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1.	To elect eight nominees as directors to serve until the 2017 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 29, 2017.

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

4.	To consider a stockholder proposal regarding revisions to our proxy access bylaw.

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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/unfi2016.

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

•	If attending the annual meeting virtually through the Internet, please have your 16-digit control number provided on your Notice of Proxy Availability 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, subject to any rules of the meeting, 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/unfi2016.

•	Webcast replay of the annual meeting will be available at www.virtualshareholdermeeting.com/unfi2016 until December 15, 2017.

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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 FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. 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 18, 2016 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 18, 2016: Mr. Funk—12,625; Mr. Spinner—95,114; Mr. Heffernan—17,290; Mr. Roy—18,630; Mr. Griffin—21,598; Mr. Zechmeister—8,258; Mr. Traficanti—16,352; Mr. Dorne—14,587; all directors and executive officers as a group—240,440.

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(4)

Beneficial ownership information based solely on a Schedule 13G/A filed with the SEC on October 11, 2016 by FMR LLC. FMR LLC reported sole voting power with respect to 891,162 shares and sole dispositive power with respect to 5,130,166 shares. Includes shares beneficially owned by FIAM LLC, Fidelity Institutional Asset Management Trust Company, FMR Co., Inc., and Strategic Advisers, Inc. FMR Co., Inc. beneficially owns 5% or greater of the outstanding shares reported on the Schedule 13G/A. Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.

(5)	Beneficial ownership information based solely on a Schedule 13G/A filed with the SEC on January 27, 2016 by BlackRock, Inc. BlackRock, Inc. reported sole voting power with respect to 4,118,832 shares and sole dispositive power with respect to 4,232,775 shares.

(6)

Beneficial ownership information based solely on a Schedule 13G/A filed with the SEC on February 11, 2016 by The Vanguard Group, Inc. The Vanguard Group, Inc. reported sole voting power with respect to 106,224 shares, shared voting power with respect to 2,800 shares, sole dispositive power with respect to 3,326,228 shares and shared dispositive power with respect to 106,024 shares. Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., reported beneficial ownership of 103,224 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., reported beneficial ownership of 5,800 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 are reviewed annually and 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;

•	Each member of our Board is elected annually to a one-year term;

•	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;

•	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 2016 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 between 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 2016.

•	Equity awards issued as part of our core executive compensation program were generally delivered equally in the form of time-based vesting restricted stock units and performance-based vesting restricted stock units which align 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 equity based incentive programs are based on a sliding scale with amounts interpolated between threshold, target and stretch performance metrics. These awards can typically 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 the Company's interests and the interests of our stockholders.

•	Payouts for awards under our Annual Cash Incentive Plan are tiered based on threshold, target, and stretch goals and the vesting of performance units are based on results included in, or derived from, 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 a 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.

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•	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 (without duplication for serving as 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.

•	Quarterly cash retainer of:

•	$26,000 for serving as a director in lieu of separate meeting fees;

•	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 2016 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 2016 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 July 30, 2016, 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—837; Ms. Dufresne—none; Mr. Funk—none; Ms. Graham—none; Mr. Heffernan—none; Mr. Roy—837 shares; and Mr. Schnieders—none.

(3)	At July 30, 2016, the directors had options to purchase the following number of shares of common stock: Mr. Artz—none; Ms. Bates—none; Ms. Clark—none; Ms. Dufresne—none; Mr. Funk—12,625 shares; Ms. Graham—none; Mr. Heffernan—17,290 shares; Mr. Roy—18,630 shares; and Mr. Schnieders—none.

(4)

As of July 30, 2016, 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 July 30, 2016, Ms. Clark is the only director to defer a portion of director fees paid in cash under the Deferred Compensation Plan. For fiscal 2016, Ms. Clark deferred $43,000 of her fees payable in cash.

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(5)	The amount in this column represents the amount of cash compensation that Mr. Funk earned in fiscal 2016 in his capacity as our executive advisor. Mr. Funk does not receive any cash compensation for serving as a director.

