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices in accordance with securities laws and other legal requirements, and subject to market conditions and other factors. The Company will manage the timing and amount of any repurchases in response to market conditions and other relevant factors, including repurchase limitations under the terms of its Term Loan Agreement entered into on October 22, 2018, as amended from time to time (the “Agreement”). Pursuant to the Agreement, the Company is currently limited to $25 million of repurchases until such time as its Consolidated Total Net Leverage Ratio (as defined in the Agreement) is no greater than 3.00:1.00. The Company will also manage repurchases consistent with prioritizing achievement of its capital investment and net leverage reduction targets.

This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act regarding the Program. The Company’s actual results could differ materially from those contained in forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk factors set forth in the Company’s reports on Form 10-K and Form 10-Q and the other risks and uncertainties discussed in any subsequent reports that the Company files with the Securities and Exchange Commission from time to time. Any forward-looking statements speak only as of the date made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.						Description
10.1						Fifth Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan (Filed as Annex A to the Registrant’s Proxy Statement on Form DEF 14A filed on November 5, 2025).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ GIORGIO MATTEO TARDITI
Name:			Giorgio Matteo Tarditi
Title:			President and Chief Financial Officer

Date:    December 17, 2025

FAQ

What did United Natural Foods (UNFI) stockholders approve at the latest Annual Meeting?

Stockholders approved four key items: the election of ten directors, the ratification of KPMG LLP as independent auditor for the fiscal year ending August 1, 2026, an advisory vote approving executive compensation, and the Fifth Amended and Restated 2020 Equity Incentive Plan, which increases the shares available under the plan by 1,500,000.

How many additional shares were added to United Natural Foods’ 2020 Equity Incentive Plan?

Stockholders approved the Fifth Amended and Restated 2020 Equity Incentive Plan, which increases the number of shares that may be issued under the plan by 1,500,000 shares.

What were the say-on-pay voting results for United Natural Foods (UNFI)?

For the advisory vote on executive compensation, stockholders cast 46,684,471 votes for, 870,985 votes against, and 400,128 abstentions, with 4,479,695 broker non-votes.

What stock repurchase authorization does United Natural Foods currently have?

In September 2022, the Board authorized a stock repurchase program for up to $200 million of common stock over four years. The program currently has $138 million remaining. The company has not repurchased shares since the fourth quarter of its fiscal year ended July 29, 2023, but now expects to resume opportunistic repurchases under this program.

What limits United Natural Foods’ ability to repurchase shares under its term loan agreement?

Under its Term Loan Agreement, United Natural Foods is currently limited to $25 million of share repurchases until its Consolidated Total Net Leverage Ratio is no greater than 3.00:1.00. The company also states it will manage repurchases in line with its capital investment and net leverage reduction targets.

How many United Natural Foods shares were outstanding and entitled to vote at the record date?

There were 60,931,668 shares of common stock outstanding and entitled to vote as of the October 22, 2025 record date. At the Annual Meeting, 52,435,279 shares were present in person or represented by proxies.

Who is United Natural Foods’ independent auditor for the fiscal year ending August 1, 2026?

Stockholders approved the ratification of KPMG LLP as United Natural Foods’ independent registered public accounting firm for the fiscal year ending August 1, 2026, with 51,091,786 votes for, 1,086,540 against, and 256,953 abstentions.