1 unchanged sentence
Evaluation of Disclosure Controls and Procedures .
−Removed: We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report (the “Evaluation Date”).
+Added: We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report (the “Evaluation Date”).
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.
1 unchanged sentence
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
−Removed: Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
+Added: Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
9 unchanged sentences
Changes in Internal Controls Over Financial Reporting
−Removed: 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 30, 2022 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: No change in our internal control over financial reporting (as such term is defined in Securities Exchange Act of 1934, as amended Rule 13a-15(f) or 15d-15(f)) occurred during the fiscal quarter ended July 29, 2023 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
+Added: On June 16, 2023 , Danielle Benedict , our Chief Human Resources Officer , terminated an existing 10b5-1 sales plan dated December 21, 2022 and following such termination entered into a new 10b5-1 sales plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
+Added: The plan provides for the potential sale, on the dates and at the prices set forth in the plan, of up to 17,500 shares of our common stock from October 2, 2023 through the plan’s end date of June 7, 2024.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: 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 10, 2023 (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.
+Added: 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 December 19, 2023 (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 all employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.
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and SUPERVALU Enterprises, Inc.
−Removed: (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on Octobe r 1 0 , 2 0 1 8 ).
+Added: (incorporated by reference to the 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).
−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 ).
+Added: 3.2 Fifth Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2023).
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 ).
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 ).
−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 ).
−Removed: 10.3** United Natural Foods, Inc.
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”).
10.2** 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).
−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 ) .
10.3** 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 ) (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 ).
−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 ).
−Removed: 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.
+Added: Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on November 6, 2015) (the “A&R 2012 Equity Plan”).
+Added: 10.4+ Agreement for the Distribution of Products, effective September 28, 2015, between Whole Foods Market Distribution, Inc.
+Added: and the Registrant (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2015).
+Added: 10.5 First Amendment to Agreement for Distribution of Products, dated March 3, 2021, between 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).
−Removed: 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 ).
10.6 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).
−Removed: 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 ).
+Added: 10.7 Term Loan Agreement, dated October 22, 2018, by and among United Natural Foods, Inc., SUPERVALU INC., Goldman Sachs Bank USA, as administrative agent for the lenders, and the lenders party thereto (incorporated by reference to Registrant’s Current Report on Form 8-K filed on October 25, 2018).
10.8 Amendment No.
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Spinner (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2021).
−Removed: 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 ).
10.14** 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).
−Removed: 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 ).
10.15** Amended and Restated Indemnification Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 8, 2018).
29 unchanged sentences
10.35** United Natural Foods, Inc.
−Removed: 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: Annual Incentive Plan, as further amended, effective as of March 3, 2023 (incorporated by reference to the Registrant ’ s Quarterly Report on Form 10-Q for the quarter ended January 28, 2023).
10.36* ** United Natural Foods, Inc.
Annual Incentive Plan, as further amended, effective as of September 21, 2023.
−Removed: 10.44* ** Form of Amended and Restated Severance Agreement, effective as of October 23, 2022.
−Removed: 10.45* ** Consulting Agreement, effective as of October 31, 2022, by and among the Registrant and Eric Dorne.
+Added: 10.37** 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).
+Added: 10.38** 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) .
+Added: 10.39** S econd Amended and Restated United Natural Foods, Inc.
+Added: 2020 Equity Incentive Plan, effective as of March 3, 20 23 (incorporated by reference to the Registrant ’ s Quarterly Report on Form 10-Q for the quarter ended January 28, 2023).
+Added: 10.40** Form of RSU Award Agreement pursuant to Registrant’s Second Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2023).
+Added: 10.41** F orm of PSU Award Agreement pursuant to the Registrant ’ s Second Amended and Restated 2020 Equity I ncentive Plan (incorporated by reference to the Registra nt ’ s Quarterly Report on Form 10-Q for the quarter ended January 28 , 2023).
+Added: 10.42** Addendum to Consulting Agreement, effective as of April 12, 2023, by and among the Registrant and Eric Dorne (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2023).
+Added: 10.43* ** Form of RSU Award Agreement (CEO) (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan.
+Added: 10.44* ** Form of PSU Award Agreement (CEO) (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan.
+Added: 10.45* ** Form of RSU Award Agreement (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan.
+Added: 10.46* ** Form of PSU Award Agreement (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan.
+Added: 10.47* ** Form of RSU Award Agreement (Director) (for grants made after September 21, 2023) pursuant to the Registrant’s Second Amended and Restated 2020 Equity Incentive Plan.
+Added: 10.48* ** Form of Indemnification Agreement.
21* Subsidiaries of the Registrant.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1* Erroneously Awarded Incentive-Based Compensation Clawback Policy, effective October 2, 2023.
101* The following materials from the United Natural Foods, Inc.’s Annual Report on Form 10-K for the fiscal year ended July 29, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
33 unchanged sentences
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.