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1.	To elect eight nominees as directors to serve until the 2016 annual meeting of stockholders.

2.	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending July 30, 2016.

3.	To approve, on an advisory basis, our executive compensation.

4.	To approve the amendment and restatement of the United Natural Foods, Inc. 2012 Equity Incentive Plan.

5.	To consider a stockholder proposal on a policy regarding limitations on accelerated vesting of equity awards of senior executive officers upon a change in control, if properly presented at the annual meeting.

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•	by completing, signing, dating and returning your proxy card by mail, if you request a paper copy of the proxy materials;

•	by written ballot at the annual meeting;

•	by making a toll-free telephone call within the United States or Canada using a touch-tone telephone to the toll-free number provided on your Notice of Proxy Availability; or

•	by voting on the Internet. To vote on the Internet, go to the website address indicated on your Notice of Proxy Availability to complete an electronic proxy card prior to the annual meeting. You will be asked to provide the control number from the Notice of Proxy Availability. You may also vote on the Internet while attending the meeting virtually through the Internet.

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•	Any stockholder as of the record date can attend the annual meeting in person or virtually through the Internet at www.virtualshareholdermeeting.com/unfi2015.

•	Meeting starts at 4:00 p.m. eastern standard time.

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•	If attending the annual meeting virtually through the internet, please have your 12-digit control number to enter the annual meeting.

•	If you hold your shares in street name and wish to vote at the annual meeting in person, you must obtain a legal proxy from your broker, bank or nominee and bring that proxy to the meeting.

•	Stockholders may vote and submit questions while attending the annual meeting in person or through the Internet.

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/unfi2015.

•	Webcast replay of the annual meeting will be available at www.virtualshareholdermeeting.com/unfi2015 until December 16, 2016.

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(1)

The address for each listed director and executive officer is c/o United Natural Foods, Inc., 313 Iron Horse Way, Providence, Rhode Island 02908. The address for the ESOT is c/o Lisa N'Chonon, Trustee, c/o United Natural Foods, Inc., 313 Iron Horse Way, Providence, Rhode Island 02908. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10022. The address for Baron Capital Group, Inc. and related persons is 767 Fifth Avenue, 49th Floor, New York, New York 10153. The address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(2)

The number of shares of common stock beneficially owned by each stockholder is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power and also any shares which a person has the right to acquire within 60 days after October 19, 2015 through the vesting and/or exercise of any equity award or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person named in the table has sole voting power and investment power (or shares such power with his or her spouse) with respect to all shares of common stock listed as owned by such person.

(3)

The shares of common stock shown in the table include the following numbers of shares that are issuable upon the exercise of stock options and that are exercisable within 60 days following October 19, 2015: Mr. Funk—12,625; Mr. Spinner—82,349; Mr. Heffernan—17,290; Mr. Roy—18,630; Mr. Schnieders—2,660; Mr. Griffin—15,433; Mr. McIntyre—3,348; Mr. Shamber—63,711; Mr. Traficanti—11,472; all directors and executive officers as a group—283,292.

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(4)	Includes 3,470 shares of common stock held by, or by a custodian for, his children.

(5)	The ESOT disclaims beneficial ownership of allocated shares of common stock in the ESOP to the extent that the beneficial ownership of such shares is attributable to participants in the ESOP.

(6)

Beneficial ownership information based on information contained in a Schedule 13G/A filed with the SEC on February 17, 2015 by Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management, Inc. and Ronald Baron. BAMCO, Inc. and Baron Capital Management, Inc. are subsidiaries of Baron Capital Group, Inc. Ronald Baron owns a controlling interest in Baron Capital Group, Inc. Baron Capital Group, Inc. and Ronald Baron have shared voting power with respect to 4,628,004 shares and shared dispositive power with respect to 4,945,645 shares. BAMCO, Inc. has shared voting power with respect to 4,334,244 shares and shared dispositive power with respect to 4,651,885 shares. Baron Capital Management, Inc. has shared voting power and dispositive power with respect to 293,760 shares.

(7)	Beneficial ownership information on information contained in Schedule 13G/A filed with the SEC on January 23, 2015 by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 3,875,172 shares and sole dispositive power with respect to 3,986,533 shares.

(8)

Beneficial ownership information based on information contained in a Schedule 13G/A filed with the SEC on February 10, 2015 by The Vanguard Group, Inc. The Vanguard Group, Inc. has sole voting power with respect to 66,130 shares, sole dispositive power with respect to 2,925,698 shares and shared dispositive power with respect to 62,130 shares. Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially owns 62,130 shares as a result of VFTC's serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially owns 4,000 shares as a result of VIA's serving as investment manager of Australia investment offerings.

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•

The Board has adopted clear corporate governance principles, which were most recently revised in September 2014, that outline the roles and responsibilities of the Board and its committees and establish policies regarding governance matters such as Board meetings and communications, performance evaluations of the Board and our Chief Executive Officer, stock ownership guidelines, and director orientation and continuing education;

•	A majority of the members of the Board are independent within the NASDAQ listing standards' definition, and the Board makes an affirmative determination regarding the independence of each director annually;

•	All members of the Board's standing committees—the Audit Committee, the Compensation Committee and the Nominating and Governance Committee—are independent within the NASDAQ listing standards' definition and applicable SEC rules and regulations;

•	The independent members of the Board meet regularly without the presence of management;

•	Our chairman of the Board is not our chief executive officer and we have designated an independent director to serve as our "Lead Independent Director" to coordinate the activities of the other independent members of the Board;

•	We have a clear code of business conduct and ethics that applies to our principal executive officers and all members of our finance department, including our principal financial officer and principal accounting officer;

•	The charters of the Board's committees clearly establish their respective roles and responsibilities;

•	The Compensation Committee has considered whether any of the Compensation Committee's consultants have any relationships with us or our directors or executive officers that would call into question the consultant's independence or constitute a conflict of interest; and

•	The Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls or auditing matters.

