UNITED NATURAL FOODS INC (Form: 8-K, Received: 03/04/2021 07:11:11)

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): March 3, 2021


UNITED NATURAL FOODS, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-15723 (Commission File Number)	05-0376157 (IRS 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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	UNFI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 3, 2021, United Natural Foods, Inc., a Delaware corporation (the “Company”) and Whole Foods Market Distribution, Inc. entered into an amendment (the “Amendment”) to their distribution agreement dated October 30, 2015 (the “Distribution Agreement”). The Amendment extends the term of the Distribution Agreement from September 28, 2025 to September 27, 2027.

Except as described above, all of the other material terms of the Distribution Agreement remain unchanged and in full force and effect. The foregoing description of the Amendment in this Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the Amendment issued by the Company on March 4, 2021 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the 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

10.1						First Amendment to Agreement for Distribution of Products, dated March 3, 2021, between the Registrant and Whole Foods Market Distribution, Inc.
99.1						Press Release of United Natural Foods, Inc. dated March 4, 2021
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ John W. Howard
Name: John W. Howard
Title: Chief Financial Officer

Date: March 4, 2021

Exhibit 10.1

FIRST AMENDMENT TO AGREEMENT FOR DISTRIBUTION OF PRODUCTS

This First Amendment to Agreement for Distribution of Products (this “Amendment”) is entered into between Whole Foods Market Distribution, Inc., a Delaware corporation (“WFM”), and United Natural Foods, Inc., a Delaware corporation (“UNFI”), as of March 3, 2021.

RECITALS:

A.WFM and UNFI entered into that certain Agreement for Distribution of Products dated October 30, 2015 (the “Distribution Agreement”).

B.WFM and UNFI desire to amend the Distribution Agreement to extend the Term as set forth herein.

AGREEMENT:

For good and valuable consideration, the receipt and sufficiency of which WFM and UNFI hereby acknowledge, WFM and UNFI agree as follows:

1.Recitals. The Recitals are incorporated into and made a part of this Amendment by reference.

2.Term. Effective as of the date of this Amendment, Section 1 of the Distribution Agreement is hereby terminated in its entirety and replaced with the following:

1. Term.

(a) This Agreement shall commence as of September 28, 2015 (the “Effective Date”) and expire on September 27, 2027 (the “Term”).

3. Exhibit A. Effective as of the date of this Amendment, Exhibit A to the Distribution Agreement is hereby updated to conform to the Term of the Distribution Agreement.

4. Incorporation of Terms. The terms of this Amendment shall be fully incorporated into the terms of the Distribution Agreement, which shall be modified as set forth herein.

5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The execution and delivery of this Amendment may be evidenced by electronic transmission of a signed copy of this Amendment and each party consents to the use of electronic signatures.

IN WITNESS WHEREOF, WFM and UNFI have executed this Amendment as of the date first set forth above.

Whole Foods Market Distribution, Inc.

United Natural Foods, Inc.

By: /s/ Bart Beilman

By: /s/ Steven Spinner

Bart Beilman

Steven L. Spinner, CEO & Chairman

SVP of Supply Chain and Retail Ops

Exhibit 99.1

UNFI Extends Distribution Partnership with Whole Foods Market to September 2027

PROVIDENCE, Rhode Island – March 4, 2021 -- United Natural Foods, Inc. (NYSE: UNFI) ("UNFI") announced today that it has extended its primary wholesale grocery distribution relationship with Whole Foods Market, a wholly-owned subsidiary of Amazon.com, Inc. (NASDAQ: AMZN) by entering into an extension of the current distribution agreement. The term of the primary distribution agreement between the parties now runs until September 27, 2027.

“Since the onset of the COVID-19 pandemic, UNFI and Whole Foods have worked closely together to consistently deliver “better for you” foods to consumers throughout North America. This extension allows both companies to maintain focus on what is most important: continuing to meet the growing demand for healthy food at home as we navigate through the global pandemic,” said Steven L. Spinner, UNFI’s Chairman and Chief Executive Officer. “We look forward to continuing to play a very important role in the rapidly evolving foodscape and supply chain, while furthering our tradition of innovation, scale and efficiency.”

“UNFI plays a key role in ensuring Whole Foods Market is able to meet the growing demand for high quality products across our network of stores and facilities,” said Bart Beilman, Whole Food Market’s Senior Vice President of Supply Chain and Retail Operations. “We’re pleased to continue our strong and longstanding partnership with UNFI.”

About Whole Foods Market

For 40 years, Whole Foods Market has been the world’s leading natural and organic foods retailer. As the first national certified organic grocer, Whole Foods Market has more than 500 stores in the United States, Canada and the United Kingdom. To learn more about Whole Foods Market, please visit https://media.wholefoodsmarket.com.

About United Natural Foods

UNFI is North America's premier food wholesaler delivering the widest variety of products to customer locations throughout North America including natural product superstores, independent retailers, conventional supermarket chains, ecommerce retailers, and food service customers. By providing this deeper ‘full-store’ selection and compelling brands for every aisle, UNFI is uniquely positioned to deliver great food, more choices, and fresh thinking to customers everywhere. Today, UNFI is the largest publicly-traded grocery distributor in America. To learn more about how UNFI is Moving Food Forward, visit www.unfi.com.


INVESTOR CONTACT:
Steve Bloomquist
Vice President, Investor Relations
952-828-4144