Form 8-K Annual Shareholder Meeting Results 2014


 


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): December 17, 2014

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 5.07.     Submission of Matters to a Vote of Security Holders.

United Natural Foods, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on December 17, 2014. The Company’s stockholders voted on seven proposals at the Annual Meeting. The results of voting on the seven proposals, including final voting tabulations, are set forth below.

(1)    The stockholders elected Ann Torre Bates, Michael S. Funk, Gail A. Graham, James P. Heffernan, and Steven L. Spinner to serve as Directors until the annual meeting of stockholders to be held in 2015 and until their successors are duly elected and qualified.

 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Ann Torre Bates
 
43,013,303

 
342,344

 
182,956

 
2,822,780

Michael S. Funk
 
42,142,281

 
1,287,427

 
108,895

 
2,822,780

Gail A. Graham
 
41,915,359

 
1,485,451

 
137,793

 
2,822,780

James P. Heffernan
 
41,879,401

 
1,525,925

 
133,277

 
2,822,780

Steven L. Spinner
 
42,016,734

 
1,390,683

 
131,186

 
2,822,780


(2)    The stockholders approved the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 1, 2015.

For
 
Against
 
Abstain
 
Broker Non-Votes
44,680,166

 
1,382,993

 
298,224

 


(3)    The stockholders approved, on an advisory basis, the Company’s executive compensation.

For
 
Against
 
Abstain
 
Broker Non-votes
42,445,137

 
816,252

 
277,214

 
2,822,780


(4)    The stockholders approved amendments to our Certificate of Incorporation and Bylaws to eliminate any supermajority voting requirements contained therein.

For
 
Against
 
Abstain
 
Broker Non-votes
43,110,341

 
203,797

 
224,465

 
2,822,780


(5)    The stockholders approved amendments to our Certificate of Incorporation and Bylaws to establish the right of our stockholders to call a special meeting of stockholders.

For
 
Against
 
Abstain
 
Broker Non-votes
43,161,004

 
153,053

 
224,546

 
2,822,780


(6)    The stockholders did not approve a stockholder proposal regarding limitations on accelerated vesting of equity awards upon a change in control.

For
 
Against
 
Abstain
 
Broker Non-votes
13,506,986

 
29,768,291

 
263,326

 
2,822,780







(7)    The stockholders did not approve a stockholder proposal regarding internal pay equity ratios and a cap on executive compensation.

For
 
Against
 
Abstain
 
Broker Non-votes
1,651,555

 
41,154,546

 
732,502

 
2,822,780










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/ JOSEPH J. TRAFICANTI
Name:
Joseph J. Traficanti
Title:
Senior Vice President, General Counsel and Chief Compliance Officer



Date:    December 22, 2014