(6)	Daphne J. Dufresne was appointed to the Board effective October 1, 2016. She did not receive any compensation in fiscal 2016.

(7)	Richard J. Schnieders was not nominated to stand for re-election at our 2015 annual meeting.

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

•	Senior Vice President, Chief Financial Officer and Treasurer (Mark E. Shamber) from August 2, 2015 through October 15, 2015;

•	Senior Vice President, Chief Financial Officer and Treasurer (Michael P. Zechmeister) effective October 16, 2015;

•	Chief Operating Officer (Sean F. Griffin);

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

•	Senior Vice President, Chief Administrative and Information Officer (Eric A. Dorne).

•

For fiscal 2016, approximately 57% of total target compensation for our President and Chief Executive Officer and approximately 37% of total target compensation for the other Named Executive Officers (other than Mr. Shamber and Mr. Zechmeister) was performance-based and could be earned only upon the achievement of corporate and divisional or individual goals selected to motivate executives to achieve our corporate objectives and enhance stockholder value. Mr. Zechmeister’s total target compensation for fiscal 2016 was principally cash compensation (including incentive-based cash compensation tied to our performance in fiscal 2016) and equity compensation split between 25% stock options and 75% time-based vesting restricted stock units. For fiscal 2017, his compensation is more heavily weighted toward performance-based compensation than was the case in fiscal 2016.

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

•	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 (other than Mr. Zechmeister's fiscal 2016 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.

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We have a recoupment (clawback) policy applicable to our executive officers, including the Named Executive Officers, which provides that if we file an amendment to our SEC reports to 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 at the sole discretion of the Board.

•	We have stock ownership guidelines (that we amended in September 2016) 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.

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Any benefits to be paid upon a change in control under the change in control agreements with our Named Executive Officers or the employment agreement with Mr. Spinner 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.

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•	From time to time we review and assess, with the assistance of management, 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.

•	The Compensation Committee was advised by Semler Brossy, an independent compensation consultant, in fiscal 2016. The consultant was retained directly by the Compensation Committee and performed no other consulting or other services for us.

•	annual base salary of $450,000;

•	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 our and Mr. Zechmeister’s performance;

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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 our 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 our involuntary termination of Mr. Zechmeister's employment without cause;

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

•	participation in our 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.

•	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 time-based vesting restricted stock units and performance-based vesting restricted stock units; and

•	Other compensation and benefits including minimal perquisites and participation in the Deferral Plans (as described in EXECUTIVE COMPENSATION TABLES—Nonqualified Deferred Compensation—Fiscal 2016 below) as well as participation in benefit plans generally available to all of our employees, such as participation in the 401(k) Plan.

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(1)

For each Named Executive Officer, except for Mr. Zechmeister, fiscal 2015 base salaries were effective as of August 3, 2014 and fiscal 2016 base salaries were effective as of December 20, 2015. Mr. Zechmeister was hired effective September 14, 2015 and was appointed as Senior Vice President, Chief Financial Officer and Treasurer, effective October 16, 2015, replacing Mr. Shamber. His base salary was effective September 14, 2015.

(2)	Mr. Shamber's employment was terminated on December 31, 2015. He was paid a base salary of $166,156 in fiscal 2016 prior to the termination of his employment.

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(1)	Mr. Spinner's target-level payout increased from 75% of his salary to 100% of his salary as a result of the 2015 competitive market assessment reviewed by the Compensation Committee.

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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.

(3)	Free cash flow is net cash provided by operating activities less capital expenditures.

(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.

(3)	Free cash flow is net cash provided by operating activities less capital expenditures.

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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)	See discussion of adjustments related to our actual results with respect to these metrics under the caption "Determination of Performance-Based Annual Cash Incentive Plan Payouts" below.

(3)	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.

(4)	Free cash flow is net cash provided by operating activities less capital expenditures. For fiscal 2016 net cash provided by operating activities was $296.6 million and capital expenditures were $41.4 million, resulting in free cash flow of $255.2 million.

