UFI 8-K
Unifi Inc (UFI)
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
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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:
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Trading |
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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:
Nominee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
Emma S. Battle |
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11,039,755 |
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83,824 |
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29,082 |
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3,378,846 |
Francis S. Blake |
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11,059,475 |
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63,941 |
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29,245 |
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3,378,846 |
Albert P. Carey |
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10,571,204 |
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552,175 |
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29,282 |
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3,378,846 |
Edmund M. Ingle |
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11,002,445 |
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120,934 |
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29,282 |
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3,378,846 |
Kenneth G. Langone |
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11,043,502 |
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81,789 |
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27,370 |
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3,378,846 |
Suzanne M. Present |
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11,057,841 |
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65,775 |
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29,045 |
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3,378,846 |
Rhonda L. Ramlo |
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11,012,725 |
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112,516 |
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27,420 |
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3,378,846 |
Eva T. Zlotnicka |
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10,082,151 |
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1,041,465 |
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29,045 |
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3,378,846 |
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
8,660,846 |
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2,446,592 |
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45,223 |
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3,378,846 |
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
9,996,905 |
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1,118,851 |
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36,905 |
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3,378,846 |
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
14,464,152 |
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63,367 |
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3,988 |
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0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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10.1* |
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Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan. |
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104 |
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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.
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UNIFI, INC. |
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Date: |
October 29, 2025 |
By: |
/s/ ANDREW J. EAKER |
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Andrew J. Eaker |
Exhibit 10.1
SECOND AMENDMENT TO THE UNIFI, INC. SECOND AMENDED AND RESTATED 2013 INCENTIVE COMPENSATION PLAN
This Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (this “Second Amendment”) is made and adopted by the Board of Directors of Unifi, Inc. (the “Company”) on August 19, 2025, effective as of the date of the 2025 Annual Meeting of Shareholders (the “Second Amendment Date”), provided that it is approved by the Company’s shareholders on that date. Capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan, as amended by the First Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (the “Plan”).
RECITALS
a. The Company currently maintains the Plan.
b. The Board believes it is in the best interests of the Company and its shareholders to amend the Plan to increase the number of shares of Company Stock reserved for issuance thereunder.
AMENDMENT
The Plan is hereby amended as follows, effective as of the Second Amendment Date, provided that it is approved by the Company’s shareholders on that date.
1. Section 4(a). Section 4(a) of the Plan is hereby deleted and replaced in its entirety with the following:
“a. Reserve. Subject to Section 15, the number of shares of Company Stock with respect to which Awards may be granted under the Plan during the term of the Plan beginning on the Effective Date shall be equal to the sum of (i) one million two hundred forty thousand (1,240,000) shares of Company Stock and (ii) the number of shares of Company Stock which as of October 28, 2025 remained available for issuance under the Plan, the sum of which shall be authorized but unissued shares.”
2. This Second Amendment shall be and, as of the Second Amendment Date, is hereby incorporated in and forms a part of the Plan.
3. Except as expressly provided herein, all terms and conditions of the Plan shall remain unchanged and in full force and effect.