15 unchanged sentences
Report of the Independent Registered Public Accounting Firm.
−Removed: 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.
−Removed: Financial Statements and Supplementary Data of this Annual Report.
+Added: The effectiveness of our internal control over financial reporting as of July 30, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its attestation report which is included in Financial Statements and Supplementary Data in Part II, Item 8 of this Annual Report.
Changes in Internal Controls Over Financial Reporting
31 unchanged sentences
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.
−Removed: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 26, 2018 (File No.
+Added: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 26, 2018 ) .
2.2 First Amendment to Agreement and Plan of Merger, dated as of October 10, 2018, by and among United Natural Foods, Inc., Jedi Merger Sub, Inc., SUPERVALU INC.
and SUPERVALU Enterprises, Inc.
−Removed: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 10, 2018 (File No.
−Removed: 3.1 Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 1, 2015 (File No.
−Removed: 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: 4.1 Specimen Certificate for shares of Common Stock, $0.01 par value, of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2009 (File No.
+Added: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on Octobe r 1 0 , 2 0 1 8 ).
+Added: 3.1 Certificate of Incorporation of the Registrant, as amended (restated for SEC filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 1, 2015 ).
+Added: 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 ).
+Added: 4.1 Specimen Certificate for shares of Common Stock, $0.01 par value, of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 1, 2009 ).
4.2 Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934.
−Removed: (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2019 (File No.
+Added: (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended August 3, 2019 ).
10.1** United Natural Foods, Inc.
−Removed: 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.
−Removed: 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.
+Added: 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 ).
+Added: 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 ).
10.3** United Natural Foods, Inc.
−Removed: 2012 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 18, 2012 (File No.
−Removed: 001-15723)) (the “2012 Equity Plan”).
−Removed: 10.4** Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Employee, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 26, 2013 (File No.
−Removed: 10.5** Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Director, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 26, 2013 (File No.
+Added: 2012 Equity Incentive Plan (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 18, 2012 ) (the “2012 Equity Plan”).
+Added: 10.4** Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Employee, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 26, 2013 ).
+Added: 10.5** Form of Terms and Conditions of Grant of Non-Statutory Stock Options to Director, pursuant to the 2012 Equity Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 26, 2013 ) .
10.6** United Natural Foods, Inc.
−Removed: Amended and Restated 2012 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 16, 2015 (File No.
−Removed: 001-15723)) (the “A&R 2012 Equity Plan”).
−Removed: 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.
−Removed: 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.
+Added: Amended and Restated 2012 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 16, 2015 ) (the “A&R 2012 Equity Plan”).
+Added: 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 ).
+Added: 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 ).
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.
−Removed: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 4, 2021 (File No.
+Added: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 4, 2021 ).
10.10** Form of Terms and Conditions of Grant of Restricted Share Units to Employee pursuant to the A&R 2012 Equity Plan.
−Removed: (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2017 (File No.
−Removed: 10.11 + Loan Agreement dated August 30, 2018, by and among the Registrant, 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.
−Removed: (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 July 28, 2018 (File No.
−Removed: 10.12 First Amendment to Loan Agreement, dated October 19, 2018, 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.
−Removed: (acting through its Canada branch), and the other parties thereto (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 25, 2018 (File No.
−Removed: 10.13 Second Amendment to Loan Agreement, dated January 24, 2019, 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.
−Removed: (acting through its Canada branch), and the other parties thereto (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed on March 7, 2019 (File No.
−Removed: 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.
−Removed: (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.
−Removed: 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.
+Added: (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 29, 2017 ).
+Added: 10.11 Loan Agreement, dated June 3, 2022, by and among the Registrant, UNFI Canada, Inc., the financial institutions that are parties thereto as lenders, Wells Fargo Bank, National Association and the other parties thereto (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2022).
+Added: 10.12 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 ).
10.13 Amendment No.
−Removed: 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.
+Added: 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 ).
+Added: 10.14 Amendment No.
+Added: 2 to Term Loan Agreement, dated as of November 10, 2021, by and among the Registrant and SUPERVALU INC., CreditSuisse AG, Cayman Islands Branch and the other lender parties thereto (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 ).
+Added: 10.15 Amendment No.
+Added: 3 to Term Loan Agreement, dated June 3, 2022, by and among the Registrant and SUPERVALU INC., Credit Suisse AG, Cayman Islands Branch and the other lender parties thereto (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2022 ).
10.16** 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.
and Steven L.
−Removed: Spinner (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 (File No.
+Added: Spinner (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 ).
10.17** 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.
+Added: Spinner (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 1, 2020 ).
10.18** Second Amendment to Amended and Restated Employment Agreement, dated as of March 9, 2021, 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 January 30, 2021 (File No.
−Removed: 10.20** Employment Agreement, dated as of November 5, 2018 and effective as of October 22, 2018, by and among United Natural Foods, Inc.