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•	Serving as a liaison between the Chair of the Board, independent directors, and the President and Chief Executive Officer;

•	Recommending to the Board the membership of the Board's committees, and recommending to the Chair of the Board the retention of advisers and consultants who report directly to the Board;

•	Advising the Chair of the Board as to an appropriate schedule of and agenda for the Board's meetings and ensuring the Board's input into the agenda for the Board's meetings; and

•	Serving as the Chair for executive sessions of the Board's independent directors and acting as Chair of the Board's regular and special meetings when the Chair is unable to preside.

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•	Our overall compensation levels are competitive with the market.

•	Our compensation mix for fiscal 2015 was balanced among (i) fixed components like salary and benefits, (ii) annual incentives that reward total Company financial performance and individual performance, and (iii) a portfolio approach for stock awards with a balance among stock options, performance share units and time-based vesting restricted stock units.

•	Time-based vesting equity awards for the Named Executive Officers were granted with a grant date fair value equal to the sum of approximately one-half of the total grant date fair value of the core long-term equity based compensation awarded in fiscal 2015.

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Equity awards in the form of stock options were limited to approximately 40% of the time-based vesting award value, which reduces the incentive to take unnecessary or excessive risks to increase our stock price. The remaining approximately 60% of the time-based vesting award value was delivered in the form of time-based vesting restricted stock units, which aligns the interests of our executive officers to long-term stockholder interests.

•	A significant portion of our executive compensation is tied to how our stock performs over multiple years. Time-based vesting equity awards to employees generally have graded vesting with 25% of the grant vesting on each anniversary of the grant date. This minimizes the benefit of a temporary increase in stock price.

•	Our incentive programs are based on a sliding scale with amounts interpolated between threshold, target and stretch. These awards can vest at a value of up to 200% of the grant date value if the stretch performance targets are achieved.

•	The Compensation Committee has discretion to reduce performance-based awards when it determines that such adjustments would be appropriate based on our interests and the interests of our stockholders.

•	Payouts for awards under our Annual Cash Incentive Plan and the vesting of performance shares and units are based on results included in the audited consolidated financial statements.

•	Executive officers are subject to our executive stock ownership guidelines as described in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Other Programs, Policies and Considerations and all non-employee directors are subject to stock ownership requirements as described in DIRECTOR COMPENSATION—Stock Ownership Requirement.

•	Members of the Compensation Committee approve the final incentive compensation pool based on the minimum performance hurdle as described in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of our Executive Compensation Program—Minimum Performance Hurdle after reviewing corporate performance.

•	Equity awards and cash-based incentive plan awards are subject to our Recoupment Policy as described in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Other Programs, Policies and Considerations.

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Personal characteristics. The Nominating and Governance Committee considers the personal characteristics of each nominee, including the nominee's integrity, accountability, ability to make informed judgments, financial literacy, professionalism and willingness to meaningfully contribute to the Board (including by possessing the ability to communicate persuasively and address difficult issues). In addition, the Nominating and Governance Committee evaluates whether the nominee's previous experience reflects a willingness to establish and meet high standards of performance, both for him or herself and for others.

•

Core Competencies. The Nominating and Governance Committee considers whether the nominee's knowledge and experience would contribute to the Board's achievement of certain core competencies. The Nominating and Governance Committee believes that the Board, as a whole, should possess competencies in accounting and finance, business judgment, management best practices, crisis response, industry knowledge, leadership, strategy and vision.

•	Board Independence. The Nominating and Governance Committee considers whether the nominee would qualify as "independent" under SEC rules and NASDAQ listing standards.

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Director Commitment. The Nominating and Governance Committee expects that each of our directors will prepare for and actively participate in meetings of the Board and its committees, provide advice and counsel to our management, develop a broad knowledge of our business and industry and, with respect to an incumbent director, maintain the expertise that led the Nominating and Governance Committee to initially select the director as a nominee. The Nominating and Governance Committee evaluates each nominee on his or her ability to provide this level of commitment if elected to the Board.

•

Additional Considerations. Each nominee also is evaluated based on the overall needs of the Board and the diversity of experience he or she can bring to the Board, whether in terms of specialized knowledge, skills or expertise. Although we do not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating and Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee our businesses.

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in the case of an annual meeting, no earlier than 120 days and no later than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after such anniversary date, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no later than the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of such meeting is first made, whichever occurs first; and

•	in the case of a nomination of a person or persons for election to the Board of Directors at a special meeting of the stockholders called for the purpose of electing directors, no earlier than 120 days before such special meeting and no later than 90 days before such special meeting or, if later, the tenth day after the day on which public disclosure of the date of such meeting is first made.

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•	Annual cash retainer of:

•	$52,000 for serving as the Lead Independent Director;

•	$30,000 for serving as a director;

•	$15,000 for serving as the chair of the Audit Committee;

•	$8,000 for serving as chair of the Compensation Committee; and

•	$8,000 for serving as chair of the Nominating and Governance Committee.

