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1.	To elect eight nominees as directors to serve until the 2018 annual meeting of stockholders.

2.	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending July 28, 2018.

3.	To approve, on an advisory basis, our executive compensation.

4.	To approve the amendment and restatement of the United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan.

5.	To approve, on an advisory basis, the frequency of advisory approval of our executive compensation.

6.	To consider a stockholder proposal regarding stockholder approval of certain future severance agreements, if properly presented at the annual meeting.

7.	To consider a stockholder proposal regarding a decrease to the ownership threshold for stockholders to call a special stockholder meeting, if properly presented at the annual meeting.

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•	by completing, signing, dating and returning your proxy card by mail, if you request a paper copy of the proxy materials;

•	by written ballot at the annual meeting;

•	by making a toll-free telephone call within the United States or Canada using a touch-tone telephone to the toll-free number provided on your Notice of Proxy Availability; or

•	by voting on the Internet. To vote on the Internet, go to the website address indicated on your Notice of Proxy Availability to complete an electronic proxy card prior to the annual meeting. You will be asked to provide the control number from the Notice of Proxy Availability. You may also vote on the Internet while attending the meeting virtually through the Internet.

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•	Any stockholder as of the Record Date can attend the annual meeting in person or virtually through the Internet at www.virtualshareholdermeeting.com/unfi2017.

•	Meeting starts at 4:00 p.m. eastern standard time.

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•	If attending the annual meeting virtually through the Internet, please have your 16-digit control number provided on your Notice of Proxy Availability to enter the annual meeting.

•	If you hold your shares in street name and wish to vote at the annual meeting in person, you must obtain a legal proxy from your broker, bank or nominee and bring that proxy to the meeting.

•	Stockholders may vote and, subject to any rules of the meeting, submit questions while attending the annual meeting in person or through the Internet.

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/unfi2017.

•	Webcast replay of the annual meeting will be available at www.virtualshareholdermeeting.com/unfi2017 until December 13, 2018.

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(1)	The address for each listed director and executive officer is c/o United Natural Foods, Inc., 313 Iron Horse Way, Providence, Rhode Island 02908. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(2)

The number of shares of common stock beneficially owned by each stockholder is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power and also any shares which a person has the right to acquire within 60 days after October 16, 2017 through the vesting and/or exercise of any equity award or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person named in the table has sole voting power and investment power (or shares such power with his or her spouse) with respect to all shares of common stock listed as owned by such person.

(3)

The shares of common stock shown in the table include the following numbers of shares that are issuable upon the exercise of stock options and that are exercisable within 60 days following October 16, 2017: Mr. Spinner—102,089; Mr. Funk—12,625; Mr. Heffernan—11,970; Mr. Roy—11,970; Mr. Griffin—24,825; Mr. Zechmeister—16,515; Mr. Dorne—16,815; Mr. Green—2,843; all directors and executive officers as a group—257,037.

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(4)

Beneficial ownership information based solely on a Schedule 13G/A filed with the SEC on February 14, 2017 by FMR LLC. FMR LLC reported sole voting power with respect to 902,932 shares and sole dispositive power with respect to 5,648,165 shares. Includes shares beneficially owned by FIAM LLC, Fidelity Institutional Asset Management Trust Company, FMR Co., Inc., and Strategic Advisers, Inc. FMR Co., Inc. beneficially owns 5% or greater of the outstanding shares reported on the Schedule 13G/A. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.

(5)	Beneficial ownership information based solely on a Schedule 13G/A filed with the SEC on February 8, 2017 by BlackRock, Inc. BlackRock, Inc. reported sole voting power with respect to 4,984,321 shares and sole dispositive power with respect to 5,099,833 shares.

(6)

Beneficial ownership information based solely on a Schedule 13G/A filed with the SEC on February 10, 2017 by The Vanguard Group, Inc. The Vanguard Group, Inc. reported sole voting power with respect to 59,469 shares, shared voting power with respect to 5,199 shares, sole dispositive power with respect to 3,991,831 shares and shared dispositive power with respect to 62,085 shares. Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., reported beneficial ownership of 56,886 shares as a result of VFTC's serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The Vanguard Group, Inc., reported beneficial ownership of 7,782 shares as a result of VIA's serving as investment manager of Australia investment offerings.

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The Board has adopted clear corporate governance principles, which are reviewed annually and were most recently revised in March 2016, that outline the roles and responsibilities of the Board and its committees and establish policies regarding governance matters such as Board meetings and communications, performance evaluations of the Board and our Chief Executive Officer, stock ownership guidelines, and director orientation and continuing education;

•	Each member of our Board is elected annually to a one-year term;

•	A majority of the members of the Board are independent within the NASDAQ listing standards' definition, and the Board makes an affirmative determination regarding the independence of each director annually;

•	All members of the Board's standing committees—the Audit Committee, the Compensation Committee and the Nominating and Governance Committee—are independent within the NASDAQ listing standards' definition and applicable SEC rules and regulations;

•	The independent members of the Board meet regularly without the presence of management;

•	We have designated an independent director to serve as our "Lead Independent Director" to coordinate the activities of the other independent members of the Board;

•	We have a clear code of business conduct and ethics that applies to our principal executive officers and all members of our finance department, including our principal financial officer and principal accounting officer;

•	The charters of the Board's committees clearly establish their respective roles and responsibilities;

•	The Compensation Committee has considered whether any of the Compensation Committee's consultants have any relationships with us or our directors or executive officers that would call into question the consultant's independence or constitute a conflict of interest; and

•	The Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal controls or auditing matters.

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•	Serving as a liaison between the Chair of the Board, independent directors, and the President and Chief Executive Officer;

•	Recommending to the Board the membership of the Board's committees, and recommending to the Chair of the Board the retention of advisers and consultants who report directly to the Board;

•	Advising and assisting the chairs of the Board’s committees in fulfilling such individuals’ roles and responsibilities;

•	Advising the Chair of the Board as to an appropriate schedule of and agenda for the Board's meetings and ensuring the Board's input into the agenda for the Board's meetings; and

•	Serving as the Chair for executive sessions of the Board's independent directors and acting as Chair of the Board's regular and special meetings when the Chair is unable to preside.

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•	Our overall compensation levels are competitive with the market.

