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Item 9A. Controls and Procedures

2021-09-28 compared with 2020-09-29 · 68 added, 54 removed, 102 unchanged (54% of the section changed)

11 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of August 1, 2020 .

Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of July 31, 2021.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework (2013 framework).

Based on its assessment, our management concluded that, as of August 1, 2020 , our internal control over financial reporting was effective based on those criteria at the reasonable assurance level.

Based on its assessment, our management concluded that, as of July 31, 2021, our internal control over financial reporting was effective based on those criteria at the reasonable assurance level.

Report of the Independent Registered Public Accounting Firm.

The effectiveness of our internal control over financial reporting as of August 1, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its attestation report which is included in Item 8.

The effectiveness of our internal control over financial reporting as of July 31, 2021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its attestation report which is included in Item 8.

Financial Statements and Supplementary Data of this Annual Report.

Changes in Internal Controls Over Financial Reporting

No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)or 15d-15(f)) occurred during the fiscal quarter ended August 1, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)or 15d-15(f)) occurred during the fiscal quarter ended July 31, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be contained, in part, in our Definitive Proxy Statement on Schedule 14A for our Annual Meeting of Stockholders to be held on January 11, 2022 (the “Proxy Statement”) under the captions “Directors and Nominees for Director,” “Executive Officers of the Company,” “Delinquent Section 16(a) Reports,” if applicable, “Committees of the Board of Directors,” “Nomination of Directors,” and “Stockholder Director Recommendations and Proxy Access” and is incorporated herein by this reference.

We have adopted a code of conduct and ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and employees within our finance, operations, and sales departments.

We have adopted a code of conduct and ethics that applies to all employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.

Our code of conduct and ethics is publicly available on our website at www.unfi.com and is available free of charge by writing to United Natural Foods, Inc., 11840 Valley View Road, Eden Prairie, MN 55344, Attn:

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The information required by this item will be contained in the Proxy Statement under the captions “Fees Paid to KPMG LLP” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services,” and is incorporated herein by this reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Documents filed as a part of this Annual Report.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

Financial Statements:

The Financial Statements listed in the Index to Financial Statements in Item 8 hereof are filed as part of this Annual Report.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement Schedules:

All schedules have been omitted because they are either not required or the information required is included in our consolidated financial statements or the notes thereto included in Item 8 hereof.

The Exhibits listed in the Exhibit Index are filed as part of this Annual Report.

FORM 10-K SUMMARY

EXHIBIT INDEX

(a)3.&(b) Exhibits:

2.1 Agreement and Plan of Merger, dated July 25, 2018, by and among SUPERVALU INC., SUPERVALU Enterprises, Inc., the Registrant and Jedi Merger Sub, Inc.

8 unchanged sentences

(incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2019 (File No.

2002 Stock Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2003 (File No.

10.1** United Natural Foods, Inc.

Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 21, 2010 (File No.

Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2010 (File No.

Form of Non-Statutory Stock Option Award Agreement, pursuant to the 2002 Stock Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No.

Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Director) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No.

10.2** Form of Non-Statutory Stock Option Award Agreement, pursuant to the Amended and Restated 2004 Equity Incentive Plan (Employee) (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 28, 2012 (File No.

7 unchanged sentences

001-15723)) (the “A&R 2012 Equity Plan”).

Form of Terms and Conditions of Grant of (Pro-Rata Vesting) Restricted Share Units to Employee, pursuant to the A&R 2012 Equity Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 30, 2016 (File No.

Form of Terms and Conditions of Grant of (Cliff Vesting) Restricted Share Units to Employee, pursuant to the A&R 2012 Equity Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 30, 2016 (File No.

10.7** Revised Form Indemnification Agreement for Directors and Officers (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2013 (File No.

10.8+ Agreement for the Distribution of Products between the Registrant and Whole Foods Market Distribution, Inc., effective September 28, 2015 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 (File No.

Form of Restricted Share Unit Award Agreement pursuant to the A&R 2012 Equity Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 2, 2016 (File No.

10.9 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.

10.10** Form of Terms and Conditions of Grant of Restricted Share Units to Employee pursuant to the A&R 2012 Equity Plan.

7 unchanged sentences

10.14 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.

(acting through its Canada branch), and the other parties thereto.

(acting through its Canada branch), and the other parties thereto (incorporated by reference to Registrant ’ s Annual Report on Form 10- K for the year ended August 1 , 2020, filed on September 29, 2020 (File No.

10.15 Term Loan Agreement, dated October 22, 2018, by and among United Natural Foods, Inc., SUPERVALU INC., Goldman Sachs Bank USA and the lenders party thereto (incorporated by reference to Registrant’s Current Report on Form 8-K filed on October 25, 2018 (File No.

10.16 Amendment No.

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 (File No.

10.17** Amended and Restated Employment Agreement, dated as of November 5, 2018 and effective as of October 22, 2018, by and among United Natural Foods, Inc.

3 unchanged sentences

Spinner (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2020 (File No.

10.19** 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 (File No.

10.20** Employment Agreement, dated as of November 5, 2018 and effective as of October 22, 2018, by and among United Natural Foods, Inc.

5 unchanged sentences

10.24** Terms and Conditions of Grant of Restricted Share Units pursuant to the Second Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 (File No.

Form of Performance-Based Vesting Restricted Share Unit Award Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 (File No.

10.25** Amended and Restated Indemnification Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 (File No.

Offer Letter, effective February 9, 2020, between John W.

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.

Senior Management Annual Cash Incentive Plan, as amended (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 1, 2019 (File No.

United Natural Foods, Inc.

2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A for the Registrant’s Annual Meeting of Stockholders held on December 18, 2019 (File No.

001-15723)) (the “2020 Equity Incentive Plan”).

Form of RSU Award Agreement (Director) pursuant to the Registrant’s 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No.

Form of RSU Award Agreement (Employee I) pursuant to the Registrant’s 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No.

Form of RSU Award Agreement (Employee II) pursuant to the Registrant’s 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No.

Form of PSU Award Agreement pursuant to the Registrant’s 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 19, 2019 (File No.

10.26 Indenture, dated October 22, 2020, among the Registrant, its subsidiary guarantors named therein and U.S.

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.

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