•	Meeting attendance fees of:

•	$2,200 for each in-person meeting of the Board;

•	$1,100 for each telephonic meeting of the Board;

•	$1,700 for each meeting of the Audit Committee; and

•	$1,100 for each meeting of the Compensation Committee and the Nominating and Governance Committee.

•	Annual equity grants of restricted stock units having a value, based on the stock price on the date of grant, of (without duplication):

•	$162,000 for serving as a director;

•	$190,000 for serving as chair of the Audit Committee; and

•	$236,000 for serving as Lead Independent Director

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(1)	This column shows the amount of cash compensation earned in fiscal 2015 for service on the Board and its committees.

(2)

The amounts contained in this column represent the grant date fair value for the restricted stock units (including those which are not yet vested) granted in fiscal 2015 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation ("ASC 718"). The grant date fair value for restricted stock units is calculated using the intrinsic value method based on the closing price of our common stock on the NASDAQ Global Select Market on the date of grant. At August 1, 2015, the directors had restricted stock units representing the right to acquire the following number of shares of common stock: Mr. Artz—none; Ms. Bates—none; Ms. Clark—2,473; Mr. Funk—2,000 shares; Ms. Graham—none; Mr. Heffernan—1,167 shares; Mr. Roy—2,473 shares; and Mr. Schnieders—2,473 shares.

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(3)	At August 1, 2015, the directors had options (including those which are not yet vested) to purchase the following number of shares of common stock: Mr. Artz—none; Ms. Bates—none; Ms. Clark—none; Mr. Funk—12,625 shares; Ms. Graham—none; Mr. Heffernan—17,290 shares; Mr. Roy—18,630 shares; and Mr. Schnieders—2,660 shares.

(4)

As of August 1, 2015, three of our non-employee directors, Mmes. Clark and Graham and Mr. Heffernan have elected to defer restricted stock units under the Deferred Compensation Plan. Deferred shares are valued at the current market price of our common stock, and therefore have no above market or preferential earnings. As of August 1, 2015, Ms. Clark is the only director to defer a portion of their director fees paid in cash under the Deferred Compensation Plan.

(5)	The amount in this column represents the amount of cash compensation that Mr. Funk earned in fiscal 2015 in his capacity as our executive advisor. Mr. Funk does not receive fees for attending meetings of the Board or its committees.

(6)	Eric F. Artz was appointed to the Board effective October 1, 2015. He did not receive any compensation in fiscal 2015.

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•	President and Chief Executive Officer (Steven L. Spinner);

•	Senior Vice President, Chief Financial Officer and Treasurer (Mark E. Shamber);

•	Chief Operating Officer (Sean F. Griffin);

•	Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary (Joseph J. Traficanti); and

•	Senior Vice President, National Supply Chain and Strategy (Donald P. McIntyre).

•

For fiscal 2015, approximately 60% of total target compensation for our President and Chief Executive Officer and approximately 30-40% of total target compensation for the other Named Executive Officers was performance-based and could be earned only upon the achievement of challenging corporate and divisional or individual goals selected to motivate executives to achieve our corporate objectives and enhance stockholder value. None of our Named Executive Officers earned any performance-based compensation for fiscal 2015.

•	The compensation of our executives differs based on individual experience, role and responsibility and performance.

•	We are not a party to any currently effective employment agreements with any of our Named Executive Officers.

•	Portions of Named Executive Officers' incentive compensation are earned over different and overlapping time periods, ensuring that performance is not maximized during one period at the expense of other periods.

•	A significant portion of each Named Executive Officer's compensation is at risk of forfeiture in the event of conduct detrimental to us, termination of employment prior to vesting or a material negative restatement of our financial condition or operating results.

•	We have a recoupment (clawback) policy applicable to our executive officers, including the Named Executive Officers, which provides that if we restate all or a portion of our financial statements within two years of filing the financial statements, all or a portion of any bonus or incentive compensation paid or granted after May 28, 2009 may be recouped by us in the sole discretion of the Board.

•	We have stock ownership guidelines for Named Executive Officers and our other executive officers.

•	We have a formal policy under which we may not enter into new or amended agreements which provide for "gross ups" for excise tax obligations payable by our executives upon termination of employment following a change in control.

•	Any benefits to be paid upon a change in control under the change in control agreements with our Named Executive Officers are "double trigger," which requires both a Change in Control and a termination of a Named Executive Officer by us for a reason other than Cause, death or disability or a resignation by the executive for Good Reason within one year of the date of the Change in Control.

•	Our Named Executive Officers participate in the same retirement, health, welfare and other benefits programs as all of our other executive officers.

•	We conduct periodic reviews and assessments of potential compensation-related risks in our programs. Based on these assessments, we have concluded that our executive compensation program as it is currently designed does not encourage behaviors that would create risks reasonably likely to have a material adverse effect on us.

•	We have not repriced equity awards.

•	The Compensation Committee is comprised solely of independent directors.

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•	The Compensation Committee was advised by Semler Brossy Consulting Group LLC ("Semler Brossy"), an independent compensation consultant, in fiscal 2015. The consultant was retained directly by the Compensation Committee and performed no other consulting or other services for us.

•	Attract individuals with the skills and culture necessary for us to achieve our business plan;

•	Motivate our executive talent;

•	Reward our executives fairly over time for performance that enhances stockholder value;

•	Retain those individuals who continue to ensure our success and culture; and

•	Instill a pay for performance work environment.