•	Our core compensation mix for fiscal 2017 was balanced among (i) fixed components like salary and benefits, (ii) annual incentives that reward total Company financial performance and individual performance, and (iii) a portfolio approach for stock awards with a mix of performance share units and time-based vesting restricted stock units.

•

Time-based vesting equity awards for the Named Executive Officers under our core program were granted with a grant date fair value equal to the sum of approximately one-half of the total grant date fair value of the core long-term equity based compensation awarded in fiscal 2017, to our Named Executive Officers other than Mr. Spinner, excluding one-time, special retention awards given to Messers. Zechmeister, Dorne, and Green (each of whom received special time-based vesting restricted stock unit awards during fiscal 2017) and Messers. Spinner and Griffin (each of whom received special performance-based vesting restricted stock unit awards during fiscal 2017). Within our core program, Mr. Spinner’s time-based vesting equity awards made up approximately 25% of the grant date fair value of his equity-based awards for fiscal 2017.

•

Equity awards issued as part of our core executive compensation program were generally delivered equally in the form of time-based vesting restricted stock units and performance-based vesting restricted stock units (or, in the case of Mr. Spinner, with performance awards making up almost 75% of his core awards) which align the interests of our executive officers to long-term stockholder interests.

•	A significant portion of our executive compensation is tied to how our stock performs over multiple years. Time-based vesting equity awards to employees generally have graded vesting with 25% of the grant vesting on each anniversary of the grant date. This minimizes the benefit of a temporary increase in stock price.

•	With the exception of awards made to our Directors, with the exception of Mr. Spinner, all equity awards issued as part of our core executive compensation program contain a vesting requirement of at least one year.

•	Our equity based incentive programs are based on a sliding scale with amounts interpolated between threshold, target and stretch performance metrics rather than "all or none" awards. These awards can typically vest at a value of up to 200% of the grant date value if the stretch performance targets are achieved.

•	The Compensation Committee has discretion to reduce performance-based awards when it determines that such adjustments would be appropriate based on the Company's interests and the interests of our stockholders.

•	Payouts for awards under our Annual Cash Incentive Plan are tiered based on threshold, target, and stretch goals and the payout of these annual cash incentives and vesting of performance units are based on results included in, or derived from, the audited consolidated financial statements.

•	Executive officers are subject to our executive stock ownership guidelines as described in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Other Programs, Policies and Considerations and all non-employee directors

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•	Equity awards and cash-based incentive plan awards are subject to our Recoupment Policy as described in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Other Programs, Policies and Considerations.

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Personal characteristics. The Nominating and Governance Committee considers the personal characteristics of each nominee, including the nominee's integrity, accountability, ability to make informed judgments, financial literacy, professionalism and willingness to meaningfully contribute to the Board (including by possessing the ability to communicate persuasively and address difficult issues). In addition, the Nominating and Governance Committee evaluates whether the nominee's previous experience reflects a willingness to establish and meet high standards of performance, both for him or herself and for others.

•

Core Competencies. The Nominating and Governance Committee considers whether the nominee's knowledge and experience would contribute to the Board's achievement of certain core competencies. The Nominating and Governance Committee believes that the Board, as a whole, should possess competencies in accounting and finance, business judgment, management best practices, crisis response, industry knowledge, leadership, strategy and vision.

•	Board Independence. The Nominating and Governance Committee considers whether the nominee would qualify as "independent" under SEC rules and NASDAQ listing standards.

•

Director Commitment. The Nominating and Governance Committee expects that each of our directors will prepare for and actively participate in meetings of the Board and its committees, provide advice and counsel to our management, develop a broad knowledge of our business and industry and, with respect to an incumbent director, maintain the expertise that led the Nominating and Governance Committee to initially select the director as a nominee. The Nominating and Governance Committee evaluates each nominee on his or her ability to provide this level of commitment if elected to the Board.

•

Additional Considerations. Each nominee also is evaluated based on the overall needs of the Board and the diversity of experience he or she can bring to the Board, whether in terms of specialized knowledge, skills or expertise. Although we do not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating and Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee our businesses.

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in the case of an annual meeting, no earlier than 120 days and no later than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if (A) the annual meeting is not within 30 days before or after such anniversary date, or (B) no annual meeting was held during the preceding year, to be timely the stockholder notice must be received no later than the tenth day after the day on which notice of the date of the meeting was mailed or public disclosure of the date of such meeting is first made, whichever occurs first; and

•	in the case of a nomination of a person or persons for election to the Board of Directors at a special meeting of the stockholders called for the purpose of electing directors, no earlier than 120 days before such special meeting and no later than 90 days before such special meeting or, if later, the tenth day after the day on which public disclosure of the date of such meeting is first made.

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•	Annual cash retainer of:

•	$52,000 for serving as the Lead Independent Director (without duplication for serving as director);

•	$30,000 for serving as a director;

•	$15,000 for serving as the chair of the Audit Committee;

•	$8,000 for serving as chair of the Compensation Committee; and

•	$8,000 for serving as chair of the Nominating and Governance Committee.

•	Quarterly cash retainer of:

•	$6,500 per quarter for serving as a director in lieu of separate meeting fees;

•	Annual equity grants of restricted stock units having a value, based on the stock price on the date of grant, of (without duplication):

•	$162,000 for serving as a director;

•	$190,000 for serving as chair of the Audit Committee; and

•	$236,000 for serving as Lead Independent Director

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(1)	This column shows the amount of cash compensation earned in fiscal 2017 for service on the Board and its committees.

(2)

The amounts contained in this column represent the grant date fair value for the restricted stock units (including those which are not yet vested) granted in fiscal 2017 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation ("ASC 718"). The grant date fair value for restricted stock units is calculated using the intrinsic value method based on the closing price of our common stock on the NASDAQ Global Select Market on the date of grant. At July 29, 2017, no director other than Mr. Spinner had any unvested restricted stock units outstanding.

(3)	At July 29, 2017, the directors had options to purchase the following number of shares of common stock: Mr. Artz—none; Ms. Bates—none; Ms. Clark—none; Ms. Dufresne—none; Mr. Funk—12,625 shares; Ms. Graham—none; Mr. Heffernan—14,630 shares; and Mr. Roy—14,630 shares.

