United Natural Foods (UNFI) Proxy Filing summary

Voting matters and shareholder proposals

• Proposal 4 seeks approval of the Fifth Amended and Restated 2020 Equity Incentive Plan, increasing available shares by 1,500,000 to support equity awards for directors and eligible associates in December 2025 and return to a normal October grant cadence in 2026.

• The Board unanimously recommends voting in favor of Proposal 4, emphasizing its importance for aligning compensation with shareholder interests and supporting the company’s multi-year strategy.

• Glass Lewis recommended a vote for the plan, acknowledging actions to mitigate dilution, while ISS recommended against it, citing concerns about discretionary vesting and dilution.

Executive compensation and say-on-pay

• The executive compensation program is designed to align with long-term shareholder interests and strategic initiatives, with 93.9% approval in the last Say-on-Pay vote.

• Compensation includes a mix of short-term (STI) and long-term (LTI) incentives, with STI tied to Adjusted EBITDA and Free Cash Flow, and LTI using RSUs and PSUs weighted on Core Adjusted EPS and Free Cash Flow.

• Performance-based compensation is emphasized, with PSUs comprising 60% of executive LTI awards and recent payouts reflecting rigorous performance goals.

• The company has issued cash-settled awards to non-senior associates to manage dilution and has a history of prudent grant practices, keeping stock compensation expense in line with peers.

Board of directors and corporate governance

• The Board, led by an independent chair, has actively engaged with shareholders and revised compensation programs in response to feedback.

• The Board authorized a $200 million share repurchase program in September 2022 to help manage dilution and support capital allocation policies.