eps3310.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): November 5, 2008
UNITED
NATURAL FOODS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
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000-21531
|
05-0376157
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This
Current Report on Form 8-K/A is filed by United Natural Foods, Inc. (the
“Company”) to clarify the disclosure under Item 5.02 of the Company’s Current
Report on Form 8-K, filed on November 12, 2008, regarding the maximum number of
performance units which Steven L. Spinner, the Company’s President and Chief
Executive Officer, may receive in connection with his November 5, 2008 grant
under the Company’s 2004 Equity Incentive Plan. The actual number of
performance units in which Mr. Spinner will vest at the expiration of the
performance period will be determined based on the Company’s performance
relative to the performance targets established by the Company’s Compensation
Committee, and Mr. Spinner’s maximum award based on the Company’s performance is
100,000 performance units (or 50,000 performance units in addition to those
granted on November 5, 2008).
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
November 5, 2008, United Natural Foods, Inc. (the “Company”) entered into a
performance unit award agreement with Steven L. Spinner, the Company’s President
and Chief Executive Officer. The agreement provides for the grant to
Mr. Spinner of 50,000 performance units under the Company’s 2004 Equity
Incentive Plan. The performance units will vest upon the
determination of the Compensation Committee of the Company’s Board of Directors
that the Company’s financial performance during a performance period ending on
August 1, 2010 exceeded certain financial targets approved by the Compensation
Committee. The actual number of performance units in which Mr.
Spinner will vest at the expiration of the performance period will be determined
based on the Company’s performance relative to these targets, and Mr. Spinner’s
maximum award based on the Company’s performance is 100,000 performance units
(or 50,000 performance units in addition to those granted on November 5,
2008).
The
first financial target is based on a measure of earnings before interest and
taxes and the second is based on a measure of the Company’s return of average
total capital. The Compensation Committee does not believe that these
performance targets are easily attainable. None of the performance
units granted to Mr. Spinner will vest unless the Company achieves certain
baseline thresholds approved by the Compensation Committee as of the end of the
performance period.
The
foregoing summary of the material terms of the performance unit agreement is
qualified in its entirety by reference to the actual agreement, which will be
filed as an exhibit to a subsequent Quarterly Report on Form 10-Q of the
Company.
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
Mark
E. Shamber
Vice
President and Chief Financial Officer
Date: February
27, 2009