(4)

As of July 29, 2017, two of our non-employee directors, Ms. Clark and Mr. Heffernan have elected to defer restricted stock units under the Deferred Compensation Plan. Deferred shares are valued at the current market price of our common stock, and therefore have no above market or preferential earnings. As of July 29, 2017, Ms. Clark is the only director to defer a portion of director fees paid in cash under the Deferred Compensation Plan. For fiscal 2017, Ms. Clark deferred $56,000 of her fees payable in cash.

(5)	The amount in this column represents the amount of cash compensation that Mr. Funk earned in fiscal 2017 in his capacity as our executive advisor. Mr. Funk does not receive any cash compensation for serving as a director.

(6)	Gail A. Graham was not nominated to stand for re-election at our 2016 annual meeting.

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•	President, Chief Executive Officer and Chairman (Steven L. Spinner);

•	Chief Financial Officer (Michael P. Zechmeister);

•	Chief Operating Officer (Sean F. Griffin);

•	Chief Administrative and Information Officer (Eric A. Dorne); and

•	President, Pacific Region (Paul S. Green).

•

For fiscal 2017, approximately 68% of total target compensation within our core program for our President, Chief Executive Officer and Chairman and approximately 50% of total target compensation for the other Named Executive Officers within our core program was performance-based and could be earned only upon the achievement of corporate and divisional or individual goals selected to motivate executives to achieve our corporate objectives and enhance stockholder value.

•	The compensation of our executives differs based on individual experience, role and responsibility and performance.

•	Portions of Named Executive Officers' incentive compensation are earned over different and overlapping time periods, ensuring that performance is not maximized during one period at the expense of other periods.

•	A significant portion of each Named Executive Officer's compensation is at risk of forfeiture in the event of conduct detrimental to us, termination of employment prior to vesting or a material negative restatement of our financial condition or operating results.

•

We have a recoupment (clawback) policy applicable to our executive officers, including the Named Executive Officers, which provides that if we file an amendment to our SEC reports to restate all or a portion of our financial statements within two years of filing the financial statements, all or a portion of any bonus or incentive compensation paid or granted after May 28, 2009 may be recouped by us at the sole discretion of the Board.

•	We have stock ownership guidelines (that we amended in September 2016) for Named Executive Officers and our other executive officers.

•	We have a formal policy under which we may not enter into new or amended agreements which provide for "gross ups" for excise tax obligations payable by our executives upon termination of employment following a change in control and we previously amended earlier agreements to remove these types of "gross ups" where they existed before our adoption of this policy.

•

Any benefits to be paid upon a change in control under the change in control agreements with our Named Executive Officers or the employment agreement with Mr. Spinner are "double trigger," which requires both a Change in Control and a termination of a Named Executive Officer by us for a reason other than Cause, death or disability or a resignation by the executive for Good Reason within one year of the date of the Change in Control.

•	Our Named Executive Officers participate in the same retirement, health, welfare and other benefits programs as all of our other executive officers.

•	From time to time we review and assess, with the assistance of management, potential compensation-related risks in our programs. Based on these assessments, we have concluded that our executive compensation program as it is currently designed does not encourage behaviors that would create risks reasonably likely to have a material adverse effect on us.

•	We have not repriced equity awards.

•	The Compensation Committee is comprised solely of independent directors.

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•	The Compensation Committee was advised by Semler Brossy, an independent compensation consultant, in fiscal 2017. The consultant was retained directly by the Compensation Committee and performed no other consulting or other services for us.

•	Attract individuals with the skills and culture necessary for us to achieve our business plan;

•	Motivate our executive talent;

•	Reward our executives fairly over time for performance that enhances stockholder value;

•	Retain those individuals who continue to ensure our success and culture; and

•	Instill a pay for performance work environment.

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•	Base salary;

•	Performance-based annual cash incentives;

•	Long-term equity-based incentive awards in the form of time-based vesting restricted stock units and performance-based vesting restricted stock units; and

•	Other compensation and benefits including minimal perquisites and participation in the Deferral Plans (as described in EXECUTIVE COMPENSATION TABLES—Nonqualified Deferred Compensation—Fiscal 2017 below) as well as participation in benefit plans generally available to all of our employees, such as participation in the 401(k) Plan.

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(1)	For each Named Executive Officer, fiscal 2016 base salaries were effective as of December 20, 2015 and fiscal 2017 base salaries were effective as of September 25, 2016.

•	maintain a ratio of total debt to EBITDA not to exceed 3.0x;

•	maintain compliance with our debt covenants under our credit facilities;

•	achieve a minimum level of GAAP earnings per diluted share of $1.00; and

•	fully fund a profit sharing program we instituted in fiscal 2016 to replace our Employee Stock Ownership Plan (“ESOP”).

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(1)	Details regarding the performance measures and the associated levels of performance payout percentage for each of our Named Executive Officers are included below.

(2)	Consolidated adjusted EBITDA for purposes of the performance-based annual cash incentive compensation represents net operating profit before non-operating expenses (interest expense, interest income, other expenses), depreciation, amortization, and the provision for taxes, plus or minus certain adjustments described in more detail below.

(3)	Adjusted return on invested capital for purposes of the performance-based annual cash incentive compensation represents net operating profit after income taxes, divided by the sum of total debt and stockholders' equity, plus or minus certain adjustments described in more detail below.

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(1)

In setting the performance metric applicable to Mr. Spinner based on strategic plan execution, the Compensation Committee based the performance metric on completing acquisition integration, reorganizing the regional sales team, and executing on shared service strategy. The Compensation Committee believed that Mr. Spinner made significant progress against these goals in fiscal 2017. Accordingly, the payout with respect to this metric was determined to be at "target" level of performance.

(2)

In setting the performance metric applicable to Mr. Spinner based on succession planning, we based the performance on results that were improvements over existing strategies and included specific identification of potential internal candidates to replace our Chief Executive Officer in an emergency scenario and in the longer term, the initiation of programs designed to further the development of these individuals and the hiring of an internal resource to further these individuals and others at all levels within the Company. The Compensation Committee believed that Mr. Spinner made significant progress against this challenging long-term strategic goal. Accordingly, the payout with respect to this metric was determined to be at "target" level of performance.

(1)

In setting the performance metric applicable to this goal, the Compensation Committee set the goal based on staffing and the deployment of a new shared service team. The Compensation Committee believed that Mr. Zechmeister made significant progress against this challenging long-term strategic goal. Accordingly, the payout with respect to this metric was determined to be at "target" level of performance.

