Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Sean Griffin intends to step down from his position as Chief Operating Officer of United Natural Foods, Inc. (the "Company") and CEO, SuperValu, effective July 31, 2020, with active transition of responsibilities beginning on March 8, 2020. It is anticipated that Mr. Griffin will serve as a consultant to the Company from July 31, 2020 until November 5, 2020, to further assist in the transition of responsibilities. The Company and Mr. Griffin entered into an amendment of his Employment Agreement with the Company (the "Griffin Amendment"), the terms of which are described in Item 5.02(e) below. The Griffin Amendment will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal period ending February 1, 2020. (c) Chief Financial Officer. On February 6, 2020, the Board of Directors of the Company (the "Board") appointed John W. Howard to the role of Chief Financial Officer, to be effective February 9, 2020. Mr. Howard has served as the Company's Interim Chief Financial Officer since August 2019. In connection with Mr. Howard's appointment as the Company's Chief Financial Officer, the Company provided Mr. Howard with an offer letter, pursuant to which Mr. Howard will receive an increased annual base salary of $600,000 (from $550,000 as Interim CFO) and an increased annual cash bonus with a value of 100% of his base salary (from 75% as Interim CFO) based on achievement of certain fiscal year goals and objectives beginning with the 2020 fiscal year. Mr. Howard's annual equity award will be targeted at 200% of his then-applicable base salary beginning with the fiscal 2021 award, which award will be made on the same or similar terms as the long-term incentive awards granted to similarly situated executives of the Company and further subject to the terms and conditions of the respective award agreements evidencing the grant.

The offer letter will be filed with the Company's Quarterly Report on Form 10-Q for the fiscal period ending February 1, 2020.

Effective on February 9, 2020, the Company also entered into a Severance Agreement and a Change in Control Agreement with Mr. Howard, each of which is substantially consistent with the agreements entered into with the Company's other executive officers, other than the Company's Chairman and Chief Executive Officer and Mr. Griffin.



A summary of the material terms of the form of Severance Agreement is included
in, and a copy of the form of Severance Agreement is filed with, the Company's
Current Report on Form 8-K filed on October 29, 2019, each of which is
incorporated herein by reference. A summary of the material terms of the form of
Change in Control Agreement is included in, and a copy of the form of Change in
Control Agreement is filed with, the Company's Current Report on Form 8-K filed
on November 8, 2018, each of which is incorporated herein by reference.
The additional information required by Form 8-K Item 5.02 (c)(2) and (3)
regarding Mr. Howard is incorporated herein by reference from the Company's Form
8-K filed on August 12, 2019.
Chief Operating Officer. On February 6, 2020, the Company's Board appointed Eric
A. Dorne to the role of Chief Operating Officer, effective March 8, 2020. Mr.
Dorne will share the position of Chief Operating Officer with Mr. Griffin until
July 31, 2020. Effective March 8, 2020, Mr. Dorne will receive an increased
annual base salary of $750,000 (from $540,000 as Chief Administrative Officer
and Chief Information Officer) and an increased annual cash bonus with a value
of 100% of his base salary (from 75% as CAO & CIO) based on achievement of
certain fiscal year goals and objectives beginning with the 2020 fiscal year,
prorated to reflect his time as COO and CAO & CIO in fiscal 2020. Mr. Dorne's
annual equity award will be targeted at 200% of his then-applicable base salary
beginning with the fiscal 2021 award, which award will be made on the same or
similar terms as the long-term incentive awards granted to similarly situated
executives of the Company and further subject to the terms and conditions of the
respective award agreements evidencing the grant.
Eric Dorne has served as the Company's Chief Administrative Officer and Chief
Information Officer since September 2016. Mr. Dorne previously served as the
Company's Senior Vice President, Chief Information Officer from September 2011
to September 2016. Prior to joining the Company, Mr. Dorne was Senior Vice
President and Chief Information Officer for The Great Atlantic & Pacific Tea
Company, Inc., the parent company of the A&P, Pathmark, SuperFresh, Food
Emporium and Waldbaum's supermarket chains located in the Eastern United States
from January 2011 to August


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2011, and Vice President and Chief Information Officer from 2005 to 2011. In his more than 30 years at The Great Atlantic & Pacific Tea Company, Mr. Dorne held various executive positions including Vice President of Enterprise IT Application Management and Development, Vice President of Store Operations Systems and Director of Retail Support Services.

There are no transactions involving the Company and Mr. Dorne that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Other Management Changes. In connection with the above described management changes, effective March 8, 2020, Christopher P. Testa, the Company's President and Chief Marketing Officer will assume responsibility for oversight of certain additional functions, including supplier services, customer care and the Company's Canadian operations. Mr. Testa will report directly to the Company's Chief Executive Officer.