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•	Base salary;

•	Performance-based annual cash incentives;

•	Long-term equity-based incentive awards in the form of stock options, time-based vesting restricted stock units, and performance-based vesting restricted stock units, which we sometimes refer to as performance units, and in the case of

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•	Other compensation and benefits including minimal perquisites and participation in the Deferral Plans (as described in EXECUTIVE COMPENSATION TABLES—Nonqualified Deferred Compensation—Fiscal 2015 below) as well as participation in benefit plans generally available to all of our employees, such as participation in the 401(k) Plan and ESOP.

(1)	For each Named Executive Officer, fiscal 2014 Base Salaries were effective as of August 4, 2013 and fiscal 2015 Base Salaries were effective as of August 3, 2014.

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(1)	Details regarding the performance measures and the associated levels of performance payout percentage for each of our Named Executive Officers are included below.

(2)	Return on invested capital for purposes of the performance-based annual cash incentive compensation represents net operating profit after income taxes, divided by the sum of total debt and stockholders' equity.

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(1)

In setting the performance metric applicable to Mr. Spinner based on succession planning, we based the performance metric on results that were improvements over existing strategies and included specific identification of potential internal candidates to replace our Chief Executive Officer as well as certain other executive officers, the initiation of programs designed to further the development of these individuals and the hiring of an internal resource to further these individuals and others at all levels within the Company. We believe that one of the best indicators of how difficult a particular performance metric was to achieve is reflected in what level of payout the executive actually received with respect to the metric. Because the minimum performance hurdles necessary to fund the annual cash incentive plan were not reached, no payouts under the annual cash incentive plan were made to Mr. Spinner. Accordingly, his performance against the targets related to succession planning was not evaluated for purposes of calculating any payouts to him under the plan.

(1)

In setting the performance metrics applicable to Mr. Griffin based on the performance of our service level to customers and days on hand, we considered historical levels of performance and based the performance metric on results that were improvements over the prior year's results. We believe that one of the best indicators of how difficult a particular performance metric was to achieve is reflected in what level of payout the executive actually received with respect to the metric. Because the minimum performance hurdles necessary to fund the annual cash incentive plan were not reached, no payouts under the annual cash incentive plan were made to Mr. Griffin. Accordingly, his performance against the targets related to service level plus days on hand was not evaluated for purposes of calculating any payouts to him under the plan.

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(1)

In setting the performance metric applicable to Mr. Traficanti based on legal expenses, we based the performance metric on results that would provide a measurable cost savings compared to the prior year's results. For the performance metric, a target of approximately $2.9 million was set for "target" and a target of approximately $2.7 million was set for "stretch." Because the minimum performance hurdles necessary to fund the annual cash incentive plan were not reached, no payouts under the annual cash incentive plan were made to Mr. Traficanti. Accordingly, his performance against the targets related to managing legal expenses was not evaluated for purposes of calculating any payouts to him under the plan.

(1)

In setting the performance metrics applicable to Mr. McIntyre based on the performance of our service level to customers and days on hand, we considered historical levels of performance and based the performance metric on results that were improvements over the prior year's results. We believe that one of the best indicators of how difficult a particular performance metric was to achieve is reflected in what level of payout the executive actually received with respect to the metric. Because the minimum performance hurdles necessary to fund the annual cash incentive plan were not reached, no payouts under the annual cash incentive plan were made to Mr. McIntyre. Accordingly, his performance against the targets related to service level plus days on hand was not evaluated for purposes of calculating any payouts to him under the plan.

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(1)

The payout percentages included in the table apply with respect to the portion of the performance units' performance metric tied to Relative TSR, which accounts for 50% of the total performance metrics applicable to the award. For example, if our total shareholder return for the relevant measurement period was 1,253 basis points or less below the S&P 400 Mid Cap Index, 50% of the portion of the award tied to Relative TSR would vest (or 25% of the total award), with the vesting of the remaining portion of the total award being dependent on our performance against the ROIC performance metrics.

(1)

The payout percentages apply with respect to each of the equally-weighted performance criteria. For example, if our ROIC for the relevant measurement period was 9.49% and our total shareholder return for the relevant measurement period was 1,000 basis points or less below the S&P 400 Mid Cap Index, 100% of the portion of the award tied to ROIC would vest (or 50% of the total award) and 50% of the portion of the award tied to Relative TSR would vest (or 25% of the total award), resulting in an aggregate of 75% of the total award vesting.

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•	annual base salary of $450,000, which will be prorated for any portion of a fiscal year during which Mr. Zechmeister is employed as the Company’s Chief Financial Officer and Senior Vice President;

•	an annual cash bonus with a value of 75% of his base salary at target levels of performance, which may be reduced or increased to between 0% and 150% of his base salary, based on the Company’s and Mr. Zechmeister’s performance, which will be pro-rated for the period of time during which Mr. Zechmeister is employed by the Company during fiscal year 2016;

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an initial equity grant with a value of $2,020,000 in order to compensate Mr. Zechmeister for outstanding equity grants and other compensation forfeited from his previous employer payable 25% in options to purchase shares of the Company’s common stock and 75% in time-based vesting restricted stock units, which awards will vest in four equal annual installments beginning on the first anniversary of the grant date of the award; provided however, that the unvested portion of the awards will vest immediately upon involuntary termination of Mr. Zechmeister's employment with the Company without cause;

•	up to $100,000 for reimbursement for relocation and temporary living expenses; and

•	participation in the Company’s welfare and benefit plans in accordance with the terms of such plans and change in control and severance agreements substantially similar to those we have entered into with our other Named Executive Officers.

