Item 2.02 Results of Operations and Financial Condition.
On September 28, 2020, United Natural Foods, Inc., a Delaware corporation (the
"Company"), issued a press release to report its financial results for the
fourth quarter and fiscal year ended August 1, 2020. The press release is
furnished as Exhibit 99.1 hereto. The Company will also make available an
investor presentation on the Investors section of the Company's website.
The information contained in Item 2.02 of this Current Report on Form 8-K,
including the exhibits attached hereto, shall not be deemed "filed" for any
purpose, including for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that Section, and shall not be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended, or under the
Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 23, 2020, Steven L. Spinner informed the Board of his
intention to retire as Chief Executive Officer after the conclusion of the term
of his employment agreement on July 31, 2021, or earlier upon the appointment of
a successor. It is expected that Mr. Spinner will continue to serve as Executive
Chairman of UNFI following his retirement as CEO.
(c) Chief Accounting Officer and Controller. The Board of Directors of the
Company has appointed R. Eric Esper to the role of Chief Accounting Officer and
Controller, to be effective November 22, 2020. As previously announced, the
Company's current Chief Accounting Officer and Controller, David Johnson,
intends to leave the Company on or prior to December 31, 2020, and he will step
down from his position as Chief Accounting Officer and Controller when Mr. Esper
assumes the position. It is expected that Mr. Johnson will stay with the Company
in an advisory role for a brief period after Mr. Esper joins the Company.
Mr. Esper served as Executive Vice President of Finance, Chief Financial Officer
of The Hertz Corporation from August 2020 to October 2020. He was previously
Senior Vice President and Chief Accounting Officer from November 2018 to August
2020. He joined Hertz in March 2018 as Vice President, Corporate Controller.
Prior to this, Mr. Esper worked for Norwegian Cruise Line Holdings Ltd. in a
variety of leadership positions, most recently as Vice President, Brand Finance
and Strategy, and previously as Vice President and Controller. Before joining
Norwegian, Mr. Esper worked for PricewaterhouseCoopers where he managed audits
for public companies within the transportation, logistics and hospitality
industries. He is a Certified Public Accountant with bachelor's and master's
degrees in accounting from the University of Michigan.
In connection with Mr. Esper's appointment as the Company's Chief Financial
Officer and Controller, Mr. Esper will receive an annual base salary of $400,000
and a one-time sign-on bonus of $150,000. In addition, he will be eligible to
participate in the Company's Annual Incentive Plan with a cash incentive bonus
targeted at 35% of his base salary, based on achievement of certain fiscal year
goals and objectives beginning with the 2021 fiscal year. He will receive a
restricted stock unit representing shares valued at $675,000 on the grant date,
vesting ratably over a three-year period commencing on the first anniversary of
the date of grant. The restricted stock unit is structured as an inducement
grant, but will be governed by the terms of the Company's 2020 Equity Incentive
Plan as if it were granted under that plan. Mr. Esper will not be eligible to
receive a regular annual equity award for the Company's current fiscal year
2021.
There are no transactions involving the Company and Mr. Esper that the Company
would be required to report pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the Mr. Spinner's retirement as described
above in Item 5.02 issued by the Company on September 28, 2020 is being
furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K. Exhibit
99.2 shall not be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or otherwise subject to liabilities
under that Section and shall not be deemed to be incorporated by reference into
any filing of the Company under the Securities Act of 1933 or the Exchange Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Earnings Release of United Natural Foods, Inc. dated September 28,
99.1 2020
Press Release of United Natural Foods, Inc. dated September 28,
99.2 2020
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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UNITED NATURAL FOODS, INC. 
