Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In September 2022, our Board of Directors authorized a new repurchase program for up to $200 million of our common stock over a term of four years (the “2022 Repurchase Program”). Upon approval of the 2022 Repurchase Program, our Board terminated the repurchase program authorized in October 2017 (the “2017 Repurchase Program”). 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. We may also implement 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.
The following table presents purchases of our common stock and related information for each of the months in the quarter ended October 29, 2022.
(in millions, except shares and per share amounts) Total Number of Shares Purchased (2)
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)
Period (1) :
July 31, 2022 to September 3, 2022 613 $ 42.50 — $ 176
September 4, 2022 to October 1, 2022 252,727 35.16 73,995 197
October 2, 2022 to October 29, 2022 1,137,722 35.76 264,966 188
Total 1,391,062 35.65 338,961 188
(1) The reported periods conform to our fiscal calendar.
(2) These amounts represent the deemed surrender by participants in our compensatory stock plans of 1,052,101 shares of our common stock to cover withholding taxes from the vesting of restricted stock units granted under such plans and the repurchase of 338,961 shares of our common stock under the 2022 Repurchase Program.
(3) The amounts shown in this column represent the amount remaining under the 2017 Repurchase Program as of September 3, 2022 prior to its termination, and the amount remaining under the 2022 Repurchase Program as of October 1, 2022 and October 29, 2022.
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Item 6. Exhibits
Exhibit No. Description
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. (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. (incorporated by reference to Registrant’s Current Report on Form 8-K, filed on October 10, 2018 ).
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 31, 2 0 1 5 ).
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 ).
10.1** United Natural Foods, Inc. Annual Incentive Plan, as further amended, effective as of September 22, 2022 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 30, 2022).
10.2** Form of Amended and Restated Severance Agreement, effective as of October 23, 2022 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 30, 2022).
10.3** Consulting Agreement, effective as of October 31, 2022, by and among the Registrant and Eric Dorne (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended July 30, 2022).
31.1* Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of CFO pursuant to 18 U.S.C. 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 October 29, 2022, 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, (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 first quarter of fiscal 2023, filed with the SEC on December 7, 2022, formatted in Inline XBRL (included as Exhibit 101).
______________________________________________
* Filed herewith.
** Denotes a management contract or compensatory plan or arrangement.
* * *
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SIGNATURES
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.
UNITED NATURAL FOODS, INC.
/s/ JOHN W. HOWARD
John W. Howard
Chief Financial Officer
(Principal Financial Officer and duly authorized officer)
Dated: December 7, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.