United Natural Foods Reports Employment Inducement Grant

Rhea-AI Summary

United Natural Foods, Inc. (NYSE: UNFI) announced the granting of a total of 43,215 shares in restricted stock units (RSUs) and performance-based stock units (PSUs) to CEO J. Alexander Miller Douglas. The RSUs will vest annually over three years, while the PSUs will vest after three years based on performance metrics. This grant follows Douglas's appointment and was approved under NYSE's employment inducement exemption. Notably, Douglas's retirement qualification period differs from other employees, set at six years instead of the usual ten.

Positive

• Grant of 43,215 shares includes 17,286 RSUs and 25,929 PSUs, incentivizing CEO performance.
• RSUs vest annually, promoting long-term commitment.

Negative

• Performance metrics for PSUs may create uncertainty in actual share realization.
• Differing retirement qualification period for CEO may raise concerns among employees.

PROVIDENCE, R.I.--(BUSINESS WIRE)-- United Natural Foods, Inc. (NYSE: UNFI) (the “Company” or “UNFI”) announced today that on October 12, 2021, it granted to J. Alexander Miller Douglas, its Chief Executive Officer, an inducement time-based restricted stock unit (“RSU”) award covering a total of 17,286 shares of common stock of UNFI and an inducement performance-based restricted stock unit (“PSU”) award covering a total of 25,929 shares of common stock of UNFI. The RSU will vest in three equal annual installments, beginning on the first anniversary of the date of grant. The PSU will vest on the third anniversary of the date of grant in an amount between 0% and 200% of the number of shares covered by the award, based on achievement against pre-established performance targets.

The RSU and PSU were awarded pursuant to Mr. Douglas’ previously announced appointment, with the number of shares determined based on the market price on the date of grant, as described in the Company’s Form 8-K filed on July 28, 2021. The RSU and PSU were approved by the Company’s Compensation Committee as an inducement grant in reliance on the employment inducement exemption under Rule 303A.08 of the New York Stock Exchange (NYSE) Listing Standards. This announcement is being made pursuant to the requirements of Rule 303A.08.

The terms of the RSU and PSU awarded to Mr. Douglas are substantially the same as those of other RSUs and PSUs granted to other UNFI employees, with the exception of the years of service required to qualify for retirement treatment, which is six years for Mr. Douglas rather than the ten years required under UNFI’s Amended and Restated 2020 Equity Incentive Plan (the “Plan”) and Retirement Policy. The RSU and PSU were not issued under the Plan but will be governed by the terms of such plan as if they were so issued.

About United Natural Foods

UNFI is North America's premier food wholesaler delivering the widest variety of products to customer locations throughout North America including natural product superstores, independent retailers, conventional supermarket chains, ecommerce retailers, and food service customers. By providing this deeper ‘full-store’ selection and compelling brands for every aisle, UNFI is uniquely positioned to deliver great food, more choices, and fresh thinking to customers everywhere. Today, UNFI is the largest publicly-traded grocery distributor in America. To learn more about how UNFI is Fueling the Future of Food, visit www.unfi.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211012006183/en/

INVESTOR CONTACT:

Steve Bloomquist

Vice President, Investor Relations

952-828-4144

Source: United Natural Foods, Inc.

FAQ

What stock units were granted to UNFI CEO J. Alexander Miller Douglas?

UNFI CEO J. Alexander Miller Douglas was granted 17,286 RSUs and 25,929 PSUs.

When will the restricted stock units (RSUs) vest for UNFI's CEO?

The RSUs will vest in three equal annual installments, starting one year from the grant date.

What is the vesting condition for performance-based stock units (PSUs) at UNFI?

The PSUs will vest on the third anniversary of the grant based on performance metrics, potentially between 0% and 200%.

What is the retirement qualification period for UNFI's CEO compared to other employees?

The CEO's retirement qualification period is six years, while other employees must complete ten years.

What was the purpose of the inducement grant for UNFI's CEO?

The inducement grant was provided to encourage long-term performance and retention of the CEO.