United Natural Foods (UNFI) Appoints Lynn Blake, James “Jim” Loree and James C. Pappas to Board as Part of Transformation Plan to Drive Shareholder Value Creation

September 26, 2023 6:56 AM EDT

United Natural Foods, Inc. (NYSE: UNFI) (the “Company” or “UNFI”) today announced the addition of three new members to its Board of Directors (“Board”) as part of the Company’s ongoing customer and supplier focused transformation plan and commitment to strong corporate governance and shareholder value creation. Effective September 28, 2023, Lynn Blake, James “Jim” Loree and James C. Pappas will join UNFI’s Board as new independent directors. In addition, in connection with a Cooperation Agreement UNFI entered with JCP, the Board will also oversee a financial review designed to enhance the Company’s performance and drive shareholder value creation. Both actions are aimed at accelerating UNFI’s transformation and positioning the Company for both near- and long-term success.

The appointment of the three new independent directors reflects UNFI’s commitment to ongoing Board refreshment and shareholder engagement. Collectively, these new directors bring decades of experience in investment management, business strategy, finance, digital innovation, and technological transformation. With these appointments, UNFI’s Board will temporarily increase to 14 directors, 13 of whom are independent under the Company’s director independence standards, before reducing back to 11 members effective at the upcoming 2024 Annual Meeting. In the Company’s upcoming proxy statement, the Board will recommend 11 nominees to stand for election at the 2024 Annual Meeting of Stockholders, consisting of the three new directors and eight other nominees, who are current directors, to be selected by the Board.

Jack Stahl, Chairman of UNFI’s Board, said: “As we accelerate our transformation plan, seek to drive ever higher service levels for our customers and suppliers, and enhance shareholder value creation, we look forward to benefitting from the unique skills and perspectives these three highly experienced new directors add to the vast sector, operating, and governance experience of our existing directors.

“Lynn is a seasoned investor who will play a pivotal role in the Board’s capital allocation and investment decisions and the Company’s broader efforts to enhance shareholder value, and who will also benefit our sustainability-focused business initiatives by virtue of her five-year tenure as a member of the Sustainability Accounting Standards Board’s (SASB) investment advisory group. Jim is a proven executive and public company director with extensive experience overseeing periods of rapid growth and strategic transformation at Stanley Black & Decker. And James’ input and insight in the areas of strategy, capital allocation and corporate governance, combined with his deep knowledge of our sector, have already been extremely valuable. We expect each of them to make significant immediate contributions to our Board as we create and deliver sustained value for shareholders and all stakeholders.”

The Board-led review will focus on evaluating and optimizing the Company’s financial position. This will include an evaluation of approaches to unlock and best prioritize financial resources to support the Company’s strategy, continue to strengthen the balance sheet, and create long-term value for shareholders. Findings will be shared with our stakeholders as they become available.

Sandy Douglas, Chief Executive Officer of UNFI, commented: “Our Board and management team believe that the transformation plan we previously shared will deliver value for UNFI shareholders through unifying and modernizing our systems, enhancing digital offerings to meet new omnichannel trends, automating and optimizing supply chain capabilities, and delivering profitable growth. Further, we are taking decisive action to right size our cost structure. Alongside these step-change improvements to our business, we believe there may be additional actionable opportunities to focus our operations and create further value for shareholders. Our Board is committed to looking at these areas as we continue to move forward with our transformation into a technology-enabled food retail services company.”

Mr. Pappas, the founder and Managing Member of JCP, stated: “We appreciate the constructive dialogue we have maintained with UNFI over the past several months and are pleased to have come to this agreement with UNFI in connection with the refreshment of the Board with new, independent shareholder representatives. With UNFI’s leading position in the grocery food distribution market, substantial assets and consistent free cash flow, the Company has significant opportunities to create long term shareholder value. As a director, I look forward to being a part of the Board-led review and assisting with the Company’s transformation efforts as the refreshed Board helps set UNFI on the path to meaningful shareholder value creation.”

The Company’s complete Cooperation Agreement with JCP, which includes certain customary standstill, voting, and other provisions, will be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 8-K.

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