1. The election of ten nominees as Directors to serve until the next annual meeting of stockholders.

2. The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending August 2, 2025.

3. The approval, on an advisory basis, of our executive compensation.

4. The approval of the Fourth Amended and Restated 2020 Equity Incentive Plan.

5. Consideration of such other matters as may properly come before the meeting or any adjournments or postponements thereof.

• Independent Chair of the Board and annual review of optimal leadership structure with term guidelines for Board leadership

• Nine of our ten Director nominees are independent

• Regular executive sessions of independent Directors at Board and Committee meetings

• 100% independent Board Committees, with strong Committee mandates and term guidelines for Chairs

• Comprehensive Board oversight of strategy development and execution

• Active Board oversight of the Company’s compliance and risk management, including regular review of ERM

• Board and Committees may hire outside advisors independent of Management

• Board oversight of environmental, social and governance concerns, including sustainability, corporate responsibility, corporate philanthropy and political contributions policies, through the Nominating and Governance Committee

• Board oversight of human capital management through the Compensation Committee

• Regular Board refreshment and mixed tenure

• Diverse backgrounds, ages, experiences and qualifications, with a view to making changes as needed to continue to add value and meet our evolving strategic needs

• Diverse gender, race and ethnicity, with further commitment to Board diversity demonstrated through diverse slate requirement

• Annual Board and Committee self-evaluations, conducted by a third-party every two or three years

• Mandatory Director retirement age of 75

• Orientation program for new Directors and ongoing director education programs for all Directors

• Limitations on serving on other public company boards; no more than three additional public company boards or one additional public company board for the CEO and other executive officers

• Directors and executive officers must notify the Chair of the Nominating and Governance Committee and the CEO of potential appointments in advance for review by the Nominating and Governance Committee

• Our annual, comprehensive review of governance policies led to the following updates in 2024:

◦ Expanded our Related Party Transactions policy to more clearly set forth the process for identifying and seeking approval of proposed related party transactions

◦ Revised our Charitable Donations & Business Sponsorship policy to further strategic alignment with UNFI’s mission and values

◦ Adopted a NYSE-mandated clawback policy and retained our broader recoupment policy

• Environmental, social and governance concerns overseen by the Nominating and Governance Committee, supported by our ESG Executive Committee:

• Human capital management

◦ Compensation Committee oversight of human capital management matters with a focus on associate well-being across a variety of measures

◦ Offer associates several benefit programs, including:

▪ Comprehensive health and welfare benefit programs

▪ No-cost wellness program

▪ Paid time off, including parental paid leave

▪ Employee assistance program

▪ 401(k) plan

▪ Employee education assistance program

◦ Include human capital management and diversity, equity and inclusion as key elements of our people first strategy

◦ Continued focus on associate engagement, empowerment and safety to allow for innovation and best-in-class solutions for our customers and suppliers

• Prohibition on hedging or pledging of Company stock by Directors and executive officers included in stock ownership guidelines and Insider Trading Policy (as defined below)

• Strong policies restricting trading by insiders, including discussion-based preclearance process

• Ongoing Board oversight of robust data and cybersecurity programs, including ERM and risks relating to cybersecurity, data privacy and information technology through Audit Committee oversight

• Annual election of all Directors

• Majority vote and Director resignation policy for Directors in uncontested elections

• Proxy access right for stockholders provided in our Fifth Amended and Restated Bylaws (the Bylaws) (stockholders or group of up to 20 stockholders who have owned at least 3% of our outstanding common stock continuously for at least 3 years may submit Director nominees for inclusion in our proxy materials (up to the greater of two Directors or 20% of the Board)), subject to applicable and procedural requirements

• Stockholder right to call special meeting by stockholders owning at least 25% of our outstanding common stock

• One class of shares, with each share entitled to one vote

• No poison pill

• Providing leadership of the Board;

• Serving as principal liaison between the Directors and senior Management, particularly the CEO;

• Providing input to the Nominating and Governance Committee and the Board on Committee membership;

• Advising and assisting the Committee Chairs in fulfilling their leadership roles and responsibilities;

• Suggesting an appropriate schedule of Board meetings;

• Selecting Board meeting agenda topics and incorporating Board and CEO input on the agendas;

• Leading the annual CEO performance evaluation conducted by the independent Directors, providing any feedback to the Nominating and Governance Committee Chair and overseeing responsive actions to address the outcomes of such evaluations;

• Overseeing the CEO succession process in coordination with the Nominating and Governance Committee;

• Determining the retention of advisors and consultants who report directly to the Board;

• Chairing regular and special Board meetings and stockholder meetings; and

• Presiding over executive sessions at Board meetings.

• 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

• Core Competencies. The Nominating and Governance Committee considers whether the nominee’s knowledge and experience would contribute to the Board possessing 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, senior leadership, crisis response, industry knowledge, strategy and vision, and broad-scale transformation, and it periodically reassesses the specific skill sets that are needed by the Board.

• Board Independence. The Nominating and Governance Committee considers whether the nominee would qualify as “independent” under SEC rules and the NYSE listing standards, as well as any other relationships or circumstances that could affect actual or perceived independence.

• 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, substantially 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. Our Nominating and Governance Committee charter provides for the consideration of gender, race, ethnicity and sexual orientation when considering Board candidates, and the Committee is committed to maintaining a diverse Board. 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 and add value to strategic plans and initiatives.