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any "person", including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates) is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing the greater of 30% or more of the combined voting power of the Company's then outstanding securities;

•

approval by the stockholders of the Company of a definitive agreement (1) for the merger or other business combination of the Company with or into another corporation if (A) a majority of the directors of the surviving corporation were not directors of the Company immediately prior to the effective date of such merger or (B) the stockholders of the Company immediately prior to the effective date of such merger own less than 60% of the combined voting power in the then outstanding securities in such surviving corporation or (2) for the sale or other disposition of all or substantially all of the assets of the Company; or

•	the purchase of 30% or more of the Company's stock pursuant to any tender or exchange offer made by any "person", including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates.

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(1)

Amounts shown represent the grant date fair value of awards of restricted stock units, and, with respect to Mr. Spinner in fiscal 2013 through fiscal 2014, performance shares and performance units at the target level and in fiscal 2015, performance units at the target level, and, with respect to Messrs. Shamber, Griffin, Traficanti and McIntyre, fiscal 2013 through fiscal 2015, performance units at the target level, as computed under ASC 718 granted during the fiscal year indicated. For performance shares and performance units, grant date fair value is calculated based on the probable outcome of the performance result (i.e., target level of performance) for each of the performance periods, excluding the effect of estimated forfeitures. These amounts do not necessarily reflect the actual amounts that were paid to, or may be realized by, the Named Executive Officer for any of the fiscal years reflected. Refer to footnote 3 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended August 1, 2015 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. The grant date fair value of awards of performance shares and performance units to Mr. Spinner in fiscal 2015, fiscal 2014 and fiscal 2013, assuming stretch, or maximum, performance, were $3,943,630, $3,877,298 and $4,123,918, respectively. The grant date fair value of awards of performance units to Messrs. Shamber, Griffin, Traficanti, and McIntyre in fiscal 2015, assuming stretch performance, were $424,329, $407,951, $363,171, and $330,537, respectively. The grant date fair value of awards of performance units to Messrs. Shamber, Griffin, and Traficanti in fiscal 2014, assuming stretch, or maximum level, performance, were $361,777 and $435,945, and $331,480, respectively. The grant date fair value of awards of performance units to Messrs.

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(2)

Amounts shown represent the grant date fair value of awards of stock options, as computed under ASC 718, granted to the Named Executive Officers during the fiscal year indicated. These amounts do not reflect the actual amounts that were paid to, or may be realized by, the Named Executive Officer for any of the fiscal years reflected. Refer to footnote 3 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended August 1, 2015 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards.

(3)

Amounts reported in this column represent earnings on deferred compensation that exceed 120% of the federal applicable long-term rate, which was 2.74%. These amounts as well as all other earnings on deferred compensation of the Named Executive Officers in fiscal 2015 are included in the table included under Nonqualified Deferred Compensation—Fiscal 2015 under the column "Aggregate Earnings in Last Fiscal Year."

(4)

Represents an automobile allowance ($6,314), an allowance for living expenses while in the area of our Corporate Headquarters in Providence, Rhode Island ($48,931), an amount received to "gross up" the two preceding benefits to offset the related tax obligations ($20,534), an allocation of shares under the ESOP ($800), our contributions to a 401(k) account ($8,723) and the provision of air and rail travel from Mr. Spinner's homes in New York and Pennsylvania to our Corporate Headquarters ($2,947).

(5)	On September 15, 2015, we announced an executive team transition plan whereby Mr. Michael Zechmeister succeeded Mr. Shamber as Senior Vice President, Chief Financial Officer, and Treasurer effective October 16, 2015. Mr. Shamber will continue to assist the Company with business strategy and development through December 31, 2015. Mr. Zechmeister's base salary for 2016 is $450,000.

(6)	Represents an allocation of shares under the ESOP ($800) and our contributions to a 401(k) account ($8,749).

(7)	Represents an allocation of shares under the ESOP ($800), our contributions to a 401(k) account ($6,774) and the payment of premiums for life insurance ($2,890).

(8)	Represents a scheduled distribution from the nonqualified deferred compensation plan ($34,988), an allocation of shares under the ESOP ($800), our contributions to a 401(k) account ($7,305), and the provision of air travel from Mr. Traficanti's home in Virginia to our Corporate Headquarters in Providence, Rhode Island ($2,584).

(9)	Represents an allocation of shares under the ESOP ($800) and our contributions to a 401(k) account ($4,295).

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(1)

This column shows separately the possible payouts to the Named Executive Officers under our 2015 Senior Management Cash Incentive Plan for the fiscal year ended August 1, 2015 for "threshold", "target" and "stretch" performance. No amounts were paid under this plan for fiscal 2015 as the threshold level of performance required for payouts under Summary Compensation Table—Fiscal Years 2013-2015 under the plan was not achieved.

(2)

For each of the Named Executive Officers, including Mr. Spinner, with an award granted on September 19, 2014, this column shows the total dollar value of a performance-based restricted stock unit award made on the grant date in fiscal 2015 (other than with respect to Mr. Spinner's performance units with a one-year performance period which are described in footnote 3), which at target levels of performance is equal to 30% of the sum of 125% of the Named Executive Officer’s base salary for fiscal 2014 and 50% of the amount of the performance-based annual cash incentive award earned by the Named Executive Officer based on fiscal 2014 performance and paid in fiscal 2015. At the conclusion of the two-year performance period, the performance units may vest based on our ROIC and Relative TSR. The performance units earned by the Named Executive Officer will be settled in a number of shares resulting from dividing the dollar value of the award earned by the closing price of our common stock on the last trading day prior to the last day of the performance period. The performance units and their related performance-based vesting are described in more detail in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of Our Executive Compensation Program-Long-term, Equity-Based Incentive Program—Performance-Based Vesting Restricted Stock Units.