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(1)	As described above, no payments under the annual cash incentive plan were permitted if such payments, when combined with all of Mr. Spinner’s other compensation that was not deductible, exceeded $1,000,000. Accordingly, Mr. Spinner received no payment under the fiscal 2016 annual cash incentive plan.

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(2)

In setting the performance metric applicable to Mr. Spinner based on strategic plan execution, the Compensation Committee based the performance metric on completing key strategic acquisitions and increasing the number of products that we sell to customers particular at the perimeter of the store. Because Mr. Spinner did not receive any payout under the annual cash incentive plan, his performance against the target was not evaluated for purposes of calculating any payouts to him under the plan.

(1)

In setting the performance metric applicable to this goal, the Compensation Committee set the goal based on staffing and the deployment of a specific new finance sub-team. 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. We believe that Mr. Zechmeister made significant progress against this challenging long-term strategic goal. The payout with respect to this metric was determined to be at "threshold" level of performance.

(1)

In setting the performance metrics applicable to Mr. Griffin based on service to inventory levels, 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.

(2)

In setting the performance metrics applicable to Mr. Griffin based on the performance of our Broadline operations, 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. Mr. Griffin did not achieve the "threshold" performance level for Broadline operating income.

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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, the "target" set for legal expenses as a percentage of consolidated net sales was approximately 0.0536% and a target of approximately 0.0483% was set for "stretch." Mr. Traficanti did not achieve the "threshold" performance level for legal expenses, which was 0.0587%.

(2)	In setting the performance metric applicable to Mr. Traficanti based on internal audit deficiencies, we based the performance metric on results that would be measurable compared to prior year's results. The target was met if the number of deficiencies reported upon completion of the fiscal 2016 audit was less than the number reported in the prior year.

(1)	In setting the performance metric applicable to Mr. Dorne based on IT expenses, we based the performance metric on results that would provide a measurable cost savings compared to the prior year's results. For this performance metric, the "target" set for IT expenses as a percentage of consolidated net sales was approximately 0.890% and a target of approximately 0.875% was set for "stretch."

(2)

In setting the performance metric applicable to this goal, the Compensation Committee set the goal based on IT system conversions. 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. We believe that Mr. Dorne made significant progress against this challenging long-term strategic goal in fiscal 2016. The payout with respect to this metric was determined to be at "threshold" level of performance.

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(1)

The payout percentages apply with respect to each of the equally-weighted performance criteria. For example, if our adjusted ROIC for the relevant measurement period was 9.22% and our total shareholder return for the relevant measurement period was 1,253 basis points or less below the S&P 400 Mid Cap Index, 100% of the portion of the award tied to adjusted 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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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 2014, performance shares and performance units at the target level and in fiscal 2015 and fiscal 2016, performance units at the target level, and, with respect to Messrs. Shamber, Griffin, Traficanti and Dorne, fiscal 2014 through fiscal 2016, as applicable, 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 July 30, 2016 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 2016, fiscal 2015 and fiscal 2014, assuming stretch, or maximum, performance, were $4,417,488, $3,943,630 and $3,877,298, respectively. The grant date fair value of awards of performance units in fiscal 2016 to Messrs. Griffin, Traficanti, and Dorne in fiscal 2016, assuming stretch performance, were $770,525, $550,725, and $475,350, respectively. Mr. Zechmeister did not receive a grant of performance units in fiscal 2016. The grant date fair value of awards of performance units to Messrs. Griffin, Shamber, and Traficanti in fiscal 2015, assuming stretch, or maximum level, performance, were $407,951, $424,329, and $363,171, respectively. The grant date fair value of awards of performance units to Messrs. Griffin, Shamber and Traficanti, in fiscal 2014, assuming stretch performance, were $435,945, $361,777 and $331,480, respectively.

(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 July 30, 2016 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards.