(1)

In setting the performance metrics applicable to Mr. Griffin based on synergies achieved in fiscal 2017 related to the integration of certain acquisitions made in fiscal 2016 we based the performance metric on the amounts of synergies we anticipated we could generate when we consummated the acquisitions. Mr. Griffin exceeded expectations against this challenging goal. Accordingly, the payout with respect to this metric was determined to be at "stretch" level of performance.

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(1)

In setting the performance metric applicable to Mr. Dorne based on IT expenses, we based the performance metric on results that would provide a measurable cost savings compared to the prior year's results. For this performance metric, the "target" set for IT expenses as a percentage of consolidated net sales was approximately 0.865% and a target of approximately 0.779% was set for "stretch." For fiscal 2017, IT expenses as a percentage of net sales was approximately 0.843%. Accordingly, the payout with respect to this metric was determined to be between “target” and “stretch” level of performance.

(2)

In setting the performance metric applicable to this goal, the Compensation Committee set the goal based on progress toward our IT system conversions. We believe that one of the best indicators of how difficult a particular performance metric was to achieve is reflected in what level of payout the executive actually received with respect to the metric. The Compensation Committee believed that Mr. Dorne made notable progress against this challenging long-term strategic goal in fiscal 2017, but below target. Accordingly, the payout with respect to this metric was determined to be between "threshold" and "target" level of performance.

(1)

In setting the performance metrics applicable to Mr. Green based on performance of our Pacific Region, we considered historical levels of performance and based the performance metrics on results that were improvements over the prior year's results. We believe that one of the best indicators of how difficult a particular performance metric is to achieve is reflected in what level of payout the executive actually received with respect to that metric. For the performance metrics for which we have not disclosed targets, Mr. Green achieved "stretch" and slightly below "stretch" performance level for Pacific Region adjusted EBITDA as percentage of net sales and Pacific Region adjusted EBTIDA, respectively, and slightly above "threshold" performance level for Pacific Region net sales.

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any "person", including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates) is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of the Company representing the greater of 30% or more of the combined voting power of the Company's then outstanding securities;

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approval by the stockholders of the Company of a definitive agreement (1) for the merger or other business combination of the Company with or into another corporation if (A) a majority of the directors of the surviving corporation were not directors of the Company immediately prior to the effective date of such merger or (B) the stockholders of the Company immediately prior to the effective date of such merger own less than 60% of the combined voting power in the then outstanding securities in such surviving corporation or (2) for the sale or other disposition of all or substantially all of the assets of the Company; or

•	the purchase of 30% or more of the Company's stock pursuant to any tender or exchange offer made by any "person", including a "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates.

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(1)

In October 2016, the Compensation Committee approved the payment of $1,250,000 in cash to Mr. Spinner as part of Mr. Spinner’s entering into an employment agreement with the Company. This payment was made to Mr. Spinner in recognition of the successful execution of the Company’s acquisition and “building out the store” strategies in fiscal 2016 along with Mr. Spinner’s commitment to remain with the Company through the term of his employment agreement and expanded non-competition covenants and time periods contained in his employment agreement.

(2)

Amounts shown represent the grant date fair value of awards of time-based vesting restricted stock units and performance units at the target level, as computed under ASC 718 granted during the fiscal year indicated. For performance units, grant date fair value is calculated based on the probable outcome of the performance result (i.e., target level of performance) for each of the performance periods, excluding the effect of estimated forfeitures. These amounts do not necessarily reflect the actual amounts that were paid to, or may be realized by, the Named Executive Officer for any of the fiscal years reflected. Refer to footnote 3 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended July 29, 2017 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. The grant date fair value of awards of performance units to Mr. Spinner in fiscal 2017, fiscal 2016 and fiscal 2015, assuming stretch, or maximum, level performance, were $13,978,644, $4,417,488, and$3,943,630, respectively. The grant date fair value of awards of performance units granted in fiscal 2017 to Messrs. Zechmeister, Griffin, Dorne, and Green, assuming stretch performance, or maximum level, performance were $1,293,750, $3,650,023, $770,175, and $697,500, respectively. The grant date fair value of awards of performance units granted in fiscal 2016 to Messrs. Griffin and Dorne, assuming stretch, or maximum, level performance were $770,525 and $475,350, respectively. Mr. Zechmeister did not receive a grant of performance units in fiscal 2016. The grant date fair value of awards of performance units granted in fiscal 2015 to Mr. Griffin, assuming stretch, or maximum, level performance, was $407,951.

(3)

Amounts shown represent the grant date fair value of awards of stock options, as computed under ASC 718, granted to the Named Executive Officers during the fiscal year indicated. These amounts do not reflect the actual amounts that may be realized by the Named Executive Officer for any of the fiscal years reflected. Refer to footnote 3 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended July 29, 2017 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards.

(4)	Amounts shown for fiscal 2017 reflect payments made in fiscal 2018 under our 2017 Senior Management Cash Incentive Plan related to fiscal 2017 performance. For a discussion regarding the 2017 Senior Management Cash Incentive Plan,

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(5)

Amounts reported in this column represent earnings on deferred compensation that exceed 120% of the federal applicable long-term rate, which was 2.60%. These amounts, as well as all other earnings on deferred compensation of the Named Executive Officers in fiscal 2017, are included in the table included under Nonqualified Deferred Compensation—Fiscal 2017 under the column "Aggregate Earnings in Last Fiscal Year."

(6)

Represents an automobile allowance ($6,934), an allowance for living expenses while in the area of our Corporate Headquarters in Providence, Rhode Island ($53,737), an amount received to "gross up" the two preceding benefits to offset the related tax obligations ($20,534), our contributions to a 401(k) account ($8,855) and the provision of air and rail travel from Mr. Spinner's homes in New York and Pennsylvania to our Corporate Headquarters ($13,586).

(7)	Represents relocation expenses which were reimbursed ($51,119) and our contributions to a 401(k) account ($3,700).

(8)	Represents our contributions to a 401(k) account.

(9)	Represents our contributions to a 401(k) account ($6,732) and taxable fringe benefits relating to a gross up of state taxes as a result of Mr. Green's relocation from Texas to California ($6,736).

(1)

This column shows separately the possible payouts to the Named Executive Officers under our 2017 Senior Management Cash Incentive Plan for the fiscal year ended July 29, 2017 for "threshold", "target" and "maximum" performance. Actual amounts paid for these incentives are reflected in the table included under Summary Compensation Table—Fiscal Years 2015-2017 under the column "Non-Equity Incentive Plan Compensation."

