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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): December 6, 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.
On December 6, 2007, the Compensation Committee of the Board of Directors of
United Natural Foods, Inc. (the "Company"), approved the annual equity grants
for fiscal 2008 for the Company's non-employee directors and executive officers.
For fiscal 2008, these grants are in the forms of restricted stock units under
the Company's 2004 Equity Incentive Plan and stock options under the Company's
2002 Stock Incentive Plan. Each restricted stock unit represents a right to
receive one share of the Company's common stock upon vesting. One-third of the
restricted stock units and stock options granted to each of the Company's
non-employee directors vested on the grant date and the remaining two-thirds of
such restricted stock units and stock options vest in two equal annual
installments beginning on the first anniversary of the grant date. The
restricted stock units and the stock options granted to each executive officer
vest in four equal annual installments beginning on the first anniversary of the
grant date. The exercise price for each such stock option is $28.32, which was
the closing price of the Company's common stock on the Nasdaq National Market on
the grant date. The form of Restricted Unit Agreement pursuant to which the
restricted stock unit grants were made is attached as exhibit 10.1 to this Form
8-K.
The Company's named executive officers received the following grants on
December 6, 2007:
Name and Principal Position Stock Options Restricted Stock Units
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Michael S. Funk 15,000 18,000
Chief Executive Officer and President
Mark E. Shamber 6,000 7,200
Vice President, Chief Financial Officer
and Treasurer
Richard Antonelli 7,000 8,400
Executive Vice President, Chief
Operating Officer and President of
United Distribution
Daniel V. Atwood 7,000 8,400
Executive Vice President, Chief
Marketing Officer, President of United
Natural Brands and Secretary
Michael Beaudry 6,000 7,200
President of Eastern Region
Item 7.01. Regulation FD Disclosure.
On December 10, 2007, the Company issued a press release announcing the results
of its 2007 Annual Meeting of Stockholders. A copy of this press release is
attached as exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Shell Company Transactions: Not Applicable
(d) Exhibits.
Exhibit No. Description
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10.35 Form of Restricted Unit Agreement
99.1 Press Release, dated December 10, 2007: United Natural
Foods Promoted Carl F. Koch and Announces Executive
Appointment of Robert A. Sigel; Announces 2007 Annual
Meeting Results.
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: December 12, 2007