8-K
UNITED NATURAL FOODS INC (UNFI)
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): March 20, 2023
| UNITED NATURAL FOODS, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware<br><br>(State or other jurisdiction of incorporation) | 001-15723<br><br>(Commission File Number) | 05-0376157<br><br>(IRS Employer Identification No.) |
| 313 Iron Horse Way, Providence, RI 2908 | ||
| (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.
On March 20, 2023, United Natural Food, Inc.’s (the “Company”) Board of Directors appointed Erin Horvath to the role of Chief Operating Officer.
Ms. Horvath, 50, has served as the Company’s Chief Supply Chain Transformation Officer since October 2022. Prior to joining the Company, Ms. Horvath spent 17 years at AmerisourceBergen Corporation (“AmerisourceBergen”), a global pharmaceutical wholesale company, most recently serving as Chief Transformation Officer. During her time at AmerisourceBergen, Ms. Horvath served in roles of increasing responsibility, including President, Distribution Services from 2019 to 2021 and Senior Vice President, Distribution Services from 2017 to 2019. Prior to working at AmerisourceBergen, Ms. Horvath served as a management consultant at Smart and Associates, a business consulting firm, and at Arthur Anderson Business Consulting. She also gained experience in distribution and operations at McMaster-Carr Supply Company and the U.S. Department of the Navy as a contract specialist. She currently serves as a board member for the Andy Talley Bone Marrow Foundation. Ms. Horvath holds a bachelor’s degree in Business Administration from George Washington University and an MBA from Villanova University.
In connection with Ms. Horvath’s appointment as the Company’s Chief Operating Officer, she will receive an annual base salary of $600,000 and an annual cash bonus with a value of 100% of her base salary based on achievement of certain fiscal year goals and objectives beginning with the 2023 fiscal year. Ms. Horvath’s annual equity award will be targeted at $1,300,000 beginning with the fiscal 2024 award, which award will be made on the same or similar terms as the long-term incentive awards granted to similarly situated executives of the Company and further subject to the terms and conditions of the respective award agreements evidencing the grant.
Effective March 20, 2023, the Company entered into a Severance Agreement, a Change in Control Agreement and an Indemnification Agreement with Ms. Horvath, each of which is substantially consistent with the agreements entered into with the Company’s other similarly situated executive officers.
A summary of the material terms of the form of Severance Agreement is included in the Company’s Current Report on Form 8-K filed on September 27, 2022, and a copy of the form of Severance Agreement is filed with the Company’s Annual Report on Form 10-K filed on September 27, 2022, each of which is incorporated herein by reference. A summary of the material terms of the form of Change in Control Agreement is included in, and a copy of the form of Change in Control Agreement is filed with, the Company’s Current Report on Form 8-K/A filed on November 8, 2018, each of which is incorporated herein by reference. A summary of the material terms of the form of Indemnification Agreement is included in the Company’s Current Report on Form 8-K filed on November 8, 2018, and a copy of the form of Indemnification Agreement, with certain immaterial cleanup updates, is filed with the Company’s Annual Report on Form 10-K filed on September 28, 2021, each of which is incorporated herein by reference.
There are no transactions involving the Company and Ms. Horvath that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On March 22, 2023, the Company issued a press release (the “Press Release”) announcing the management appointment described above in Item 5.02 and the appointment of Louis Martin, the Company’s Chief Strategy and Transformation Officer, to the new role of President, Wholesale, also effective March 20, 2023. A copy of the Press Release is being furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to 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.
