Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Ms. Horvath , 50, has served as the Company's Chief Supply Chain Transformation Officer sinceOctober 2022 . Prior to joining the Company,Ms. Horvath spent 17 years at AmerisourceBergen Corporation ("AmerisourceBergen"), a global pharmaceutical wholesale company, most recently serving as Chief Transformation Officer. During her time at AmerisourceBergen,Ms. Horvath served in roles of increasing responsibility, including President, Distribution Services from 2019 to 2021 and Senior Vice President, Distribution Services from 2017 to 2019. Prior to working at AmerisourceBergen,Ms. Horvath served as a management consultant atSmart and Associates , a business consulting firm, and atArthur Anderson Business Consulting . She also gained experience in distribution and operations atMcMaster-Carr Supply Company and theU.S. Department of the Navy as a contract specialist. She currently serves as a board member for theAndy Talley Bone Marrow Foundation .Ms. Horvath holds a bachelor's degree in Business Administration fromGeorge Washington University and an MBA fromVillanova University . In connection withMs. Horvath's appointment as the Company's Chief Operating Officer, she will receive an annual base salary of$600,000 and an annual cash bonus with a value of 100% of her base salary based on achievement of certain fiscal year goals and objectives beginning with the 2023 fiscal year.Ms. Horvath's annual equity award will be targeted at$1,300,000 beginning with the fiscal 2024 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. EffectiveMarch 20, 2023 , the Company entered into a Severance Agreement, a Change in Control Agreement and an Indemnification Agreement withMs. Horvath , each of which is substantially consistent with the agreements entered into with the Company's other similarly situated executive officers. A summary of the material terms of the form of Severance Agreement is included in the Company's Current Report on Form 8-K filed onSeptember 27, 2022 , and a copy of the form of Severance Agreement is filed with the Company's Annual Report on Form 10-K filed onSeptember 27, 2022 , 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/A filed onNovember 8, 2018 , each of which is incorporated herein by reference. A summary of the material terms of the form of Indemnification Agreement is included in the Company's Current Report on Form 8-K filed onNovember 8, 2018 , and a copy of the form of Indemnification Agreement, with certain immaterial cleanup updates, is filed with the Company's Annual Report on Form 10-K filed onSeptember 28, 2021 , each of which is incorporated herein by reference.
There are no transactions involving the Company and
Item 7.01 Regulation FD Disclosure.
OnMarch 22, 2023 , the Company issued a press release (the "Press Release") announcing the management appointment described above in Item 5.02 and the appointment of Louis Martin, the Company's Chief Strategy and Transformation Officer, to the new role of President, Wholesale, also effectiveMarch 20, 2023 . A copy of the Press Release 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 Form of Amended and Restated Severance Agreement
(Incorporated by reference
to Exhibit 10.44 to the Company's Annual Report on Form 10-K filed with the 10.1Securities and Exchange Commission onSeptember 27, 2022 ) Form of Second Amended and Restated Change in Control Agreement (Incorporated by reference to Exhibit 10.4 to the
Company's Current Report on
Form 8-K/A filed with theSecurities and Exchange Commission onNovember 8 , 10.2 2018) Form of Indemnification Agreement (Incorporated
by reference to Exhibit
10.36 to the Company's Annual Report on Form 10-K filed with the Securities 10.3 andExchange Commission onSeptember 28, 2021 ) 99.1 Press Release ofUnited Natural Foods, Inc. datedMarch 22, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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