23/11/2021 - United Natural Foods Inc.: FY 2021 Proxy

Letter from Our CEO

Dear Stockholders,

I am honored to be the new CEO of UNFI and to help execute on our Fuel the Future strategy to support our customers, expand and grow our services business, technologies and brands, focus on our people and optimize our supply chain network and retail banners. I have great confidence in the strength of our team and the opportunities ahead.

Fuel the Future. Fuel the Future is our blueprint for our next phase of growth. From our strong foundation, we are poised to elevate our business and deliver even more for our customers - with a focus on new ways of engaging our customers to support their brand strength and market positioning. Our mission is about making our customers stronger, our supply chain better and our food solutions more inspired. Our new strategic plan is squarely aimed at delivering upon our mission and vision through our corresponding values for us and our customers, with the cornerstone of doing the right thing and putting safety at the forefront. I am excited to be a part of the leadership team working toward achieving these strategic goals.

Diversity and Inclusion. We recognize that we have an important role to play in making our world and our Company a more equal and inclusive place. To that end, in the last year, our diversity and inclusion office has implemented policies and procedures that drive accountability and results, as we build-out metrics and best practices that are engrained in the way we do business. We are also committing to increase our spending with diverse owned suppliers and vendors and providing grants to support food justice in underserved communities through the UNFI Foundation. Additionally, we are committed to electing diverse candidates to our Board because we believe that creating a diverse and inclusive environment at UNFI starts at the top.

Dedication to Strong Corporate Governance Practices and ESG. Our commitment to doing things the right way remains steadfast. We are committed to being good stewards of our planet, our communities and our people through tangible action. In early 2021, we launched Better for All, our environmental, social and governance plan aligned to three pillars: building Better for Our World, Our Communities and Our People. Better for All focuses on six key priorities: climate action, waste reduction, food safety, food access, associate safety and wellbeing and diversity and inclusion. To track our progress against each of these areas, UNFI has established goals and commitments, which are set forth in our 2020 ESG Report, available on our website at www.betterforall.unfi.com.

In conclusion, I am very excited to have joined UNFI. I am proud and grateful for all of the incredible work of our front-line associates, as well as our corporate support teams during the pandemic and other challenges we faced. We are on a journey to Fuel the Future, together. On behalf of our Board of Directors, and everyone at UNFI, thank you for your continued support of this great Company.

Sincerely,

Sandy Douglas

Chief Executive Officer

Please vote. Stockholders may vote through the Internet, by telephone or by mail. Please refer to your proxy card or the notice of proxy availability distributed to you on or about November 23, 2021 for information on how to vote through the Internet, by telephone or by mail.

Notice of Annual Meeting of Stockholders

Meeting Information

Tuesday, January 11, 2022, 4:00 p.m. EST, with log-in at 3:45 p.m. EST.

You may attend our annual meeting of stockholders in January 2022 (Annual Meeting) through the Internet by virtual web conference at www.virtualshareholdermeeting.com/unfi2022. The meeting will be a virtual-only meeting, consistent with the three prior years. We believe the virtual meeting allows greater access for stockholders to participate in the meeting, hear from Management and ask questions than an in-person meeting in one geographic location.

Items to be Voted on

1. The election of ten nominees as directors to serve until the next annual meeting of stockholders.
2. The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending July 30, 2022.
3. The approval, on an advisory basis, of our executive compensation.
4. Consideration of such other matters as may properly come before the meeting or any adjournments or postponements thereof.

Record Date

Only stockholders of record on our books at the close of business on Monday, November 15, 2021, will be entitled to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Proxy Voting

Your vote is important. If you do not attend the Annual Meeting, we encourage you to vote your shares through the Internet, by telephone or by completing, dating, signing and promptly returning your proxy card to us in the envelope provided. The proxy materials provide you with details on how to vote by these three methods. If you decide to attend the Annual Meeting through the Internet, you may revoke your proxy and cast your vote during the meeting.

Proxy Materials

In accordance with rules approved by the Securities and Exchange Commission, we furnish proxy materials to our stockholders over the Internet. On or about November 23, 2021, we mailed to all stockholders of record as of the close of business on November 15, 2021, a notice containing instructions on how to access our Annual Report to Stockholders, which contains our audited consolidated financial statements for the fiscal year ended July 31, 2021; our proxy statement; proxy card; and other items of interest to stockholders on the Internet website indicated in our notice, at www.proxyvote.com, as well as instructions on how to vote your shares of common stock in connection with the Annual Meeting. That notice also provided instructions on how you can request a paper copy of our proxy materials and Annual Report to Stockholders if you desire.

By Order of the Board of Directors,

Jill E. Sutton, Esq.

Chief Legal Officer, General Counsel and Corporate

Secretary

November 23, 2021

Table of Contents

Forward Looking Statements

This proxy statement contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from our expectations, estimates and projections, and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might," "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to our future performance and the drivers of that performance. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside our control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the impact and duration of the COVID-19 pandemic; (2) labor and other workforce shortages and challenges; (3) our dependence on principal customers and material changes in our customers relationships; (4) our ability to recognize the anticipated benefits of our acquisitions and strategic initiatives, including the acquisition of SUPERVALU INC. (Supervalu), which may be affected by, among other things, increased competition in our industry and our ability to grow and manage growth profitably and retain key employees;

1. our ability to optimize our network of distribution centers to serve our customers and retain existing customers; and (6) other risks and uncertainties identified in our filings with the Securities and Exchange Commission (SEC). More information about other potential factors that could affect our business and financial results is included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended July 31, 2021 filed with the SEC.

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