United Natural Foods (UNFI) Proxy filing summary

Executive summary

• FY2026 marked the 50th anniversary and second year of the multi-year value creation strategy; profitability and free cash flow improved, with $295 million of debt reduction versus FY2025.

• Served more than 30,000 customer locations across the U.S. and Canada; fiscal-year net sales were $31.2 billion, down 2%, while adjusted EBITDA rose 27% to $701 million and free cash flow rose 35% to $323 million.

• FY2027 began with leadership changes: Matteo Tarditi became President and COO, Louis Martin Chief Commercial Officer, and Alfredo Luchini CFO.

Voting matters and shareholder proposals

• The virtual annual meeting is scheduled for December 15, 2026; shareholders of record on October 21, 2026 may vote on five proposals.

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

• The equity plan proposal seeks 1.8 million additional shares to support regular October 2027 grants for FY2028; total dilution after the proposed plan is estimated at 16.0%.

• The charter amendment would extend fiduciary-duty-of-care exculpation to specified officers for direct stockholder claims, subject to Delaware-law exceptions; director protections remain unchanged.

Board of directors and corporate governance

• Ten directors stand for one-year terms; nine are independent, the CEO is the sole non-independent director, and Jack Stahl was appointed Independent Chair for a sixth term in September 2026.

• Five new independent directors have joined since FY2021; Board tenure averages eight years, with annual Board and Committee evaluations and third-party assessments every two to three years.

• Stockholder outreach contacted holders of ~83% of shares and met with holders of ~45%; feedback informed governance and compensation discussions.

• The Board met six times in FY2026; all directors attended at least 75% of applicable Board and Committee meetings, and all current directors attended the prior annual meeting.