−Removed: Griffin (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 (File No.
−Removed: 10.21** 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: 10.22** Form of Amended and Restated Severance Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 29, 2019 (File No.
−Removed: 10.23** Form of Second Amended and Restated Change in Control Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 (File No.
−Removed: 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.
−Removed: 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.
+Added: Spinner (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 202 1 ).
+Added: 10.19** Form of Amended and Restated Severance Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 29, 2019 ).
+Added: 10.20** Form of Second Amended and Restated Change in Control Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 ).
+Added: 10.21** 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 ).
+Added: 10.22** Amended and Restated Indemnification Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018 ).
10.23 Indenture, dated October 22, 2020, among the Registrant, its subsidiary guarantors named therein and U.S.
−Removed: 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: Bank National Association, as trustee (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 26, 2020 ).
10.24** Change of Control Severance Agreement, dated as of November 30, 2015, by and among SUPERVALU INC.
−Removed: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 (File No.
+Added: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 ).
10.25** Transition Agreement, dated as of October 22, 2018, by and among the Registrant, SUPERVALU INC.
−Removed: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 (File No.
+Added: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 ).
10.26** First Amendment to Transition Agreement, dated as of March 27, 2019, by and among the Registrant, SUPERVALU INC.
−Removed: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 (File No.
+Added: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 ).
10.27** Second Amendment to Transition Agreement, dated as of May 12, 2020, by and among the Registrant, SUPERVALU INC.
−Removed: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 (File No.
+Added: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 ).
10.28** Third Amendment to Transition Agreement, dated as of March 9, 2021, by and among the Registrant, SUPERVALU INC.
−Removed: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 (File No.
−Removed: 10.32** Retention Agreement, dated as of 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 (File No.
−Removed: 10.33** Offer Letter, dated July 22, 2021, between the Registrant and J.
−Removed: Alexander Miller Douglas (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2021 (File No.
+Added: and Michael Stigers (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 ).
10.29** CEO Severance Agreement, dated effective August 9, 2021, between the Registrant and J.
−Removed: Alexander Miller Douglas
+Added: Alexander Miller Douglas (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2021).
10.30** CEO Change in Control Agreement, dated effective August 9, 2021, between the Registrant and J.
−Removed: Alexander Miller Douglas
+Added: Alexander Miller Douglas (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2021).
10.31** CEO Indemnification Agreement, dated effective August 9, 2021, between the Registrant and J.
−Removed: Alexander Miller Douglas
−Removed: 10.37** Annual Incentive Plan, as amended (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2020 (File No.
−Removed: 10.38** Amended and Restated 2020 Equity Incentive Plan, as amended on June 3, 2021 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021 (File No.
−Removed: 10.39* Form of RSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021 (File No.
−Removed: 10.40** Form of PSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021 (File No.
−Removed: 10.41** Form of Inducement RSU Award Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 (File No.
−Removed: 10.42** 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.
+Added: Alexander Miller Douglas (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2021).
+Added: 10.32** Form of RSU Award Agreement (CEO) pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 ).
+Added: 10.33** Form of PSU Award Agreement (CEO) pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 ).
+Added: 10.34** Form of Inducement RSU Award Agreement (CEO) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 ).
+Added: 10.35** Form of Inducement PSU Award Agreement (CEO) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 ).
+Added: 10.36** Waiver and Release Agreement, by and between the Registrant and Jill E.
+Added: Sutton (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 29, 2022 ).
+Added: 10.37** Amended and Restated 2020 Equity Incentive Plan, as amended on June 3, 2021 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 202 1 ).
+Added: 10.38* Form of RSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021 ).
+Added: 10.39** Form of PSU Award Agreement pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021 ).
+Added: 10.40** Form of Inducement RSU Award Agreement (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021 ).
+Added: 10.41** 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, 202 0 ).
+Added: 10.42** United Natural Foods, Inc.
+Added: Annual Incentive Plan, as amended (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2020).
+Added: 10.43* ** United Natural Foods, Inc.
+Added: Annual Incentive Plan, as further amended, effective as of September 22, 2022.
+Added: 10.44* ** Form of Amended and Restated Severance Agreement, effective as of October 23, 2022.
+Added: 10.45* ** Consulting Agreement, effective as of October 31, 2022, by and among the Registrant and Eric Dorne.
21* Subsidiaries of the Registrant.
20 unchanged sentences
Name Title Date
−Removed: ALEXANDER MILLER DOUGLAS Chief Executive Officer (Principal Executive Officer) September 28, 2021
+Added: ALEXANDER MILLER DOUGLAS Chief Executive Officer (Principal Executive Officer) and Director September 27, 2022
Alexander Miller Douglas
15 unchanged sentences
ROY Director September 27, 2022
+Added: /s/ MOHAMMAD SHAMIM Director September 27, 2022
+Added: Mohammad Shamim
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.