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(2)

This award that was granted on September 21, 2016 under the Original Amended and Restated Plan represents the number of performance units that could have been earned at "target" and "maximum" levels of performance granted to Mr. Spinner in fiscal 2017. Vesting of these performance units was linked to our attaining certain levels of diluted EPS, adjusted ROIC and adjusted EBITDA for fiscal 2017. In addition, the amount of performance units that could have been earned could be increased or decreased by the Compensation Committee by up to 10% based on our Relative TSR for the one-year performance period. The performance award was denominated in shares based on the closing price of our common stock on the date of grant. At the conclusion of the performance period, and based on our results measured against the performance measures (adjusted by the Compensation Committee as permitted under the applicable award agreement), 100.50% of the target level of these performance units was earned and the award was settled with the issuance of 38,232 shares of our common stock after the application of a 10% downward adjustment based on our Relative TSR for the one-year performance period.

(3)

These awards that were granted on September 21, 2016 under the Original Amended and Restated Plan represent the number of performance units that could have been earned with a one-year performance period at "threshold," "target" and "maximum" levels of performance. Vesting of these performance units was linked to our attaining certain levels of diluted EPS, adjusted ROIC and adjusted EBITDA for fiscal 2017. In addition, the amount of performance units that could have been earned could be increased or decreased by the Compensation Committee by up to 10% based on our Relative TSR for the one-year performance period. Target levels of performance is equal to 50% of 150% of the base salary for fiscal 2015 for Messrs. Dorne and Green, 50% of 175% of the base salary for fiscal 2016 for Mr. Zechmeister, 50% of 175% of the base salary for fiscal 2015 for Mr. Griffin, and 50% of 162.5% of the base salary for fiscal 2015 for Mr. Spinner. At the conclusion of the one-year performance period and based on our results measured against the performance measures (adjusted by the Compensation Committee as permitted under the applicable award agreement), 100.5% of the target level of these performance were earned and the awards were settled with the issuance of 9,035, 5,015, 4,914, 3,025 and 2,965 shares of our common stock, respectively, for Messrs. Spinner, Zechmeister, Griffin, Dorne and Green after application of a 10% downward adjustment based on our Relative TSR for the one-year performance period. These performance units and their related performance-based vesting are described in more detail in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of Our Core Executive Compensation Program-Long-term, Equity-Based Incentive Program—Performance-Based Vesting Restricted Stock Units.

(4)

These awards that were granted on September 21, 2016 under the Original Amended and Restated Plan represent the number of performance units that may be earned with a two-year performance period at "threshold," "target" and "maximum" levels of performance. Vesting of these performance units is linked to our attaining certain levels of diluted EPS, adjusted ROIC and adjusted EBITDA for fiscal 2018. In addition, the amount of performance units that may be earned may be increased or decreased by the Compensation Committee by up to 10% based on our Relative TSR for the two-year performance period. Target levels of performance is equal to 50% of 150% of the base salary for fiscal 2016 for Messrs. Dorne and Green, 50% of 200% of the base salary for fiscal 2016 for Messrs. Zechmeister and Griffin, and 50% of 162.5% of the base salary for fiscal 2016 for Mr. Spinner. At the conclusion of the two-year performance period (i.e. fiscal 2018), the performance units may vest based on our diluted EPS, adjusted ROIC and adjusted EBITDA for fiscal 2018. The performance units earned by the Named Executive Officer will be settled in a like number of shares. Moreover, the Compensation Committee may adjust the performance units earned upward or downward by up to 10% based on our Relative TSR for the two-year performance period. These performance units and their related performance-based vesting are described in more detail in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of Our Core Executive Compensation Program-Long-term, Equity-Based Incentive Program—Performance-Based Vesting Restricted Stock Units.

(5)

These awards that were granted to Messrs. Spinner and Griffin on October 27, 2016 under the Original Amended and Restated Plan represent the number of performance units that may be earned at "threshold," "target" and "maximum" levels of performance. Mr. Spinner’s award totals 175,000 units at target level of performance with vesting for 50,000 units annually at target level performance based on the Company achieving a minimum amount of diluted EPS for the applicable fiscal year and then based 50% each on the Company’s net sales and adjusted EBITDA for each of fiscal 2017, 2018 and 2019 and 25,000 units at target level performance based on the Company achieving a cumulative minimum amount of diluted EPS for fiscal 2017, fiscal 2018 and fiscal 2019 and then based on our cumulative adjusted EBITDA for the three-year period inclusive of fiscal 2017, 2018 and 2019. Mr. Griffin’s award totals 45,000 units at target level of performance with vesting for 17,500 units annually at target level performance based on the Company achieving a minimum amount of diluted EPS for the applicable fiscal year and then based 50% each on the Company’s net sales and adjusted EBITDA for each of fiscal 2017 and 2018 and 10,000 units at target level performance based on the Company achieving a cumulative minimum amount of diluted EPS for fiscal 2017 and fiscal 2018 and then based on our cumulative adjusted EBITDA for the two-year period inclusive of fiscal 2017 and 2018. The actual number of shares that may be issued with respect to these awards can range from 0% of target to 120% of target with 80% of target payable for threshold level performance and 120% of target payable for maximum performance. Based on our GAAP earnings per diluted

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(6)	These awards were time-based vesting restricted stock units granted in fiscal 2017 to the Named Executive Officers that vest in four equal installments beginning on the first anniversary of the date of grant.

(7)	On September 15, 2016, Messrs. Zechmeister, Dorne and Green were granted time-based vesting restricted stock units of 50,000, 25,000 and 25,000, respectively, that will vest on the fourth anniversary of the date of grant.

(8)

For grants during fiscal 2017, the amount shown with respect to each award represents the grant date fair value of the award calculated using the assumptions described in footnotes (2) and (3) of the table included under Summary Compensation Table—Fiscal Years 2015-2017. The grant date fair value of performance units was calculated based on the probable outcome of the performance result (i.e., target level of performance) for each of the performance periods, excluding the effect of estimated forfeitures.

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(1)	On September 15, 2016, Messrs. Zechmeister, Dorne and Green were granted four year cliff vest time-based vesting restricted stock units of 50,000, 25,000 and 25,000 units, respectively. All other awards vested or will vest in four equal annual installments beginning on the first anniversary of the date of grant.

