2 unchanged sentences
The repurchase program is scheduled to expire upon our repurchase of shares of our common stock having an aggregate purchase price of $200.0 million.
−Removed: Repurchases will be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions, or otherwise.
+Added: Any repurchases will be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions, or otherwise.
+Added: We do not expect to purchase shares under the share repurchase program during fiscal 2021.
We may also implement all or part of the repurchase program pursuant to a plan or plans meeting the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
−Removed: (in millions, except shares and per share amounts)
−Removed: Total Number of Shares Purchased (2)
−Removed: Average Price Paid Per Share
−Removed: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
−Removed: Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
−Removed: February 2, 2020 to February 29, 2020
−Removed: March 1, 2020 to March 28, 2020
−Removed: March 29, 2020 to May 2, 2020
+Added: (in millions, except shares and per share amounts) Total Number of Shares Purchased (2)
+Added: Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
+Added: August 2, 2020 to September 5, 2020 — $ — — $ —
+Added: September 6, 2020 to October 3, 2020 149,479 17.08 — —
+Added: October 4, 2020 to October 31, 2020 459,811 16.79 — 175.8
+Added: 609,290 $ 16.86 — $ —
(1) The reported periods conform to our fiscal calendar.
(2) These amounts represent the deemed surrender by participants in our compensatory stock plans of 609,290 shares of our common stock to cover taxes from the vesting of restricted stock awards and restricted stock units granted under such plans.
−Removed: As of May 2, 2020 , there was approximately $175.8 million that may yet be purchased under the share repurchase program.
−Removed: There were no share repurchases under the share repurchase program in the third quarter of fiscal 2020 .
+Added: (3) As of October 31, 2020, there was approximately $175.8 million that may yet be purchased under the share repurchase program.
+Added: There were no share repurchases under the share repurchase program in the first quarter of fiscal 2021.
+Added: Table of C ontents
Exhibit Index
6 unchanged sentences
3.2 Fourth Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 19, 2018 (File No.
−Removed: Offer Letter, effective February 9, 2020, between John W.
−Removed: Howard, Chief Financial Officer, and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2020 (File No.
−Removed: Amendment to Amended and Restated Employment Agreement, dated as of February 6, 2020, by and between the Registrant and Steven L.
−Removed: Spinner (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2020 (File No.
−Removed: Amendment to Employment Agreement, dated as of February 6, 2020, by and between the Registrant and Sean F.
−Removed: Griffin (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2020 (File No.
−Removed: Form of RSU Award Agreement (Director) pursuant to the Registrant’s 2020 Equity Incentive Plan (for grants made beginning March 2020) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2020 (File No.
−Removed: Form of RSU Award Agreement (Employee I) pursuant to the Registrant’s 2020 Equity Incentive Plan (for grants made beginning March 2020) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2020 (File No.
+Added: 10.1** Form of RSU Award Agreement (Employee) pursuant to the Registrant’s 2020 Equity Incentive Plan (for grants made beginning September 2020) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2020 (File No.
+Added: 10.2** Form of PSU Award Agreement pursuant to the Registrant’s 2020 Equity Incentive Plan (for grants made beginning September 2020) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2020 (File No.
+Added: 10.3 Third Amendment to Loan Agreement, dated August 14, 2020, by and among the Registrant and United Natural Foods West, Inc., UNFI Canada, Inc., the financial institutions that are parties thereto as lenders, Bank of America, N.A., Bank of America, N.A.
+Added: (acting through its Canada branch), and the other parties thereto (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2020 (File No.
+Added: 10.4 Indenture, dated October 22, 2020, among United Natural Foods, Inc., the subsidiary guarantors named therein and U.S.
+Added: Bank National Association, as trustee (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 26, 2020 (File No.
+Added: 001-15723) ) .
+Added: 10.5* ** Annual Incentive Plan, as amended.
31.1* Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended May 2, 2020, formatted in Inline XBRL (Extensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
−Removed: The cover page from our Quarterly Report on Form 10-Q for the third quarter of fiscal 2020, filed with the SEC on June 10, 2020, formatted in Inline XBRL (included as Exhibit 101).
+Added: 101* The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2020, formatted in Inline XBRL (Extensible Business Reporting Language):
+Added: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
+Added: 104 The cover page from our Quarterly Report on Form 10-Q for the first quarter of fiscal 2021, filed with the SEC on December 9, 2020, formatted in Inline XBRL (included as Exhibit 101).
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1 unchanged sentence
** Denotes a management contract or compensatory plan or arrangement.
+Added: Table of C ontents
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 thereunto duly authorized.
1 unchanged sentence
Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: June 10, 2020
+Added: (Principal Financial Officer and duly authorized officer)
+Added: December 9, 2020
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.