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(3)	Amounts shown for fiscal 2016 reflect payments made in fiscal 2017 under our 2016 Senior Management Cash Incentive Plan related to fiscal 2016 performance. For a discussion regarding the 2016 Senior Management Cash Incentive Plan, see EXECUTIVE COMPENSATION-Compensation Discussion and Analysis-Components of our Executive Compensation Program-Performance-Based Annual Cash Incentive Compensation.

(4)

Amounts reported in this column represent earnings on deferred compensation that exceed 120% of the federal applicable long-term rate, which was 2.18%. These amounts as well as all other earnings on deferred compensation of the Named Executive Officers in fiscal 2016 are included in the table included under Nonqualified Deferred Compensation—Fiscal 2016 under the column "Aggregate Earnings in Last Fiscal Year."

(5)

Represents an automobile allowance ($7,255), an allowance for living expenses while in the area of our Corporate Headquarters in Providence, Rhode Island ($56,225), an amount received to "gross up" the two preceding benefits to offset the related tax obligations ($20,534), our contributions to a 401(k) account ($9,229) and the provision of air and rail travel from Mr. Spinner's homes in New York and Pennsylvania to our Corporate Headquarters ($10,074).

(6)	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 assisted the Company with business strategy and development through December 31, 2015.

(7)	Represents severance ($227,279) and our contributions to a 401(k) account ($4,283).

(8)	Represents relocation expenses which were reimbursed ($31,484) and our contributions to a 401(k) account ($6,231).

(9)	Represents our contributions to a 401(k) account.

(10)	Represents our contributions to a 401(k) account ($7,246), and the provision of air travel from Mr. Traficanti's home in Virginia to our Corporate Headquarters in Providence, Rhode Island ($10,535).

(1)

This column shows separately the possible payouts to the Named Executive Officers under our 2016 Senior Management Cash Incentive Plan for the fiscal year ended July 30, 2016 for "threshold", "target" and "maximum" performance. Actual amounts paid for these incentives are reflected in the table included under Summary Compensation Table—Fiscal Years 2014-2016 under the column "Non-Equity Incentive Plan Compensation."

(2)	For each of the Named Executive Officers, including Mr. Spinner, with an award granted on September 17, 2015, this column shows the total dollar value of a performance-based restricted stock unit awards with a two-year performance period made on the grant date in fiscal 2016 under our 2012 Equity Plan (other than with respect to Mr. Spinner's

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(3)

This row shows the dollar value of the one-year performance units at target and maximum levels of performance granted to Mr. Spinner in fiscal 2016 under our 2012 Equity Plan. Vesting of these performance units was linked to our attaining certain levels of adjusted ROIC and adjusted EBIT for fiscal 2016. At the conclusion of the performance period, and based on our actual results measured against the performance measures, none of these performance units were earned and Mr. Spinner forfeited these units.

(4)	This column shows the number of time-based vesting restricted stock units granted in fiscal 2016 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 2016 to Mr. Zechmeister, our only Named Executive Officer to receive stock options in fiscal 2016, under our 2012 Equity Plan. 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 2016, 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 2014-2016. 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 $49.98 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 29, 2016, the last business day of fiscal 2016.

(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 29, 2016, the last business day of fiscal 2016. The

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(4)	Market value reflects the number of shares that may be issued pursuant to performance units at the threshold level of performance, multiplied by $49.98 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 29, 2016, the last business day of fiscal 2016.

(1)	In connection with the vesting of 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 2016 but included in this table was: Mr. Spinner—6,428; Mr. Shamber—1,325; Mr. Griffin—1,853; Mr. Traficanti—1,777; and Mr. Dorne—1,475.

(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)

The value realized on exercise for Mr. Shamber was calculated as the spread between the stock price on the date of exercise less the exercise price, times the number of shares exercised. The amount disclosed represents the taxable income realized for Mr. Shamber as a portion of the shares exercised were ISO stock options and were exercised and held. Mr. Shamber had 90 days subsequent to his termination on December 31, 2016 to exercise vested stock options. Any vested shares that were "out of the money" were forfeited.