(3)

This column shows the dollar value of performance units at target and maximum levels of performance granted to Mr. Spinner in fiscal 2015. Vesting of these performance units was linked to our attaining certain levels of operating income and return on invested capital for fiscal 2015, with the number of shares to be issued to Mr. Spinner equal to the result of dividing the dollar value of the award earned by the closing price of our common stock on the last trading day prior to the last day of the performance period. At the conclusion of the performance period, and based on our actual results measured against the performance measures, all of the performance shares were forfeited.

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(4)	This column shows the number of time-based vesting restricted stock units granted in fiscal 2015 to the Named Executive Officers.  All of the time-based vesting restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant.

(5)	This column shows the number of stock options granted in fiscal 2015 to the Named Executive Officers. These stock options vest and become exercisable on a one-for-one basis for our common stock in four equal annual installments beginning on the first anniversary of the date of grant and expire ten years from the date of grant.

(6)	This column shows the exercise price of stock option awards, which was the closing price of our common stock on the date of grant.

(7)

For grants during fiscal 2015, the amount shown with respect to each award represents the grant date fair value of the award calculated using the assumptions described in footnotes (1) and (2) of the table included under Summary Compensation Table—Fiscal Years 2013-2015. The grant date fair value of performance units was calculated based on the probable outcome of the performance result (i.e., target level of performance) for each of the performance periods, excluding the effect of estimated forfeitures.

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(1)	All awards included in the table above vested or will vest in four equal annual installments beginning on the first anniversary of the date of grant.

(2)	Market value reflects the number of unvested restricted stock units multiplied by $45.53 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 31, 2015, the last business day of fiscal 2015.

(3)

Represents the number of shares that may be issued pursuant to performance units at the threshold level of performance utilizing the closing price of our common stock on the NASDAQ Global Select Market on July 31, 2015, the last business day of fiscal 2015. The performance units have performance criteria tied to our performance in fiscal 2015 and fiscal 2016, denominated in dollars at grant, and the number of performance units shown is based on the amounts of the Named Executive Officer's fiscal 2014 base salary and performance-based annual cash incentive award earned in fiscal 2014, which is described in more detail in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of Our Executive Compensation Program—Long-term Equity-Based Incentive Program—Performance-Based Vesting Restricted Stock Units.

(4)	Market value reflects the number of shares that may be issued pursuant to performance units at the threshold level of performance, multiplied by $45.53 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 31, 2015, the last business day of fiscal 2015.

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(1)

In connection with the vesting of restricted stock and restricted stock units, our Named Executive Officers surrendered shares of stock to cover withholding taxes, which reduced the actual value received upon vesting. The number of shares surrendered during fiscal 2015 but included in this table was: Mr. Spinner—7,975; Mr. Shamber—1,453; Mr. Griffin—2,253; Mr. Traficanti—1,388; and Mr. McIntyre—709.

(2)	Represents the product of the number of shares or shares underlying units vested and the closing price of our common stock on the NASDAQ Global Select Market on the vesting date.

(3)

Mr. Shamber has elected to defer 50% of the shares issued upon vesting of his September 10, 2010, September 12, 2011 and September 19, 2014 restricted stock unit awards. One-quarter of such restricted stock units vested during fiscal 2015, and the value herein excludes the resulting deferral of 3,148 shares ($201,174). For each portion of these stock awards that vests but is deferred, the proportionate number of shares are allocated to Mr. Shamber's balance in the Deferred Stock Plan. See the table under Nonqualified Deferred Compensation—Fiscal 2015.

(4)

Mr. Griffin has elected to defer 25% of the shares issued upon vesting of his September 19, 2014 restricted stock unit award. One-quarter of such restricted stock units vested during fiscal 2015, and the value herein excludes the resulting deferral of 336 shares ($21,228). For each portion of these stock awards that vests but is deferred, the proportionate number of shares are allocated to Mr. Griffin's balance in the Deferred Stock Plan. See the table under Nonqualified Deferred Compensation—Fiscal 2015.

(5)

Mr. Traficanti has elected to defer 100% of the shares issued upon vesting of his September 10, 2010 restricted stock unit award. One-quarter of such restricted stock units vested during fiscal 2015, and the value herein excludes the resulting deferral of 2,415 shares ($155,864). For each portion of these stock awards that vests but is deferred, the proportionate number of shares are allocated to Mr. Traficanti's balance in the Deferred Stock Plan. See the table under Nonqualified Deferred Compensation—Fiscal 2015.

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(1)	Amounts reported as "Deferred Compensation" in this column are reported as compensation in the "Salary" and "Non-Equity Incentive Compensation" columns for fiscal 2015 of the table under Summary Compensation Table—Fiscal Years 2013-2015.

(2)

Participants' non-equity deferrals under the Deferred Compensation Plan earned investment returns based on the performance of certain measurement funds as allocated by the participants. Any amounts reflected in the "Aggregate Earnings in Last Fiscal Year" column for non-equity awards that had preferential earnings (in excess of 120% of the July 2015 "compounded annually" federal long-term rate) have been reported as compensation in the "Nonqualified Deferred Compensation Earnings" column in the table under Summary Compensable Table—Fiscal Years 2013-2015.

