United Natural Foods (UNFI) Proxy filing summary

Executive summary

• FY2026 was year two of a multi-year value-creation strategy; net sales were $31.2B, down 2% YoY, while Adjusted EBITDA rose 27% to $701M and free cash flow rose 35% to $323M.

• Cash generation supported $295M of debt reduction vs. FY2025; total debt was $1.54B at Aug. 1, 2026, the lowest level since FY2018.

• Annual meeting set for Dec. 15, 2026, as a virtual-only meeting; holders of record on Oct. 21, 2026 may vote on five proposals.

Voting matters and shareholder proposals

• Board recommends FOR all five matters: ten director nominees, KPMG LLP ratification, advisory say-on-pay, officer exculpation amendment, and the Sixth Amended and Restated 2020 Equity Incentive Plan.

• Proposal 4 would extend duty-of-care monetary-liability exculpation to specified officers for direct stockholder claims; it would not cover derivative claims, loyalty breaches, bad faith, intentional misconduct, knowing legal violations, or improper personal benefits.

• Proposal 5 seeks 1.8M additional plan shares, intended to fund standard equity grants to eligible participants in Oct. 2027 for FY2028; the plan would also clarify Good Reason and make other conforming changes.

• Proposal 3 is a non-binding advisory vote; annual say-on-pay voting continues, and results will inform future compensation decisions.

Board of directors and corporate governance

• Ten directors are nominated for one-year terms; nine are independent. Jack Stahl was appointed Independent Chair for a sixth term in Sept. 2026.

• Board refreshment added five independent directors since FY2021; annual Board and Committee evaluations continue, with third-party assessments planned every two to three years.

• FY2026 governance policy review updated Corporate Governance Principles, Committee charters, the Insider Trading Policy, and Sustainability Policy.

• Proxy access allows up to 20 holders with 3% ownership for at least three years to nominate candidates, capped at the greater of two directors or 20% of the Board.