What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-06-09 compared with 2021-03-10 · 28 added, 52 removed, 28 unchanged (74% of the section changed)

Other Information

On March 9, 2021, we entered into the Second Amendment to Mr.

Spinner’s Amended and Restated Employment Agreement (“Employment Agreement”), which had been amended pursuant to the First Amendment entered into on February 6, 2020 (“First Amendment”).

In the First Amendment, Mr.

Spinner agreed to serve as the Company’s CEO until the earlier of July 31, 2021, or the appointment of a new CEO as his successor.

The First Amendment set forth certain payments to Mr.

Spinner in connection with his agreement to extend the Employment Agreement significantly beyond Mr.

Spinner’s desired retirement date.

With the active continuation of the Company’s search for a CEO to replace Mr.

Spinner, which, as previously announced, includes both internal and external candidates, the Board requested and Mr.

Spinner has agreed, to extend the date of his services as either CEO, or after a new CEO is appointed, to provide consultancy services, as applicable, for an additional three months from the end of his current Employment Agreement (July 31, 2021), to October 31, 2021.

In particular, the Second Amendment provides that Mr.

Spinner will continue to serve as CEO until his successor is appointed (the “Transition Date”), but no later than October 31, 2021;

Spinner will, at the Company’s discretion, continue to serve as an executive management and board advisor for twelve months after the Transition Date.

In exchange for Mr.

Spinner agreeing to serve as the Company’s CEO until the Transition Date, and thereafter to provide consultancy services to the Company, if applicable, until at least October 31, 2021, and, at the Company’s discretion, for up to twelve months after the Transition Date, the Company has agreed, that:

with respect to the Company’s 2021 fiscal year, Mr.

Spinner’s annual cash incentive compensation (short-term bonus) that otherwise would be prorated under the First Amendment if Mr.

Spinner ceased being CEO prior to July 31, 2021, will not be prorated regardless of when the Transition Date occurs;

with respect to the Company’s 2022 fiscal year, provided that Mr.

Spinner is serving as CEO on or after August 1, 2021, Mr.

Spinner’s 2022 cash incentive compensation shall be prorated, on an annual basis based on the number of full calendar months elapsed in the fiscal year between August 1, 2021 and the Transition Date (three months maximum to October 31, 2021), based on Mr.

Spinner’s cash incentive target of $1,800,000;

Spinner’s fiscal 2021 equity award under the long-term incentive plan, granted in October of 2020, that otherwise would be prorated under the First Amendment if Mr.

Spinner ceased being CEO prior to October 12, 2021, will not be prorated regardless of when the Transition Date occurs;

as of the Transition Date, when Mr.

Spinner ceases to be CEO, and begins to provide consultant services, his compensation as CEO shall end, except as described above, and he will receive, on an annualized basis, $250,000 in consideration for the consultant services.

The Second Amendment also expressly provides that Mr.

Spinner shall not be eligible for any additional equity grants under the long-term incentive plan whatsoever, for fiscal year 2022 or otherwise, even if he remains the Company’s CEO after the fiscal year 2022 equity grant date on or about October 15, 2021.

Except as described above, all of the other material terms of Mr.

Spinner’s Amended and Restated Employment Agreement remain substantially unchanged and in full force and effect.

A copy of the Second Amendment to Amended and Restated Employment Agreement is filed herewith as Exhibit 10.11.

On March 8, 2021, in connection with the Company’s ongoing CEO search, we entered into a Retention Agreement with Christopher Testa, our President.

Pursuant to the agreement, Mr.

Testa will be entitled to a retention payment of $675,000, provided that he continues his service with the Company through February 1, 2022, or upon his earlier termination by the Company other than for Cause (as defined in the Retention Agreement).

A copy of the Retention Agreement is filed herewith as Exhibit 10.10.

Following a review of our severance program, the Compensation Committee of our Board determined that it was in the best interest of the Company to provide for prorated vesting upon certain specified severance events, excluding terminations for “Cause” or other exclusions set forth in the Amended and Restated 2020 Equity Incentive Plan (the “Plan”).

After consultation with the Compensation Committee’s independent compensation consultant, the Committee determined that such modifications were consistent with market practice for equity plan participants.

The Committee believed that the complete forfeiture of equity upon severance was overly punitive in light of the long-term performance required prior to termination, and for performance awards, continued performance, for vesting and settlement of such awards.

Rather, the Committee believed that the recognition of continued employment during the respective multiyear vesting of such awards prior to termination was a more appropriate approach.

Under the Committee’s disciplined approach, no more than one tranche scheduled to vest post termination would vest for time-based awards;

and for performance-based awards, only pre-termination days of service would count toward prorated vesting.

The allowance for partial equity vesting upon termination also incentivizes equity participants to remain focused on driving the long-term performance of the Company, even when certain significant severance events may be occurring at the Company, such as structural reorganizations, leadership transitions, major transactions, or other events that may result in associate terminations.

