Item 5. Other Information
Item 5. Other Information
The Board of Directors of the Company has appointed Hong Dinh to the role of Senior Vice President, Chief Accounting Officer, effective March 16, 2026. Ms. Dinh succeeds R. Eric Esper, who has served as Chief Accounting Officer since joining the Company in November 2020. Following Ms. Dinh’s appointment to Chief Accounting Officer, Mr. Esper will serve as Senior Vice President, Enterprise FP&A of the Company.
Ms. Dinh has served as Vice President, Corporate Controller of the Company since March 2025. Prior to joining the Company, Ms. Dinh served as Vice President, Controller and Treasurer of HD Supply, Inc., an industrial distributor and wholly owned subsidiary of The Home Depot, from April 2024 to March 2025. From July 2023 to April 2024, she served as Vice President, Chief Accounting Officer and Corporate Controller of Artera Services, LLC, a construction services provider. Prior to that, she served as Vice President, Corporate Controller of Altium Packaging LLC, a packaging solutions manufacturer. She is a Certified Public Accountant with a bachelor’s degree in business administration and a master’s degree in accounting from the University of North Carolina at Chapel Hill.
In connection with Ms. Dinh’s appointment as the Company’s Chief Accounting Officer, Ms. Dinh will receive an annual base salary of $370,000. In addition, she will continue to be eligible to participate in the Company’s Annual Incentive Plan with a cash incentive bonus targeted at 50% of her base salary, based on achievement of certain fiscal year goals and objectives. Ms. Dinh will be eligible to receive a regular annual equity award for the Company’s next fiscal year 2027.
There are no arrangements or understandings between Ms. Dinh and any other person pursuant to which Ms. Dinh was appointed to serve as Chief Accounting Officer. Ms. Dinh has no family relationship with any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 6. Exhibits
Exhibit No. Description
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 Quarterly Report on Form 10-Q for the quarter ended April 29, 2023).
10.1** Fifth Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan (filed as Annex A to the Registrant’s Proxy Statement on Form DEF14A filed on November 5, 2025).
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 31, 2026, 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 (Loss), (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 2026, 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/ GIORGIO MATTEO TARDITI
Giorgio Matteo Tarditi
President and Chief Financial Officer
(Principal Financial Officer and duly authorized officer)
Dated: March 10, 2026
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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.