United Natural Foods Inc. has granted to CEO J. Alexander Miller Douglas an inducement time-based restricted stock unit award covering a total of 17,286 shares of common stock of UNFI. It also includes an inducement performance-based restricted stock unit award covering a total of 25,929 shares of common stock of UNFI.
The RSU will vest in three equal annual installments, beginning on the first anniversary of the date of grant. The PSU will vest on the third anniversary of the date of grant in an amount between 0 percent and 200 percent of the number of shares covered by the award, based on achievement against pre-established performance targets.
The RSU and PSU were awarded pursuant to Douglas’ previously announced appointment, with the number of shares determined based on the market price on the date of grant, as described in the company’s Form 8-K filed on July 28. The RSU and PSU were approved by the company’s Compensation Committee as an inducement grant in reliance on the employment inducement exemption under Rule 303A.08 of the New York Stock Exchange Listing Standards. This announcement is being made pursuant to the requirements of Rule 303A.08.
The terms of the RSU and PSU awarded to Douglas are substantially the same as those of other RSUs and PSUs granted to other UNFI employees, with the exception of the years of service required to qualify for retirement treatment, which is six years for Douglas rather than the 10 years required under UNFI’s Amended and Restated 2020 Equity Incentive Plan and Retirement Policy. The RSU and PSU were not issued under the plan but will be governed by the terms of such plan as if they were so issued.
Providence, Rhode Island-based 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, e-commerce retailers and food service customers. Today, UNFI is the largest publicly-traded grocery distributor in America.