Given that the number of restricted stock units vesting upon separation is limited, with forfeiture of remaining equity awards linked to service period, and in each instance the Company, and not the associate, determines eligibility, the Committee believes that such modifications were in the best interest of the Company and do not incentivize unnecessary or undue risk in the Company’s executive compensation programs.

At the Committee’s recommendation, on June 3, 2021, our Board of Directors approved an amendment to the Plan.

The amendment provides for the prorated vesting of existing and future awards of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) for all Plan participants, which includes the Company’s Section 16 officers and Named Executive Officers, upon a qualifying “Separation From Service Without Cause,” as defined in the Plan.

Upon a Separation from Service without Cause, any RSUs expected to vest within 365 days of the separation date would vest on an accelerated basis.

If the separation date occurs within 365 days after the grant date of an RSU award, any outstanding RSUs scheduled to vest within 365 days of the separation date would be prorated for the time worked during the grant year.

For performance-based awards, a prorated portion of any outstanding PSUs, determined by the number of days worked in the performance period for such awards to the date of termination, will remain outstanding (will not be forfeited) and would vest on the scheduled vesting date, subject to actual performance.

The remainder of RSUs and PSUs not vesting in accordance with the Plan terms would be forfeited.

Pursuant to the Plan, the Compensation Committee has authority to make determinations as to the timing, conditions, and acceleration of vesting of equity awards granted under the Plan, including in regard to any separation of service.

As a result, the amendment to the Plan does not require stockholder approval under applicable law or rules of the New York Stock Exchange.

The foregoing is a summary of, and is subject to, the actual terms and conditions regarding the vesting of equity upon certain terminations, as set forth in the Plan, and is qualified in its entirety by reference to the Plan and award agreements.

A copy of the Amended and Restated 2020 Equity Incentive Plan, as further amended, is filed herewith as Exhibit 10.1.

Copies of the Form of RSU Award Agreement and Form of PSU Award Agreement for equity awards granted under the Plan, as amended, are filed herewith as Exhibits 10.2 and 10.3, respectively.

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.

10.1** Annual Incentive Plan, as amended (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2020, filed on December 9, 2020 (File No.

10.2* ** Form of Inducement RSU Award Agreement .

10.1* ** Amended and Restated 2020 Equity Incentive Plan, as amended on June 3, 2021.

10.2* ** Form of RSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan

10.3* ** Form of PSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan

10.4 Amendment No.

1 to Term Loan Agreement, dated as of Februar y 11 , 2021, by and among the Registrant and SUPERVALU INC.

, Credit Suisse AG, Cayman Islands Branch , Goldman Sachs Bank USA and the other lender parties thereto.

1 to Term Loan Agreement, dated as of February 11, 2021, by and among the Registrant and SUPERVALU INC., Credit Suisse AG, Cayman Islands Branch , Goldman Sachs Bank USA and the other lender parties thereto (incorporated by reference to the Registrant ’ s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021, filed on March 10, 2021 (File No.

10.5 First Amendment to Agreement for Distribution of Products, dated as of March 3, 2021, by and among the Registrant and Whole Foods Market Distribution, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 4, 2021 (File No.

10.5* ** Change of Control Severance Agreement, dated as of November 30, 2015, by and among SUPERVALU INC.

and Michael Stigers.

10.6* ** Transition Agreement, dated as of October 22, 2018, by and among the Registrant, SUPERVALU INC.

and Michael Stigers.

10.7* ** First Amendment to Transition Agreement, dated as of March 27, 2019, by and among the Registrant, SUPERVALU INC.

and Michael Stigers.

10.8* ** Second Amendment to Transition Agreement, dated as of May 12, 2020, by and among the Registrant, SUPERVALU INC.

and Michael Stigers.

10.6** Third Amendment to Transition Agreement, dated as of March 9, 2021, by and among the Registrant, SUPERVALU INC.

and Michael Stigers.

10.10* ** Retention Agreement, dated as March 8, 2021, by and between the Registrant and Christopher Testa.

and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021, filed on March 10, 2021 (File No.

10.7** Retention Agreement, dated as March 8, 2021, by and between the Registrant and Christopher Testa (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021, filed on March 10, 2021 (File No.

10.8** Second Amendment to Amended and Restated Employment Agreement, dated as of March 9, 2021, by and between the Registrant and Steven L.

Spinner (incorporated by reference to the Registrant ’ s Quarterly Report on Form 10 -Q for the quarter ended January 30, 2021, filed on March 10, 2021 (File No.

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.

101* The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 30, 2021, formatted in Inline XBRL (Extensible Business Reporting Language):

101* The following materials from the United Natural Foods, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2021, formatted in Inline XBRL (Extensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.

104 The cover page from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2021, filed with the SEC on March 10, 2021, formatted in Inline XBRL (included as Exhibit 101).

104 The cover page from our Quarterly Report on Form 10-Q for the third quarter of fiscal 2021, filed with the SEC on June 9, 2021, formatted in Inline XBRL (included as Exhibit 101).

______________________________________________

5 unchanged sentences

(Principal Financial Officer and duly authorized officer)

March 10, 2021

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.

What changed 10-Q

Item 5. Other Information