8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2018

UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware	000-21531	05-0376157
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
313 Iron Horse Way, Providence, RI 02908
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (401) 528-8634

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2018, United Natural Foods, Inc., a Delaware corporation (the "Company"), announced that Sean Griffin will retire from his current role as Chief Operating Officer of the Company, effective August 1, 2018. The Company expects that Mr. Griffin will remain an employee of the Company until his expected retirement on October 1, 2018. Following his retirement, Mr. Griffin plans to remain engaged with the Company as a strategic advisor.

Mr. Griffin will continue to receive his current base salary through his last date of employment. In connection with Mr. Griffin’s retirement and his agreeing to remain with the Company beyond his preferred retirement date of August 1, 2018, the Compensation Committee of the Board of Directors of the Company on May 10, 2018 approved (i) the acceleration of the vesting of any outstanding time-based vesting restricted stock units previously issued to Mr. Griffin that remain unvested as of October 1, 2018 and (ii) the payment of a lump sum amount of up to $75,000 to Mr. Griffin related to transition assistance to be provided by him to the Company following August 1, 2018. Mr. Griffin will forfeit all of the performance-based vesting restricted stock units issued to him in September 2017 with performance criteria tied to the Company’s 2019 fiscal year.

In connection with Mr. Griffin’s retirement, the Company’s Board of Directors on May 10, 2018 appointed Christopher P. Testa to become the President, UNFI effective August 1, 2018. In connection with his appointment as President, UNFI, the Compensation Committee of the Company’s Board of Directors approved increasing Mr. Testa’s annual base salary to $450,000 effective as of August 1, 2018. In addition, the Compensation Committee approved increasing Mr. Testa’s target payout percentage of his base salary under the Company’s fiscal year 2019 annual cash incentive plan to 75% and his participation level under the Company’s equity incentive plan at target level payout for fiscal 2019 to 200% of his base salary.

Item 7.01     Regulation FD Disclosure

A copy of the press release relating to Mr. Griffin's retirement issued by the Company on May 14, 2018 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release of United Natural Foods, Inc. dated May 14, 2018

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/ Michael P. Zechmeister
Name:	Michael P. Zechmeister
Title:	Chief Financial Officer

Date:    May 14, 2018

EX-99.1

United Natural Foods, Inc. Announces Organizational Changes

PROVIDENCE, R.I. -- May 14, 2018 -- United Natural Foods, Inc. (Nasdaq: UNFI) (the “Company”) announces organizational changes to take effect August 1, 2018.

As part of the Company’s succession plan, the Board of Directors approved the following:

• Sean Griffin, Chief Operating Officer, will transition from his current role on August 1, 2018 and retire from the Company on October 1st. Following his retirement, Sean plans to remain engaged with the Company as a strategic advisor.

• Chris Testa, who currently serves as President, Atlantic Region will assume the role of President, UNFI, and oversee the Company’s broadline natural, organic and specialty distribution business in the United States, Select Nutrition and E-Commerce as well Enterprise Sales and Service. In addition, Chris will continue to oversee branding and communications.

• Eric Dorne, will continue to serve as the Company’s Chief Administrative Officer and Chief Information Officer and will also assume the role of President of Strategic Business Units. In this expanded role, Eric will assume oversight of Albert's Produce, Woodstock Farms, Supplier Relationship Management and will continue to oversee operations in Canada, Earth Origins Markets, Customer Care, Risk Safety, and Information Technology.

• Paul Green, who currently serves as President, Pacific Region will assume the role of Chief Supply Chain Officer. In this role, Paul will focus on driving standardized operational excellence across the Company. He will oversee the Company’s Supply Chain function, its newly created Warehouse Automation group as well as Transportation and Real Estate operations.

“Sean’s eight years of outstanding service at UNFI have been invaluable; he played a critical role in the development and success of our Company” said Steve Spinner, President and Chief Executive Officer of UNFI. “He has been an amazing partner and mentor to many of our current leadership. In addition, he built a strong team that understands our business and can further drive our strategic plan and enable us to manage through operational challenges that come with our impressive growth. UNFI is better positioned for the future because of Sean’s contributions.”

“When I look back at my career with UNFI, I am most proud of driving the Company’s mission forward and having the opportunity to work with, and learn from, so many talented people” said Sean Griffin, Chief Operating Officer. “It has been a great privilege to serve UNFI and I am now ready to retire with enthusiasm for the Company’s future. I am delighted with Chris Testa’s appointment as President, Paul Green’s appointment as Chief Supply Chain Officer and the expansion of Eric Dorne’s role. I have worked with Chris, Paul and Eric for several years - their unique blend of capabilities, relationships, and expertise will continue to be invaluable assets to UNFI.”

About United Natural Foods, Inc.

UNFI delivers healthier food options to people throughout the United States and Canada. UNFI distributes over110,000 products to more than 43,000 customer locations including natural product superstores, independent retailers, conventional supermarket chains, ecommerce retailers, and food service customers. Recognized as one of the most effectively managed U.S. companies, UNFI was named in the “Management Top 250” list by the Wall Street Journal in 2017. To learn more about how UNFI is Moving Food Forward, visit www.unfi.com.

INVESTOR CONTACTS:

United Natural Foods, Inc.

Faten Freiha

Director, Investor Relations and Corporate Strategy

401-528-8634 ext. 35621