(4)

Mr. Shamber elected to defer 50% of the shares issued upon vesting of his September 12, 2011 and September 16, 2013 restricted stock unit awards and 25% of his September 19, 2014 restricted stock unit award, and the value herein excludes the resulting deferral of 2,152 shares ($109,070). 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 2016.

(5)	Mr. Griffin has elected to defer 25% of the shares issued upon vesting of each of his September 16, 2013 and September 19, 2014 restricted stock unit awards. One-quarter of such restricted stock units vested during fiscal 2016, and the value herein excludes the resulting deferral of 666 shares ($33,581). For each portion of these stock awards that vests but is

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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 2016 of the table under Summary Compensation Table—Fiscal Years 2014-2016.

(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 2016 "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 2014-2016.

(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 2016 valued at the change in the closing stock price from the date of vesting to the end of fiscal 2016 plus, (ii) the number of vested shares that were deferred prior to fiscal 2016, valued by the change in the closing stock price on the first day of fiscal 2016 to the last day of fiscal 2016. 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 2014-2016 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 2015 and fiscal 2014 in the table under Summary Compensation Table—Fiscal Years 2014-2016 and summary compensation tables for prior fiscal years, combined: Mr. Spinner—$337,950; Mr. Griffin—$303,958; Mr. Shamber—$140,194; and Mr. Traficanti—$220,352.

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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 within one year 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.

(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 July 30, 2016, 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 $49.98 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 30, 2016, the last business day of fiscal 2016, exceeds the exercise price payable per award, if any. This does not include any awards granted in fiscal 2017.

(6)

Amount represents the intrinsic value of each restricted stock unit (with performance units vesting at target levels of performance) outstanding on July 30, 2016, 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 $49.98 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 29, 2016, the last business day of fiscal 2016, exceeds the exercise price payable per award, if any. This does not include any awards granted in fiscal 2017.

(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 Named Executive Officer's cash incentive payments paid in the last fiscal year as the Named Executive Officer has not been with the Company for more than three fiscal years, 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 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 sum of (i) 2.99 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 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.

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1.	The number of shareholder-nominated candidates eligible to appear in proxy materials should not exceed one quarter of the directors then serving or two, whichever is greater. Expansion of the current number of director positions could substantially dilute the influence of shareholders under the Company's current proxy access provisions.

2.

No limitation shall be placed on the number of shareholders that can aggregate their shares to achieve the 3% “Required Ownership Percentage,” outstanding shares of the Company entitled to vote in the election of directors. Under current provisions, even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the 3% criteria at most of the companies examined by the Council of Institutional Investors.

3.	No limitation shall be imposed on the re-nomination of shareholder nominees based on the number or percentage of votes received in any election. Such limitations do not facilitate the shareholders' traditional state law rights and add unnecessary complexity.

4.	Loaned securities shall be counted as belonging to a nominating shareholder if the shareholder represents it:

a)	has the legal right to recall those securities for voting purposes,

b)	will vote the securities at the shareholder meeting and

c)	will hold those securities through the date of the annual meeting.

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•	All of the Company’s directors are elected on an annual basis;

•	Each director must be elected by a majority vote in an uncontested election, and any director who fails to receive the required number of votes for re-election must tender his or her written resignation to the Board;

•	A majority of the Company’s directors are independent;

•	The Board has designated an independent director to serve as the Board’s "Lead Independent Director" to coordinate the activities of the other independent members of the Board;

•	Stockholders are able to recommend director candidates to the Nominating and Governance Committee (as described further under “Director Nominees Recommended by Stockholders” beginning on page 12);

•	Stockholders are able to call a special meeting of stockholders;

•	The Board provides channels for stockholders to communicate directly with members of the Board (as described further under “Communications with the Board of Directors” beginning on page 15); and

•	The Company has eliminated all super majority voting provisions from its certificate of incorporation and bylaws.

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