Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On October 27, 2021, Albert P. Carey entered into a Letter Agreement (the
"Letter Agreement") with Unifi, Inc. (the "Company"), effective that day,
pursuant to which the Company agreed to continue to employ Mr. Carey as
Executive Chairman of the Company. The Letter Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements between the parties
related to Mr. Carey's employment with the Company, including a prior letter
agreement that was effective as of June 29, 2020.
The Letter Agreement provides that Mr. Carey's employment shall continue until
the Company's annual shareholders' meeting in 2022 and shall be extended by
mutual agreement of the Board of Directors of the Company (the "Board") and
Mr. Carey for successive periods thereafter between each of the Company's annual
shareholders' meetings (the period of actual employment, the "Term"). The Letter
Agreement further provides that Mr. Carey's employment thereunder may be
terminated at any time: (i) by Mr. Carey, for any or no reason, on 30 days'
prior written notice to the Company (which the Company may, in its sole
discretion, make effective as a resignation earlier than the termination date
provided in such notice), (ii) by the Company, at any time with or without cause
by written notice to Mr. Carey, at the election of the Board, and (iii) by the
Company, at any time with or without cause by written notice to Mr. Carey, due
to his failure to be re-elected as a member of the Board by the Company's
shareholders. Pursuant to the Letter Agreement, if either Mr. Carey or the
Company provides notice of termination pursuant to either the foregoing clause
(i) or clause (ii), Mr. Carey has agreed to offer his resignation as a member of
the Board effective concurrent with the termination of the Term, which
resignation may or may not be accepted by the Board in its sole discretion.
The Letter Agreement provides that Mr. Carey will (i) receive an annual base
salary of $700,000, (ii) receive an annual award consisting of a combination of
restricted stock units and performance share units, the combination having an
aggregate grant date fair value of $700,000, and (iii) be reimbursed for
business expenses. Pursuant to the Letter Agreement, Mr. Carey's compensation
will be reviewed annually by the Compensation Committee of the Board, but his
base salary and equity compensation will not be reduced. The Letter Agreement
does not provide eligibility for an annual bonus or other employment benefits
generally available to other executives of the Company.
Pursuant to the Letter Agreement, Mr. Carey is also subject to certain
confidentiality provisions and has agreed to return all of the Company's and its
affiliated entities' property to the Company upon the termination of the Term.
The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
(a) On October 27, 2021, the Company held its 2021 Annual Meeting of
Shareholders (the "Annual Meeting").
(b) At the Annual Meeting, the Company's shareholders elected Emma S. Battle,
Robert J. Bishop, Albert P. Carey, Archibald Cox, Jr., Edmund M. Ingle, Kenneth
G. Langone, Suzanne M. Present, Rhonda L. Ramlo, and Eva T. Zlotnicka to serve
for a term of one year or until their successors are duly elected and
qualified. However, at the Annual Meeting, James M. Kilts received a greater
number of votes "against" his election than votes "for" his
election. Accordingly, pursuant to the Company's Amended and Restated By-laws,
Mr. Kilts was deemed to have tendered to the Board his resignation as a
director. In accordance with the process set forth in the Company's Amended and
Restated Bylaws, the Board (without the participation of Mr. Kilts), after
considering whether to accept Mr. Kilt's resignation, rejected such resignation.
The Board noted that Mr. Kilts has served as an integral member of the Board
since 2016, and the Board believes that his strategic experience, acumen, and
expertise provide valuable insights for the Company's leadership. Since Mr.
Kilts' resignation was not accepted by the Board, Mr. Kilts will continue to
serve as a director until the Company's 2022 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.
At the Annual Meeting, the Company's shareholders also (i) approved, on an
advisory basis, the Company's named executive officer compensation in fiscal
2021; (ii) approved the Unifi, Inc. Employee Stock Purchase Plan; and
(iii) ratified the appointment of KPMG LLP to serve as the Company's independent
registered public accounting firm for fiscal 2022. Each of these proposals is
further described in the Company's definitive proxy statement on Schedule 14A
filed with the United States Securities and Exchange Commission on September 2,
2021.
The final voting results for each of the proposals submitted to the Company's
shareholders at the Annual Meeting are as follows:
1. Election of directors:
Votes Votes Broker
Nominee For Against Abstentions Non-VotesEmma S. Battle 14,085,795 39,634 22,509 1,465,232
Robert J. Bishop 14,085,759 35,306 26,873 1,465,232
Albert P. Carey 14,043,020 81,519 23,399 1,465,232
Archibald Cox, Jr. 13,924,080 201,349 22,509 1,465,232
Edmund M. Ingle 14,081,744 42,595 23,599 1,465,232
James M. Kilts 6,271,490 7,853,049 23,399 1,465,232
Kenneth G. Langone 13,998,826 126,510 22,602 1,465,232
Suzanne M. Present 14,080,694 41,368 25,876 1,465,232
Rhonda L. Ramlo 14,095,784 29,552 22,602 1,465,232
Eva T. Zlotnicka 14,072,612 52,734 22,592 1,465,232
2. Advisory vote to approve the Company's named executive officer compensation
in fiscal 2021:
Votes Votes Broker
For Against Abstentions Non-Votes
13,997,545 142,202 8,191 1,465,232
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3. Approval of the Unifi, Inc. Employee Stock Purchase Plan:
Votes Votes Broker
For Against Abstentions Non-Votes
14,095,359 29,555 23,024 1,465,232
4. Ratification of the appointment of KPMG LLP to serve as the Company's
independent registered public accounting firm for fiscal 2022:
Votes Votes Broker
For Against Abstentions Non-Votes
15,543,786 65,720 3,664 0
Item 8.01.Other Events.
On October 28, 2021, the Company issued a press release announcing the election
of Rhonda L. Ramlo to the Board. A copy of the press release is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Letter Agreement by and between Unifi, Inc. and Albert P. Carey,
10.1* effective as of October 27, 2021.
99.1 Press Release of Unifi, Inc. dated October 28, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
* Indicates a management contract or compensatory plan or arrangement.
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UNIFI, INC. 