• Annual cash retainer of:

◦ $105,000 for serving as a Director;

◦ $125,000 for serving as Independent Chair;

◦ $30,000 for serving as the Chair of the Audit Committee;

◦ $20,000 for serving as Chair of the Compensation Committee; and

◦ $20,000 for serving as Chair of the Nominating and Governance Committee.

• Annual equity grant of RSUs having a value, based on the stock price on the date of grant, of $170,000 for serving as a Director.

(1) This column shows the amount of cash compensation earned in fiscal 2024 for service on the Board, its Committees and as Independent Chair.

(2) The amounts contained in this column represent the grant date fair value for the RSUs granted in fiscal 2024 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation (ASC 718). The grant date fair value for RSUs is calculated based on the closing price of our common stock on the NYSE on the date of grant. As of August 3, 2024, each non-employee Director held 10,480 unvested RSUs, other than Ms. Blake and Messrs. Loree and Pappas, who each held 12,892 unvested RSUs.

(3) The amounts shown reflect donations made by the Company in honor of each of Messrs. Artz and Roy and Ms. Bates to charitable organizations of their choice in connection with their retirement from the Board.

(4) Messrs. Artz and Roy and Ms. Bates received prorated payments for their service on the Board until December 19, 2023.

(5) Ms. Bates received a prorated amount for her role as Chair of the Audit Committee until September 21, 2023.

(6) Ms. Blake and Messrs. Loree and Pappas received prorated payments for their service on the Board beginning on September 28, 2023.

• Chief Executive Officer (J. Alexander (Sandy) Miller Douglas);

• President and Chief Financial Officer (Matteo Tarditi);

• Chief Human Resources Officer (Danielle Benedict);

• President, Wholesale (Louis Martin);

• President and Chief Executive Officer, Retail (Andre Persaud);

• Former Chief Operating Officer (Erin Horvath); and

• Former Chief Financial Officer (John W. Howard)

(1) Fiscal 2024 was a 53 week year; sales includes $582M from the extra week.

(2) Fiscal 2024 was a 53 week year; Adj EBITDA includes $10M from the extra week.

• A substantial portion of our executive officers’ compensation is “at-risk,” including compensation paid in the form of common stock;

• Total executive officer compensation is substantially weighted to long-term equity, 60% of which is performance-based and tied to long-term, strategic performance targets;

• The short-term bonus program has established two performance metrics (adjusted EBITDA and Net Sales for fiscal 2024), which reduces risk and supports our long-term strategy with a focus on bottom- and top-line growth;

• We set a maximum level of compensation; there is no uncapped compensation for our executive officers in any element of executive compensation;

• Our executive officers are required to maintain certain levels of stock ownership, which are tested each year based on the then-current price of our common stock;

• Our executive officers are prohibited from hedging and pledging shares of Company common stock;

• The Compensation Committee periodically reviews and oversees key DEI initiatives and Human Resources policies and practices, including those related to overall business performance and the relationship of such performance to executive officer compensation, including as relating to recruiting, learning and talent development programs; and

• All performance-based compensation is subject to our robust recoupment policy, in addition to our NYSE-mandated executive clawback policy. In the event of a restatement of the Company’s financial statements or a material inaccuracy in the performance metrics used to measure performance-based compensation, such performance-based compensation is subject to recoupment. Additionally, both time-based and performance-based incentive compensation may be forfeited in the case of misconduct in violation of law or Company policy, including through failure of an executive officer’s oversight responsibilities, that results in material financial or reputational harm to the Company.

• Size and scale of operations (e.g., revenues, market capitalization, EBITDA margin);

• Companies in wholesale/distribution industry;

• Various business characteristics (e.g., U.S. securities exchange listings, high volume/low margin); and

• Other characteristics (e.g., M&A activity, proxy advisory peers, peers of peers, reverse peers).

(1) Reflects annual rate at the end of fiscal 2023.

(2) Reflects annual rate at the end of fiscal 2024.

(3) Reflects Mr. Tarditi’s annual rate upon his hire on April 15, 2024.

(4) Reflects changes made by the Compensation Committee with the departure of the Company’s former President, and the allocation of his duties.

(5) Reflects Mr. Persaud’s annual rate upon his hire on November 6, 2023.

(1) See Annex B for a reconciliation to the most comparable GAAP metric.

(1) See Annex B for a reconciliation to the most comparable GAAP metric.

(1) Messrs. Tarditi, Persaud and Howard and Ms. Horvath’s targets were prorated for their time worked during the fiscal year.

(1) Mr. Tarditi’s annual grant of $2,000,000 was prorated for time worked in the fiscal 2024 grant cycle and includes a one-time inducement RSU valued at $500,000 that vests ratably over three years.

(2) Mr. Persaud’s grant of $1,500,000 includes a one-time inducement RSU valued at $650,000 that vests ratably over three years.

(1) Aggregate payout subject to +/-10% adjustment based on Relative TSR performance.

(2) Adjusted EPS Threshold and Stretch range is shown as 3-year average; fiscal 2024 varies slightly from fiscal 2025 & 2026

(1) Includes 25,929 shares at target and 11,668 shares at vest for his inducement PSU award that was in addition to his annual grant upon hire.

(2) Target shares have been prorated based on his separation date and time worked in the 3-year performance period.