Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) United Natural Foods, Inc. (the “Company”) has appointed Sean F. Griffin, currently the chief executive officer of its SUPERVALU business, to the additional role of Chief Operating Officer of the Company, effective April 22, 2019. Prior to the acquisition of SUPERVALU INC. in October 2018, Mr. Griffin, 60, served as our Chief Operating Officer from September 2014, as our Senior Vice President, Group President from June 2012 to September 2014 and as our Senior Vice President, National Distribution from January 2010 to June 2012.
On November 5, 2018, the Company entered into an employment agreement with Mr. Griffin with the compensation arrangements described therein effective as of October 22, 2018. Such employment agreement was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2018. The compensation arrangements under such agreement are still in effect and will not change at this time in connection with the additional appointment described in this Current Report.
Other executive officers reporting to Mr. Griffin will be Christopher P. Testa, President and Chief Marketing Officer and Paul S. Green, Chief Supply Chain Officer.
With this latest appointment, the Company’s leadership team is as follows:
Steven L Spinner—Chairman and Chief Executive Officer
Michael P. Zechmeister—Chief Financial Officer
Sean F. Griffin—Chief Executive Officer of SUPERVALU and Chief Operating Officer
Christopher P. Testa—President and Chief Marketing Officer
Jill E. Sutton—Chief Legal Officer, General Counsel and Corporate Secretary
Danielle Benedict—Chief Human Resources Officer
Paul S. Green—Chief Supply Chain Officer
Eric A. Dorne—Chief Administrative Officer and Chief Information Officer
(d) On April 22, 2019, the Board of Directors of the Company elected James Muehlbauer as a member of the Board effective April 22, 2019. Mr. Muehlbauer will stand for re-election at the Company’s 2019 annual meeting of stockholders. Mr. Muehlbauer was appointed to serve as a member of the Audit Committee and Nominating and Governance Committee of the Board of Directors.
The Board has determined that Mr. Muehlbauer is an “independent director” and that he satisfies the independence requirements for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and in accordance with the rules of the New York Stock Exchange. In addition, the Board has determined that Mr. Muehlbauer qualifies as an “audit committee financial expert,” as defined in Item 401(h) of Regulation S-K. There are no arrangements or understandings between Mr. Muehlbauer and any other person pursuant to which he was appointed as a director, nor have there been any transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which Mr. Muehlbauer had or has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Muehlbauer will receive a pro rata amount of the standard non-employee director compensation ($90,000 Board Member annual cash retainer and $162,000 Board Member annual equity retainer).