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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 25, 2007
UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21531 05-0376157
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
260 Lake Road
Dayville, CT 06241
(Address of Principal Executive Offices) (Zip Code)
(860) 779-2800
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On June 28, 2007, United Natural Foods, Inc. (the "Company") announced the
appointment of Peter Roy, age 51, to the Company's Board of Directors. Mr. Roy
was appointed to the Company's Board of Directors on June 25, 2007 as a Class I
director, with a term expiring at the Company's annual shareholders meeting to
be held in 2009. Mr. Roy has been appointed to the Compensation and Finance
Committees of the Board of Directors, and qualifies as an independent director
under the listing standards of the Nasdaq Stock Market.
For his service on the Board of Directors and on the Compensation and Finance
Committees of the Board of Directors, Mr. Roy will receive $2,200 for attendance
at each meeting of the Board of Directors, $1,100 for attendance at each
telephonic meeting of the Board of Directors, and $1,100 for attendance at each
meeting of the Compensation and Finance Committees. Mr. Roy will receive an
annual retainer of $30,000 and will be reimbursed for expenses incurred in
connection with his attendance at meetings of the Board of Directors and the
committees on which he serves in accordance with the Company's non-employee
director compensation practices.
Mr. Roy also was awarded, on the date of his appointment, an option to purchase
up to 4,000 shares of the Company's common stock under the Company's 2002 Stock
Incentive Plan at an exercise price of $27.23, which was the closing price of
the Company's common stock on the Nasdaq Stock Market on the grant date, and
4,800 shares of restricted common stock under the Company's 2004 Equity
Incentive Plan. One third of Mr. Roy's stock option grant vested immediately,
and the remaining two thirds vest in equal annual installments over a two-year
period from the date of grant. One third of Mr. Roy's restricted stock grant
vested immediately, and the remaining two thirds vest in equal annual
installments over a two-year period from the date of grant.
A copy of the press release announcing Mr. Roy's appointment as a director of
the Company is attached as Exhibit 99.1 hereto and is hereby incorporated by
reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release, dated June 28, 2007: United
Natural Foods Strengthens Board of Directors
With Election of Industry Veteran Peter Roy.
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 hereunto duly authorized.
UNITED NATURAL FOODS, INC.
By: /s/ Mark E. Shamber
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Mark E. Shamber
Vice President and Chief Financial
Officer
Date: June 29, 2007