Item 5. Other Information
Item 5. Other Information
On June 3, 2024, the Company entered into an Amended and Restated Severance Agreement with its Chief Executive Officer (the “Amended and Restated CEO Severance Agreement”), J. Alexander Miller Douglas, which amends and restates the Severance Agreement dated August 9, 2021, between the Company and Mr. Douglas (the “Original Agreement”), which had an expiration date of August 9, 2024. The Amended and Restated CEO Severance Agreement is substantially consistent with the Original Agreement, except that the Amended and Restated CEO Severance Agreement (i) extends the term until June 3, 2027, (ii) modifies certain restrictive covenant provisions to conform to the form of severance agreement for the Company’s other executive officers, (iii) updates language in the form of release to clarify the release does not prohibit whistleblowing and (iv) makes other conforming changes.
The foregoing description is qualified in its entirety by reference to the Amended and Restated CEO Severance Agreement, a copy of which is filed herewith as Exhibit 10.7 and incorporated herein by reference.
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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 Fifth Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-Q for the quarter ended April 29, 2023).
10.1** Settlement Agreement and Release by and between the Registrant and Michael C. Stigers, dated March 1, 2024 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 27, 2024).
10.2** Form of Indemnification Agreement (for agreements entered into after February 29, 2024) (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended January 27, 2024).
10.3** Offer Letter, dated February 29, 2024, between the Company and Giorgio Matteo Tarditi (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 6, 2024).
10.4* Amendment No. 4 to Term Loan Agreement, dated May 1, 2024, by and among the Registrant, UNFI Wholesale, Inc., UNFI Distribution Company, LLC and SUPERVALU INC., Credit Suisse AG, Cayman Islands Branch and the other lender parties thereto.
10.5* Amendment No. 1 to Loan Agreement, dated May 1, 2024, 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.
10.6*+ Amended and Restated Agreement for Distribution of Products, dated May 21, 2024, between Whole Foods Market Services, Inc. and the Registrant.
10.7* ** Amended and Restated CEO Severance Agreement, dated June 3 , 2024, between the Registrant and J. Alexander Miller Douglas.
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 April 27, 2024, 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 (Loss) 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 third quarter of fiscal 2024, filed with the SEC on June 5, 2024, formatted in Inline XBRL (included as Exhibit 101).
______________________________________________
* Filed herewith.
** Denotes a management contract or compensatory plan or arrangement.
+ Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because the Company has determined that the information is not material and is the type that the Company treats as private or confidential.
* * *
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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/ GIORGIO MATTEO TARDITI
Giorgio Matteo Tarditi
President and Chief Financial Officer
(Principal Financial Officer and duly authorized officer)
Dated: June 5, 2024
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