(3)

The value of equity-based awards deferred under the Deferral Plans is based upon the performance of our common stock. For restricted stock and restricted stock units, earnings are calculated as follows: (i) number of vested shares deferred in fiscal 2015 valued at the change in the closing stock price from the date of vesting to the end of fiscal 2015 plus, (ii) the number of vested shares that were deferred prior to fiscal 2015, valued by the change in the closing stock price on the first day of fiscal 2015 to the last day of fiscal 2015. None of the amounts reflected in the "Aggregate Earnings in Last Fiscal Year" column for equity awards have been reported as compensation in table under Summary Compensable Table—Fiscal Years 2013-2015 as a result of the fact that above-market or preferential earnings are not possible in connection with these items.

(4)	This column includes the following amounts that previously have been reported as non-equity compensation in fiscal 2014 and fiscal 2013 in the table under Summary Compensation Table—Fiscal Years 2013-2015 and summary compensation tables for prior fiscal years, combined: Mr. Spinner—$538,551; Mr. Shamber—$152,035; Mr. Griffin—$168,976; and Mr. Traficanti—$254,535.

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(1)

Amounts presented in this column assume that the Named Executive Officer is terminated without Cause or resigns for Good Reason following a Change in Control. If the Named Executive Officer's employment were terminated for any reason other than termination without Cause or resignation for Good Reason within one year following a Change in Control, the Named Executive Officer would be entitled only to the amounts set forth in the Acceleration of Stock Options and Acceleration of Stock Awards rows.

(2)	Amount represents continuation of the Named Executive Officer's base salary for one year following the assumed date of termination, but does not include any earned but unpaid cash incentive payment as of the assumed termination date.

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(3)	Amount represents the sum of (i) three times Mr. Spinner's base salary and (ii) the average of Mr. Spinner's cash incentive payments paid in the three fiscal years prior to the year in which his employment was assumed terminated, but does not include any earned but unpaid cash incentive payment as of the assumed termination date.

(4)

Amount represents the value of continuing medical benefits for the Named Executive Officer and his dependents for a period of twelve months following a termination by us without Cause or a resignation by the Named Executive Officer for Good Reason, or in the case of termination by us without Cause or his resignation for Good Reason in either event within one year following a Change in Control, continuation of those benefits for three years following the termination date.

(5)

Amount represents the intrinsic value of each unvested stock option, share of restricted stock, restricted stock unit or unearned performance unit outstanding on August 1, 2015, and which vests on an accelerated basis following the relevant termination event, with unearned performance units vesting based on the "target" level of performance. These amounts are calculated by multiplying (i) the aggregate number of equity awards which vest on an accelerated basis by (ii) the amount by which $45.53 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 31, 2015, the last business day of fiscal 2015, exceeds the exercise price payable per award, if any.

(6)

Amount represents the intrinsic value of each restricted stock unit (with performance units vesting at target levels of performance) outstanding on August 1, 2015, which vests on an accelerated basis following the death or disability (as defined in the 2004 Equity Plan or 2012 Equity Plan, as applicable) of the Named Executive Officer. These amounts are calculated by multiplying (i) the aggregate number of equity awards which vest on an accelerated basis by (ii) the amount by which $45.53 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 31, 2015, the last business day of fiscal 2015, exceeds the exercise price payable per award, if any.

(7)	Amount represents the sum of (i) 2.99 times the Named Executive Officer's base salary at the assumed termination date; and (ii) the average of the Named Executive Officer's cash incentive payments paid in the three fiscal years prior to the year in which his employment was assumed terminated, but does not include any bonus earned but not paid as of the assumed termination date.

(8)	Amount represents the sum of (i) 1.5 times the Named Executive Officer's base salary at the assumed termination date; and (ii) the average of the officer's cash incentive payments paid in up to the three years prior to the year in which his employment was assumed terminated, but does not include any bonus earned but not paid as of the assumed termination date.

(9)	Amount represents the value of the Named Executive Officer's ESOP account balance as of August 1, 2015, which would become 100% vested as of the termination date.

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•	increase the number of shares available for issuance under the Original Plan by 2,000,000 shares, with a cap of 1,750,000 shares on the number of full value awards that may be issued under the Equity Incentive Plan;

•	impose a maximum value of equity awards, $400,000, that may be granted to any non-employee director during any 12-month period;

•	eliminate the ability to reissue or “recycle” shares that were used to satisfy withholding tax obligations of participants in the Equity Incentive Plan following the vesting of awards that were issued as restricted shares, restricted share units or performance shares or units;

•	increase the maximum number of shares in respect of which all Performance Awards may be granted to a Covered Officer in any fiscal year from 75,000 to 125,000;

•	increase the maximum amount of all Performance Awards that are settled in cash and that may be granted to a Covered Officer in any fiscal year from $2,000,000 to $2,500,000;

•	increase the maximum number of all Shares in respect of which Options or SARs (taken together) may be granted to a Covered Officer in any fiscal year from 100,000 to 150,000;

•	authorize the Committee to grant awards on different terms and conditions from those specified in the Equity Incentive Plan to participants who are foreign nationals or who are employed outside of the United States of America;

•	authorize the Company to require participants to return awards pursuant to any Company compensation recovery (clawback) policy; and

•	miscellaneous clarifications to Equity Incentive Plan language, including updates to certain provisions to facilitate compliance with various rules and regulations.