| UNITED NATURAL FOODS, INC. | |
|---|---|
| By: | /s/ John W. Howard |
| Name: | John W. Howard |
| Title: | Chief Financial Officer |
Date: March 22, 2023
Document
Exhibit 99.1
UNFI Announces the Elevation of Two Leaders to Better Align Teams to Drive its Customer Centric Strategy and Transformation Plan
•Structure will align to four-part transformation program to drive increasing value to UNFI customers and suppliers, efficiency in operations, and value for shareholders
•Erin Horvath appointed Chief Operating Officer and Louis Martin named President of Wholesale
•Transformation agenda focused on improving UNFI’s customer and supplier experience and addressing legacy integration, operating efficiencies, and digital and physical infrastructure
PROVIDENCE, R.I.--(March 22, 2023) -- United Natural Foods, Inc. (NYSE: UNFI) (the “Company” or “UNFI”) today announced the elevation of two senior leaders to better align leadership teams and resources to drive its customer-centric strategy and transformation agenda. This agenda is aimed at enhancing shareholder value creation by improving the Company’s customer and supplier experience and increasing operating efficiency. Erin Horvath has been appointed to the position of Chief Operating Officer (COO) and Louis Martin has been named President of Wholesale.
UNFI recently outlined the core tenets of its four-part transformation program. Key initiatives of the plan will include network automation and optimization, commercial value creation, digital offering enhancement, and infrastructure unification and modernization.
Horvath, COO, and Martin, President of Wholesale, will join Company President, Chris Testa, who oversees UNFI’s Services platform, to leverage the combined knowledge of industry veterans and new leaders, and together form a team of operators with considerable experience with these types of capability improvement programs.
“This operational leadership team, made up of UNFI veterans and new leaders, is equipped to help us accelerate improvement in our customer and supplier experience, our operating efficiency and digital and physical infrastructure,” said UNFI CEO Sandy Douglas. “With our transformation plan nearly complete and the realignment of our leadership teams in place, we are well positioned to become a unique value creator for our customers, suppliers, associates, and shareholders.”
As Chief Operating Officer, Erin Horvath will be responsible for driving project management underpinning the improvement plan, enhancing UNFI’s legacy integration and physical infrastructure, as well as ensuring successful implementation of the digital, technology, and automation initiatives. Chief Supply Chain Officer, Mark Bushway, will report to Horvath and partner with her to drive improved process and standardization across the supply chain. Horvath joined UNFI in October 2022 after more than 17 years in senior leadership roles with AmerisourceBergen Corporation, a global pharmaceutical wholesale company. She brings deep expertise in driving transformation initiatives in large scale wholesale distribution systems.
Louis Martin joined UNFI in March 2022 and has been a key leader in the development of UNFI’s strategy and transformation agenda, as well as in spearheading the creation and early-stage development of the Company’s digital roadmap. Steve Dietz, Chief Customer Officer, will report to Martin and continue to lead UNFI’s field sales and merchandising organizations with a renewed focus on UNFI’s growing regional and independently owned customers. Before joining UNFI, Martin served for 15 years in a variety of senior leadership positions with The Coca-Cola Company, including overseeing the Global Walmart Customer team, where he built leading customer service capabilities. Martin is a seasoned leader who, as President of Wholesale, will lead the evolution of UNFI’s customer-centric strategy by integrating national and regional customer organizations, revenue growth management, and the commercial planning teams.
About UNFI
UNFI is North America's premier grocery wholesaler delivering the widest variety of fresh, branded, and owned brand products to more than 30,000 locations throughout North America, including natural product superstores, independent retailers, conventional supermarket chains, ecommerce providers, and food service customers. UNFI also provides a broad range of value-added services and segmented marketing expertise, including proprietary technology, data, market insights, and shelf management to help customers and suppliers build their businesses and brands. As the largest full-service grocery partner in North America, UNFI is committed to building a food system that is better for all and is uniquely positioned to deliver great food, more choices, and fresh thinking to customers. To learn more about how UNFI is Fueling the Future of Food, visit www.unfi.com.
For Investors:
Kristyn Farahmand
401-213-2160
kristyn.farahmand@unfi.com
-or-
Steve Bloomquist
952-828-4144
steve.j.bloomquist@unfi.com
For Media:
Jeff Swanson
952-903-1645
jeffrey.s.swanson@unfi.com