(2)	Market value reflects the number of unvested restricted stock units multiplied by $37.88 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 28, 2017, the last business day of fiscal 2017.

(3)

Represents the number of shares that may be issued pursuant to performance units at the maximum level of performance utilizing the closing price of our common stock on the NASDAQ Global Select Market on July 28, 2017, the last business day of fiscal 2017. The performance units have performance criteria tied to our performance in fiscal 2018 denominated in shares at grant, and the number of performance units shown is based on the amounts of the Named Executive Officer's fiscal 2016 base salary which is described in more detail in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of Our Core Executive Compensation Program—Long-term Equity-Based Incentive Program—Performance-Based Vesting Restricted Stock Units.

(4)

Represents the number of shares that may be issued pursuant to performance units at the maximum level of performance utilizing the closing price of our common stock on the NASDAQ Global Select Market on July 28, 2017, the last business day of fiscal 2017. Mr. Spinner's awards are tied to our performance in fiscal 2018 and fiscal 2019 and then based on our cumulative performance for the three-year period inclusive of fiscal 2017, 2018 and 2019 denominated in shares at grant. Mr. Griffin's awards are tied to our performance in fiscal 2018 and our cumulative performance for the two-year period inclusive of fiscal 2017 and 2018 denominated in shares at grant.

(5)	Market value reflects the number of shares that may be issued pursuant to performance units at the maximum level of performance, multiplied by $37.88 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 28, 2017, the last business day of fiscal 2017.

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(1)	In connection with the vesting of restricted stock units and performance units, our Named Executive Officers surrendered shares of stock to cover withholding taxes, which reduced the actual value received upon vesting. The number of shares surrendered but included in this table was: Mr. Spinner—44,149; Mr. Zechmeister—4,124; Mr. Griffin—12,824; Mr. Dorne—2,456; and Mr. Green—1,727.

(2)	Represents the product of the number of shares or shares underlying units vested and the closing price of our common stock on the NASDAQ Global Select Market on the vesting date.

(3)

Mr. Spinner was awarded performance units during fiscal 2017, of which 76,828 performance units vested for the one-year performance period ended July 29, 2017 and the like number of shares of our common stock issued in settlement of these units are included herein. Additionally, Mr. Spinner earned an additional 23,345 performance units which are to be distributed at a future date based on the terms of his award agreement, which shares to be issued in settlement of those units are not included herein.

(4)	Mr. Zechmeister was awarded performance units during fiscal 2017, of which 5,015 performance units vested for the one-year performance period ended July 29, 2017 and the like number of shares of our common stock issued in settlement of these units are included herein.

(5)

Mr. Griffin was awarded performance units during fiscal 2017, of which 23,725 performance units vested for the one-year performance period ended July 29, 2017 and the like number of shares of our common stock issued in settlement of these units are included herein. Additionally, Mr. Griffin has elected to defer 25% of the shares issued upon vesting of each of his September 16, 2013 and September 19, 2014 restricted stock unit awards and 75% of the shares issued upon vesting of his September 17, 2015 award. One-quarter of such restricted stock units vested during fiscal 2017, and the value herein excludes the resulting deferral of 3,472 shares ($134,568). For each portion of these stock awards that vests but is deferred, the proportionate number of shares are allocated to Mr. Griffin's balance in the Deferred Stock Plan. See the table under Nonqualified Deferred Compensation—Fiscal 2017.

(6)	Mr. Dorne was awarded performance units during fiscal 2017, of which 3,025 performance shares vested for the one-year performance period ended July 29, 2017 and the like number of shares of our common stock issued in settlement of these units are included herein.

(7)	Mr. Green was awarded performance units during fiscal 2017, of which 2,965 performance shares vested for the one-year performance period ended July 29, 2017 and the like number of shares of our common stock issued in settlement of these units are included herein.

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(1)	Amounts reported as "Deferred Compensation" in this column are reported as compensation in the "Salary" and "Non-Equity Incentive Compensation" columns for fiscal 2017 of the table under Summary Compensation Table—Fiscal Years 2015-2017.

(2)

Participants' non-equity deferrals under the Deferred Compensation Plan earned investment returns based on the performance of certain measurement funds as allocated by the participants. Any amounts reflected in the "Aggregate Earnings in Last Fiscal Year" column for non-equity awards that had preferential earnings (in excess of 120% of the July 2017 "compounded annually" federal long-term rate) have been reported as compensation in the "Nonqualified Deferred Compensation Earnings" column in the table under Summary Compensable Table—Fiscal Years 2015-2017.

(3)

The value of equity-based awards deferred under the Deferral Plans is based upon the performance of our common stock. For restricted stock and restricted stock units, earnings or losses are calculated as follows: (i) number of vested shares deferred in fiscal 2017 valued at the change in the closing stock price from the date of vesting to the end of fiscal 2017 plus, (ii) the number of vested shares that were deferred prior to fiscal 2017, valued by the change in the closing stock price on the first day of fiscal 2017 to the last day of fiscal 2017. None of the amounts reflected in the "Aggregate Earnings

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(4)	This column includes the following amounts that previously have been reported as non-equity compensation in fiscal 2016 and fiscal 2015 in the table under Summary Compensation Table—Fiscal Years 2015-2017 and summary compensation tables for prior fiscal years, combined: Mr. Spinner—$129,787; Mr. Zechmeister—$45,744, and Mr. Griffin—$347,351.

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(1)

Amounts presented in this column assume that the Named Executive Officer is terminated without Cause or resigns for Good Reason within one year following a Change in Control. If the Named Executive Officer's employment were terminated for any reason other than termination without Cause or resignation for Good Reason within one year following a Change in Control, the Named Executive Officer would be entitled only to the amounts set forth in the Acceleration of Stock Options and Acceleration of Stock Awards rows.

(2)	The amount represents the sum of (i) 2 times the Named Executive Officer's base salary at the assumed termination date, and (ii) 2 times the Named Executive Officer's annual cash incentive payments based on target performance for the fiscal year in which the executive was terminated.

(3)	The amount represents continuation of the Named Executive Officer's base salary for one year following the assumed date of termination, but does not include any earned but unpaid cash incentive payment as of the assumed termination date.

