Item 5. Other Information
Item 5. Other Information
On March 3, 2023, upon recommendation of the Compensation Committee of the Company’s Board of Directors, the Board of Directors approved the Second Amended and Restated 2020 Equity Incentive Plan (the “Plan”) to make certain amendments that the Board determined to be in the best interests of the Company and its stockholders.
The amendments to the Plan (i) further clarify the intent of the Company that severance will not be paid under the Separation from Service without Cause (as defined in the Plan) provisions of the plan upon a separation due to performance issues, (ii) require the execution of a release in connection with the vesting of any shares as a result of a Separation from Service without Cause (as defined in the Plan), (iii) move restrictive covenant provisions from the Plan to the applicable award agreement to increase flexibility and enforceability, and (iv) other conforming changes.
The foregoing is a summary of, and is subject to, the actual terms and conditions set forth in the Plan and is qualified in its entirety by reference to the Plan and related award agreements. A copy of the Second Amended and Restated 2020 Equity Incentive Plan 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 are filed herewith as Exhibits 10.2 and 10.3, respectively.
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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, 2015).
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* ** Second Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan, effective as of March 3, 2023.
10.2* ** Form of RSU Award Agreement pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan.
10.3* ** Form of PSU Award Agreement pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan.
10.4* ** United Natural Foods, Inc. Annual Incentive Plan, as further amended.
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 January 28, 2023, 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 second quarter of fiscal 2023, filed with the SEC on March 8, 2023, 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: March 8, 2023
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