•	252,037 shares were available for grant from the Original Plan including shares that are required to be issued in the event that outstanding performance awards denominated in dollars are earned and settled in shares as described below;

•

awards were outstanding representing 762,461 shares that are “full-value” awards (i.e., restricted shares, restricted stock units or other full-value awards as contemplated by the Equity Incentive Plan), excluding (i) $2,458,900 of performance-based vesting restricted stock units (at target-level performance) denominated in dollars granted in September 2014 with performance metrics tied to our ROIC in fiscal 2016 and our stock price performance for the two-year period ended July 30, 2016 as compared to the performance of the S&P Mid Cap 400 Index that may be settled in shares of our common stock at a per share price equal to the closing price of our common stock on July 29, 2016, (ii) 72,090 performance units (at target-level of performance) granted in September 2015 with performance metrics tied to our ROIC and consolidated operating income for fiscal 2017, which may be adjusted upward or downward by up to 10% depending on how our common stock price performs relative to the S&P Mid Cap 400 Index over the two-year performance period, and (iii) 29,115 performance units (at target-level performance) granted in September 2015 to our Chief Executive Officer with performance metrics tied to our ROIC and consolidated operating income for fiscal 2016;

•	options representing 454,929 shares were outstanding;

•	the weighted-average exercise price for outstanding options was $47.80;

•	the weighted-average remaining term for outstanding options was 6.2 years; and

•	50,195,171 shares of our common stock were outstanding and the closing price of a share of our common stock on the NASDAQ Global Select Market was $54.74.

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(1)	The performance period for the award granted on September 19, 2014 ends on July 30, 2016. Accordingly, the Company cannot calculate the number of shares that will be issued if the units vest.

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(1)	Reflects the product of the number of performance shares or units that vested multiplied by the closing price of our common stock on the trading day immediately preceding the last day of the performance period.

(2)	Reflects the quotient of $1,500,000 divided by $45.53, the closing price for our common stock on July 31, 2015.

•

As of October 19, 2015, approximately 252,037 shares remain available for grant under the Original Plan, although, as described above, this number includes shares that may be issued in the event that outstanding performance-based vesting restricted stock units denominated in dollars at the time of grant are earned. If these outstanding performance awards vest at target levels of performance, and assuming a $51.22 per share stock price (the closing price of our common stock on October 27, 2015), we would be required to issue approximately 48,007 shares of our common stock, net of any shares forfeited to cover withholding taxes, in settlement of these awards. Based on historical usage, the current share price of our common stock and expected practices, and noting that future circumstances may require the Company to make changes to its expected practices, the Company estimates that the existing shares available for grant under the Original Plan would be sufficient to make equity grants (and settle previously issued performance-based equity awards) for the remainder of fiscal 2016.

•	If the Equity Incentive Plan is approved, the Company would have 2,000,000 additional shares authorized for issuance for future awards under the plan, with 1,750,000 available for issuance as full value awards.

•	The additional shares to be authorized for grant under the Equity Incentive Plan would be dilutive to stockholders by 4.0% based on the outstanding shares as of October 19, 2015.

•

Based on historical usage and current share price of our common stock, the Company estimates that the additional 2,000,000 shares to be authorized for grant under the Equity Incentive Plan, if approved by the Company’s stockholders, should be sufficient for the Company to make equity grants for approximately the next 4 years, assuming the Company continues to grant awards consistent with its historical usage and expected practices, and noting that future circumstances may require us to make changes to our expected practices.

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(1)

Includes 218,781 restricted stock units under the Original Plan, 38,101 performance-based restricted stock units under the Original Plan and 134,959 stock options under the Original Plan, 364,350 restricted stock units under the 2004 Plan, 95,775 stock options under the 2004 Plan, 207,782 stock options under the 2002 Stock Incentive Plan and 6,000 stock options under the 1996 Stock Option Plan. Restricted stock units and performance stock units do not have an exercise price because their value is dependent upon continued employment over a period of time or the achievement of certain performance goals, and are to be settled for shares of common stock. Accordingly, they have been disregarded for purposes of computing the weighted-average exercise price.

(2)

All shares were available for issuance under the Original Plan. The Original Plan authorizes grants in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units or a combination thereof but includes limits on the number of awards that may be issued in the form of restricted shares or units. The number of shares remaining available for future issuances assumes that, with respect to outstanding performance-based restricted stock units, the vesting criteria will be achieved at the target level.

(3)	Consists of phantom stock units outstanding under the United Natural Foods Inc. Deferred Compensation Plan. Phantom stock units do not have an exercise price because the units may be settled only for shares of common stock on a one-for-one basis at a future date as outlined in the plan.

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Section 1.	Purpose.

Section 2.	Definitions.

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	(ii)    a complete liquidation or dissolution of the Company; or

	(iii)    an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a Subsidiary).

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Section 3.	Administration.

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Section 4.	Shares Available for Awards.

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Section 5.	Eligibility.

Section 6.	Stock Options and Stock Appreciation Rights.

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Section 7.	Restricted Shares and Restricted Share Units.

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Section 8.	Performance Awards.

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Section 9.	Other Stock-Based Awards.

Section 10.	Non-Employee Director and Outside Director Awards.

Section 11.	Provisions Applicable to Covered Officers and Performance Awards.

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Section 12.	Separation from Service.

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Section 13.	Change in Control.

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Section 14.	Amendment and Termination.

Section 15.	General Provisions.

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Section 16.	Term of The Plan.

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