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): February 3, 2022

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 February 3, 2022, the Board of Directors of United Natural Foods, Inc. (the “Company”) elected Shamim Mohammad as a director, effective immediately. The Board has not determined committee appointments for Mr. Mohammad at this time. In accordance with the Company’s Fourth Amended and Restated Bylaws, Mr. Mohammad will serve as a director until the next Annual Meeting of Stockholders or until his successor is duly elected and qualified.

There are no arrangements or understandings between Mr. Mohammad and any other person pursuant to which he was appointed as a director, nor have there been any transactions since the beginning of fiscal year 2021 to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Mohammad had or has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Mohammad will receive a pro rata amount of the standard non-employee director compensation ($100,000 Board Member annual cash retainer and $162,000 Board member annual equity retainer) to match his service period for the remainder of fiscal 2022 and the standard compensation for independent directors thereafter.

Item 7.01 Regulation FD Disclosure.

A copy of the press release relating to Mr. Mohammad’s election issued by the Company on February 3, 2022 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:    February 3, 2022

Document

Exhibit 99.1

UNFI Elects Shamim Mohammad to its Board of Directors

PROVIDENCE, RHODE ISLAND (February 3, 2022) - United Natural Foods, Inc. (NYSE: UNFI) (“UNFI”) today announced it has appointed Mr. Shamim Mohammad to its Board of Directors, effective February 3, 2022. This appointment reflects UNFI’s ongoing commitment to Board refreshment, adding significant technology expertise to the Board in areas that can help advance UNFI’s long-term strategic objectives.

“Shamim’s proven track record in strategic leadership and development of forward-thinking technology solutions will make him a valuable addition to our Board,” said Jack Stahl, Independent Chair of UNFI’s Board.

Sandy Douglas, UNFI’s Chief Executive Officer said, “As UNFI executes our Fuel the Future strategy, we are focused on providing solutions for our customers and suppliers. Shamim’s knowledge and wealth of experience will help us create value for their businesses as well as for our shareholders.”

Mr. Mohammad serves as Executive Vice President and Chief Information and Technology Officer of CarMax Inc., the largest used car retailer in the United States, third largest wholesaler of used cars in the United States and a leading auto finance company. He has served CarMax in various senior technology roles with increasing responsibility since 2012. Prior to joining CarMax, Mr. Mohammad held information technology leadership roles at BJ’s Wholesale Club Inc., Blockbuster, Inc. and TravelClick, Inc., a marketing technology and data analytical startup. Mr. Mohammad is a registered CPA.

Mr. Mohammad is passionate about building organizational agility through the innovative use of technology, as well as cultivating digital talent by fostering a culture of learning and innovation. In 2021, he was featured by Forbes Magazine as one of the top 50 CIOs in the nation who are redefining the CIO role and driving game-changing innovation. In 2020, MIT Sloan selected Mr. Mohammad as the recipient of the CIO Leadership Award, which recognizes CIOs who lead their organizations to deliver exemplary levels of business value through the innovative use of technology. He is a sought-after thought leader and has been quoted in national outlets including the Harvard Business Review, MIT Sloan Review and The Wall Street Journal. Mr. Mohammad received his MBA from the Kellogg School of Management at Northwestern University and Bachelor of Science in computer science from Angelo State University.

UNFI’s Board continuously evaluates the appropriate skills, experience and perspective necessary to meet the Company’s strategic needs and has appointed three new directors in the last year. With the addition of Mr. Mohammad, UNFI’s Board consists of 11 directors, nine of whom are independent. The composition of the UNFI Board also reflects UNFI’s commitment to diversity and inclusion. With the addition of Mr. Mohammad, the Board includes four female directors and three people of color. UNFI directors serve one-year terms.

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 Fueling the Future of Food, 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