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(4)

Amount represents the sum of (i) 3 times the Named Executive Officer's base salary at the assumed termination date, (ii) 3 times the Named Executive Officer's annual cash incentive payments based on target performance for the fiscal year in which the executive is terminated, (iii) accrued and unpaid vacation, and (iv) the amount of the Named Executive Officer's annual cash incentive payment that he would have earned during the fiscal year in which his employment was terminated.

(5)

If the Company terminates the Named Executive Officer without Cause or such executive voluntarily terminates his employment for Good Reason, or if the Company terminates the Named Executive Officer without Cause or such executive voluntarily terminates his employment for Good Reason, in either case, within one year following a Change in Control, the Company would be required to pay the executive the amount which may be used to pay for post-termination medical benefits for himself and his dependents.

(6)

Amount represents the intrinsic value of each unvested stock option, share of restricted stock, restricted stock unit or unearned performance unit outstanding on July 29, 2017, and which vests on an accelerated basis following the relevant termination event, with unearned performance units vesting based on the "target" level of performance. These amounts are calculated by multiplying (i) the aggregate number of equity awards which vest on an accelerated basis by (ii) the amount by which $37.88 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 28, 2017, the last business day of fiscal 2017, exceeds the exercise price payable per award, if any. This does not include any awards granted in fiscal 2018.

(7)

Amount represents the intrinsic value of each restricted stock unit (with performance units vesting at target levels of performance) outstanding on July 29, 2017, which vests on an accelerated basis following the death or disability (as defined in the 2004 Equity Plan or Original Amended and Restated Plan, as applicable) of the Named Executive Officer. These amounts are calculated by multiplying (i) the aggregate number of equity awards which vest on an accelerated basis by (ii) the amount by which $37.88 per share, the closing price of our common stock on the NASDAQ Global Select Market on July 28, 2017, the last business day of fiscal 2017, exceeds the exercise price payable per award, if any. This does not include any awards granted in fiscal 2018.

(8)	Amount represents the sum of (i) base salary earned through the termination date, (ii) accrued and unpaid vacation, and (iii) cash incentive compensation earned as of the termination date in respect to the prior fiscal year which has not been paid as of the termination date.

(9)

Amount represents the sum of (i) 2.99 times the Named Executive Officer's base salary at the assumed termination date, (ii) 2.99 times the Named Executive Officer's annual cash incentive payments based on target performance for the fiscal year in which the executive is terminated, (iii) accrued and unpaid vacation, and (iv) the amount of the Named Executive Officer's annual cash incentive payment that he would have earned during the fiscal year in which his employment was terminated.

(10)	If the Company terminates the Named Executive Officer without Cause or such executive voluntarily terminates his employment for Good Reason, in either case, within one year following a Change in Control, the Company would be required to reimburse the executive up to $100,000 for certain relocation costs.

(11)

Amount represents the sum of (i) 1.5 times the Named Executive Officer's base salary at the assumed termination date, (ii) 1.5 times the Named Executive Officer's annual cash incentive payments based on target performance for the fiscal year in which the executive is terminated, (iii) accrued and unpaid vacation, and (iv) the amount of the Named Executive Officer's annual cash incentive payment that he would have earned during the fiscal year in which his employment was terminated.

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•	increase the number of shares available for issuance under the Original Amended and Restated Plan by 2,500,000 shares, all of which shares may be issued as full value awards;

•	add specific provisions to the Original Amended and Restated Plan providing that while dividends or dividend equivalent rights may accrue or be paid into escrow on shares of restricted stock and restricted share units prior to the vesting of such awards, a participant will forfeit any dividends (or dividend equivalent rights) paid on such awards that do not thereafter vest; and

•	extend the minimum one-year vesting period required under the Original Amended and Restated Plan with respect to certain awards to all awards under the Second Amended and Restated Equity Incentive Plan with an exception to this requirement for not more than 5% of the shares reserved for issuance under the Second Amended and Restated Equity Incentive Plan.

(1)	As reported in the Company’s Annual Report on Form 10-K or proxy statement for the applicable fiscal year.

(2)

Includes 361,390 shares that could be issued if currently outstanding performance units are earned and settled in shares of the Company’s common stock at target level of performance. For more information regarding these performance units, see “Executive Compensation - Compensation Discussion and Analysis - Long-term Equity Based Incentive Program” and “Executive Compensation - Compensation Discussion and Analysis - Fiscal 2018 Compensation Changes.”

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•

Performance units for each of our senior executives with performance criteria tied to our adjusted ROIC and adjusted EBITDA (and for the award made during fiscal 2017 to our covered officers (as defined under Section 162(m) of the Code), our diluted EPS) for fiscal years following the fiscal year in which the award was granted and that also allowed for more or less units to be earned based on the performance of our stock price as compared to a group of comparable companies or the S&P Mid Cap 400 Index for the two-year performance period.

•

Performance units for our Chief Executive Officer with performance criteria tied to our adjusted ROIC and adjusted EBITDA (and for the award made during fiscal 2017 to our covered officers (as defined under Section 162(m) of the Code), our diluted EPS) for the fiscal year in which the award was granted that also allowed for more or less units to be earned based on the performance of our stock price as compared to the S&P Mid Cap 400 Index for the one-year performance period. As described under "Compensation Discussion and Analysis- Fiscal 2018 Compensation Changes" elsewhere in this proxy statement, beginning in September 2017, the Compensation Committee determined to eliminate these one-year performance units from our Chief Executive Officer's equity awards.

•

A special performance unit award to certain executives in September 2016 with performance criteria tied to our adjusted ROIC and adjusted EBITDA, (and for the award made to our covered officers (as defined under Section 162(m) of the Code), diluted EPS) for the fiscal year in which the award was granted that also allowed for more or less units to be earned based on the performance of our stock price as compared the S&P Mid Cap 400 Index for the one-year performance period, which awards replaced two-year performance period awards granted to our executive officers in September 2015 that were forfeited.

•	A special performance unit retention award to our Chief Operating Officer in October 2016 with performance criteria tied to our diluted EPS, net sales, and adjusted EBITDA that vests in tranches based on three separate performance periods; (i) fiscal 2017, (ii) fiscal 2018, and (iii) the cumulative two-year period ending July 28, 2018.

