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

Date of Report (Date of earliest event reported): January 14, 2021

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

(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:

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).

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.

(d) On January 14, 2021, the Board of Directors of United Natural Foods, Inc. (the “Company”) elected Gloria Boyland as a director, effective immediately. The Board has not determined committee appointments for Ms. Boyland at this time. In accordance with the Company’s Fourth Amended and Restated Bylaws, Ms. Boyland will serve as a director until the next Annual Meeting of Stockholders or until her successor is duly elected and qualified.

There are no arrangements or understandings between Ms. Boyland and any other person pursuant to which she was appointed as a director, nor have there been any transactions since the beginning of fiscal year 2020 to which the Company or any of its subsidiaries was or is to be a party, in which Ms. Boyland had or has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Boyland will receive a pro rata amount of the standard non-employee director compensation ($90,000 Board Member annual cash retainer and $162,000 Board member annual equity retainer) to match her service period for the remainder of fiscal 2021 and the standard compensation for independent directors thereafter.

Item 7.01    Regulation FD Disclosure.

A copy of the press release relating to Ms. Boyland’s election issued by the Company on January 14, 2021 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

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.

Date:    January 14, 2021

Document

Exhibit 99.1

UNFI Elects Gloria Boyland to its Board of Directors

Former FedEx executive adds complementary transformation and operations experience

PROVIDENCE, RHODE ISLAND (January 14, 2021) - United Natural Foods, Inc. (NYSE: UNFI) (“UNFI”) today announced it has appointed Ms. Gloria Roberts Boyland, a seasoned operations executive, to its Board of Directors effective January 14, 2021. This appointment reflects UNFI’s ongoing commitment to Board refreshment, adding significant large-scale supply chain expertise to the collective experience of the existing Board in areas that advance UNFI’s long-term strategic objectives.

“Gloria’s extensive experience leading operational transformation at global companies, coupled with her leading-edge, future-focused logistics and supply chain knowledge, make her a valuable addition to our Board,” said Steven L. Spinner, UNFI Chairman and Chief Executive Officer. “As the largest and most diverse grocery wholesale distributor in North America, UNFI will continue to strategically invest in our distribution network, operations and logistics capabilities to further enhance our ability to best serve our retail customers. Gloria’s knowledge will be a tremendous benefit in helping guide these efforts.”

Ms. Boyland currently serves as a strategic advisor of Aurora Technologies, LLC, a position she has held since June 2020. Prior to that, Ms. Boyland served as Staff Vice President (beginning in 2004) and Corporate Vice President (beginning in 2015) at FedEx Corporation where she was responsible for evaluation and leadership of advanced operations technology initiatives, service quality and customer experience improvements, and new service offerings for the company. Prior to her tenure at FedEx, Ms. Boyland held leadership positions in various functions at GE Capital Corporation, including Six Sigma Quality, mergers and acquisitions and acquisition integration. She also practiced for eight years as a commercial transactions and investment attorney at GE. Ms. Boyland currently serves on the boards of directors of Chesapeake Energy Corporation and Vontier Corporation and previously served as a member of the board of UMRF Ventures, Inc. In 2016, Ms. Boyland was appointed to the U.S. DOT Advisory Committee on Automation in Transportation.

Ms. Boyland was named to National Black MBA Magazine’s Top 50 under 50, Savoy Magazine’s Most Influential Black Corporate Directors, Black Enterprise’s 2017 Most Powerful Corporate Executives, and Black Enterprise’s 2019 List of Most Powerful Women in Corporate America. She is a STEVIE Silver Award winner.

UNFI’s Board continuously evaluates the appropriate skills, experience and perspective necessary to meet the evolving strategic needs of the Company, which most recently occurred following the unprecedented events of 2020 and strategic evolution as a result of the global pandemic. With the addition of Ms. Boyland, UNFI’s Board now consists of 10 highly engaged directors, eight of whom are independent. The composition of the UNFI Board reflects UNFI’s commitment to diversity and inclusion. With the addition of Ms. Boyland, the Board now consists of 40% female directors and 20% people of color. UNFI directors serve one-year terms. In the last two years, UNFI has brought on three new directors in furtherance of its Board refreshment objectives.

About United Natural Foods

UNFI is North America’s premier food wholesaler delivering the widest variety of products to customer locations throughout North America including natural product superstores, independent retailers, conventional supermarket chains, ecommerce retailers, and food service customers. By providing this deeper ‘full-store’ selection and compelling brands for every aisle, UNFI is uniquely positioned to deliver great food, more choices, and fresh thinking to customers everywhere. Today, UNFI is the largest publicly-traded grocery distributor in America. To learn more about how UNFI is Moving Food Forward, visit www.unfi.com.

INVESTOR CONTACT

Steve Bloomquist

Vice President - Investor Relations

Steve.J.Bloomquist@unfi.com

952-828-4144

MEDIA CONTACT

Jeff Swanson

Vice President- Corporate Communications and Media Relations

Jeffrey.S.Swanson@unfi.com

952-903-1645