To support the increased responsibilities of Mr. Dorne, the Company is
commencing a search for a Chief Information Officer and Chief Supply Chain
Officer. Upon the appointment of a new Chief Supply Chain Officer, Paul S. Green
will transition to the role of President, Fresh.
(e)   Employment Agreement Amendment with Mr. Spinner. On February 6, 2020, the
Board approved an Amendment (the "Spinner Amendment") to the Employment
Agreement dated as of November 5, 2018 by and between the Company and Steven L.
Spinner to extend the Initial Term of such employment agreement, which
originally expired at the end of the Company's 2020 fiscal year. Pursuant to the
Spinner Amendment, the Board has renewed Mr. Spinner's contract such that he
will continue to serve as the Company's Chief Executive Officer and Chairman
through the end of the Company's 2021 fiscal year, or such earlier date as his
successor is duly appointed, if applicable. In exchange for his agreement to
renew the contract for the 2021 fiscal year, the Employment Agreement has been
amended to confirm that Mr. Spinner will be entitled to the severance payments
provided in the original Employment Agreement upon a termination of his
employment without cause. Under those terms, Mr. Spinner will receive: 2.0 times
the sum of (i) base salary and (ii) target annual bonus, which will be paid out
in a lump sum no later than 190 days from the date of his separation. Other
payments include prorated annual bonus, at actual levels of performance, and a
lump sum cash payment of $35,000 for medical benefits, payable as provided in
the Employment Agreement upon termination without cause. As Mr. Spinner is
retirement eligible under the terms of his Employment Agreement (having attained
fifty-nine (59) years of age and provided ten (10) years of service to the
Company), upon his separation from the Company, his outstanding time-based
equity awards will vest in full and performance-based awards will continue to
vest, based on actual performance.
The payments described above and in the Spinner Amendment shall be payable as a
result of Mr. Spinner's termination without cause as described above. In the
event that Mr. Spinner's employment is terminated for any other reason described
in the Employment Agreement, such as for Cause, or as a result of a Change in
Control during the term of the Employment Agreement, then the payments described
in the Employment Agreement relating to those reasons for termination shall be
applicable and no payment will be made in connection with Mr. Spinner's without
cause termination described above and in the Spinner Amendment. Further, with
respect to a Change in Control, Mr. Spinner's Employment Agreement provides
that: in the event an agreement to effect a Change in Control is entered into by
the Company and remains in effect or has been consummated, and a successor CEO
is appointed prior to July 31, 2021, then Mr. Spinner shall be entitled to the
payments provided under the Employment Agreement as a result of a Change in
Control whether or not a Change in Control has been completed prior to July 31,
2021, and he shall not be entitled to any other severance payments. If, however,
in the event an agreement to effect a Change in Control has been entered into
but not yet completed, and Mr. Spinner remains the CEO until July 31, 2021, then
Mr. Spinner shall be entitled to the payments described above in connection with
the extension of his contract until July 31, 2021, and not those payable in the
event of a Change in Control.
Employment Agreement Amendment with Mr. Griffin. In consideration of Mr.
Griffin's agreement to continue his employment until July 31, 2020, and to
provide consulting services until November 5, 2020, at the Company's request, on
February 6, 2020, the Board approved the Griffin Amendment to Mr. Griffin's
Employment Agreement, pursuant to which, Mr. Griffin will (A) continue to
receive his base salary through July 31, 2020, and (B) in consideration of his
full-time service through July 31, 2020 and consultancy services through
November 5, 2020, be entitled to payment of equal to 1.0 times the sum of his
(i) base salary and (ii) target annual bonus, which will be paid out in pro rata


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installments over one year commencing no sooner than 60 days after July 31,
2020. As Mr. Griffin is retirement eligible under the terms of the Employment
Agreement (having attained fifty-nine (59) years of age and provided ten
(10) years of service to the Company, his outstanding time-based equity awards
will vest in full and performance-based awards will continue to vest and
payable, based on actual performance. Mr. Griffin will not be eligible for any
further equity awards subsequent to the effective date of the Amendment and will
be eligible to receive a short-term bonus for full-year fiscal 2020, based on
actual performance.
Compensation of Mr. Testa. In consideration of the additional responsibilities
to be assumed by Mr. Testa, on February 6, 2020, the Compensation Committee of
the Company's Board of Directors approved certain increases to Mr. Testa's
compensation, to be effective March 8, 2020. Mr. Testa will receive an increased
annual base salary of $750,000 (from $550,000) and an increased annual cash
bonus with a value of 100% of his base salary (from 75%) based on achievement of
certain fiscal year goals and objectives beginning with the 2020 fiscal year,
prorated to reflect the portion of the fiscal 2020 year for which he assumed the
additional responsibilities. There was no change to Mr. Testa's annual equity
award target, which will be targeted at 200% of his then-applicable base salary
and which award will be made on the same or similar terms as the long-term
incentive awards granted to similarly situated executives of the Company and
further subject to the terms and conditions of the respective award agreements
evidencing the grant.
The Spinner Amendment and the Griffin Amendment will be filed with the Company's
Quarterly Report on Form 10-Q for the fiscal period ending February 1, 2020.


Item 7.01  Regulation FD Disclosure.
A copy of the press release announcing the management changes described above in
Item 5.02 issued by the Company on February 6, 2020 is being furnished herewith
as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 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.
Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.    Description

99.1             Press release, dated February 6, 2020
               Cover Page Interactive Data File (embedded within the Inline XBRL
104            document)

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