Q3 FY13 Form 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 28, 2013 (May 22, 2013)

UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in 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 (see General Instruction A.2. below):

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

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

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

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

 







Item 2.02    Results of Operations and Financial Condition.
 
The following information is being furnished under Item 2.02-Results of Operations and Financial Condition. This information, including the exhibit 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. The information under this Item 2.02 of this Current Report on Form 8-K 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.
 
On May 28, 2013, United Natural Foods, Inc., a Delaware corporation (the "Company"), issued a press release to report its financial results for the third fiscal quarter ended April 27, 2013. The press release is furnished as Exhibit 99.1 hereto.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b) On May 22, 2013, Gordon Barker, age 67, notified the Company that he has decided not to stand for re-election to the Company’s board of directors at the Company’s next annual meeting of stockholders which is expected to be held on December 18, 2013 (the “Annual Meeting”). Mr. Barker will serve the remainder of his term which expires at the Annual Meeting.
    
Item 9.01    Financial Statements and Exhibits.
    
(d)    Exhibits

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of United Natural Foods, Inc. dated May 28, 2013.
 
 
 

 






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
Name:
Mark E. Shamber
Title:
Senior Vice President, Chief Financial Officer and Treasurer



Date:    May 28, 2013







EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of United Natural Foods, Inc. dated May 28, 2013.