•	A special performance unit retention award to our Chief Executive Officer in October 2016 with performance criteria tied to our diluted EPS, net sales, and adjusted EBITDA that vests in tranches based on four separate performance periods; (i) fiscal 2017, (ii) fiscal 2018, (iii) fiscal 2019, and (iv) the cumulative three-year period ending August 3, 2019.

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(1)	Performance awards were denominated in dollars at grant and the number of shares was calculated using the stock price on the grant date.

(2)	The performance period for these awards are still in process. Accordingly, the Company cannot calculate the number of shares that will be issued if the units vest.

(3)	The recipient may be entitled to earn up to 200% of the target level award based on outstanding Company performance, plus an additional 10% based on the Company's stock price performance over the two-year performance period as compared to the S&P Mid Cap 400 Index.

(4)	The recipient may be entitled to earn up to 120% of the target level award based on outstanding Company performance.

(1)

On September 21, 2016, 77,452 performance units were granted to certain of our executive officers at target levels of performance (with vesting of more or less units possible based on actual performance) and the performance of the Company's stock price when compared to the S&P Mid Cap 400 Index) measured against certain adjusted EBITDA, adjusted ROIC and for our covered officers (as defined in Section 162(m) of the Code) diluted EPS performance targets for fiscal 2017. Based upon the performance against the applicable performance targets, 77,838 of these performance units vested on September 26, 2017 and were converted into a like number of shares of Company common stock.

(2)

On October 27, 2016, 67,500 performance units were granted to our Chief Executive Officer and Chief Operating Officer at target levels of performance (with vesting of more or less units possible based on actual performance) measured against certain diluted EPS, net sales and adjusted EBITDA targets. Based upon the performance against the applicable performance targets, 72,558 of these performance units vested on September 26, 2017, 49,213 of which were converted into a like number of shares of Company common stock that were issued to these individuals on September 26, 2017 and 23,345 of which were converted into a like number of shares of Company stock, that will not actually be paid to our Chief Executive Officer until the termination of his employment, or, if earlier, upon consummation of a change in control of the Company.

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•

As of October 16, 2017, assuming all outstanding performance share units vest at 100% of target performance, approximately 758,735 shares remain available for grant under the Original Amended and Restated Plan with 118,247 “full-value” awards available for issuance. Based on historical usage, the current share price of our common stock and expected practices (including the Compensation Committee's recent practice of not granting stock options as part of our equity incentive program), and noting that future circumstances may require the Company to make changes to its expected practices, the Company estimates that the existing shares available for grant as full value awards under the Original Amended and Restated Plan would be sufficient to make equity grants (and settle previously issued performance-based equity awards) for only the remainder of fiscal 2018.

•	If the Second Amended and Restated Equity Incentive Plan is approved, the Company would have 2,500,000 additional shares authorized for issuance for future awards under the plan, with all of them available for issuance as full value awards.

•	The additional shares to be authorized for grant under the Second Amended and Restated Equity Incentive Plan would be dilutive to stockholders by 5.4% based on the outstanding shares as of October 16, 2017.

•

Based on historical usage and current share price of our common stock, the Company estimates that the additional 2,500,000 shares to be authorized for grant under the Second Amended and Restated Equity Incentive Plan, if approved by the Company’s stockholders, should be sufficient for the Company to make equity grants for approximately the next 3 years, assuming the Company continues to grant awards consistent with its historical usage (excluding one-time, special awards) and expected practices, and noting that future circumstances may require us to make changes to our expected practices.

•

The Company’s stock price performance and certain special retention awards that we deemed important in order to retain and align key talent with our long-term strategy were not contemplated at the time of stockholder approval of the Original Amended and Restated Plan caused the Company to use the shares reserved for issuance under the Original Amended and Restated Plan more quickly than the Board had anticipated at the time the Original Amended and Restated Plan was submitted to the Company’s stockholders for their approval.

•	The Compensation Committee’s decision to transition away from the use of stock options as a part of the Company’s core equity incentive program has caused a significant number of shares remaining available for issuance under the Original Amended and Restated Plan to likely go unused as stock options are not expected to be used in a meaningful amount in the foreseeable future.

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(1)

Includes 944,997 restricted stock units under the Original Plan and the Original Amended and Restated Plan, 252,290 performance-based vesting restricted stock units under the Original Plan and the Original Amended and Restated Plan and 130,457 stock options under the Original Plan and the Original Amended and Restated Plan, 72,824 restricted stock units under the 2004 Plan, 80,070 stock options under the 2004 Plan and 118,162 stock options under the 2002 Plan. Restricted stock units and performance stock units do not have an exercise price because their value is dependent upon continued employment over a period of time or the achievement of certain performance goals, and are to be settled for shares of common stock. Accordingly, they have been disregarded for purposes of computing the weighted-average exercise price.

(2)

All shares were available for issuance under the Original Plan and the Original Amended and Restated Plan. The Original Plan and the Original Amended and Restated Plan authorizes grants in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units or a combination thereof but includes limits on the number of awards that may be issued in the form of restricted shares or units. The number of shares remaining available for future issuances assumes that, with respect to outstanding performance-based restricted stock units, the vesting criteria will be achieved at the target level.

(3)

Consists of phantom stock units outstanding under the United Natural Foods Inc. Deferred Compensation Plan. See note 11 "Retirement Plans" to our Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended July 29, 2017 for more information. Phantom stock units do not have an exercise price because the units may be settled only for shares of common stock on a one-for-one basis at a future date as outlined in the plan.

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•	Each member of the Board is elected annually to a one-year term;

•	Each director must be elected by a majority vote in an uncontested election, and any director who fails to receive the required number of votes for re-election must tender his or her written resignation to the Board;

•	A majority of the Company’s directors are independent;

•	The Board has designated an independent director to serve as the Board’s "Lead Independent Director" to coordinate the activities of the other independent members of the Board;

•	Stockholders are able to recommend director candidates to the Nominating and Governance Committee (as described further under “Director Nominees Recommended by Stockholders” beginning on page 15);

•

The Company has adopted, and enhanced, a proxy access bylaw, which permits a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years shares of our stock representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees, provided that the stockholder(s) and the nominee(s) satisfy the requirements in our Bylaws;

•	The Board values stockholder discussion and input and provides channels for stockholders to communicate directly with members of the Board (as described further under “Communication with the Board of Directors” beginning on page 15); and

•	The Company has eliminated all super majority voting provisions from its certificate of incorporation and Bylaws.

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