Unifi Inc.

10/29/2025 | Press release | Distributed by Public on 10/29/2025 09:53

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On October 28, 2025, Unifi, Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (the "Second Amendment") to increase the number of shares of the Company's common stock reserved for issuance thereunder by 1,240,000 shares. The Second Amendment was adopted by the Company's Board of Directors (the "Board") on August 19, 2025, subject to shareholder approval. Upon shareholder approval at the Annual Meeting, the Second Amendment became effective as of October 28, 2025.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. For a more complete description of the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan, as amended by a First Amendment approved by the Company's shareholders on October 31, 2023, please refer to the discussion under "Proposal 3" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 2025 (the "Proxy Statement"). A copy of the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan, as amended, is attached as Appendix C to the Proxy Statement.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting was held on October 28, 2025.

(b) At the Annual Meeting, the Company's shareholders (i) elected all eight of the Company's nominees for director to serve until their terms expire at the 2026 Annual Meeting of Shareholders or until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the Company's named executive officer compensation in fiscal 2025; (iii) approved the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan to increase the number of shares of the Company's common stock reserved for issuance thereunder by 1,240,000 shares; and (iv) ratified the appointment of KPMG LLP to serve as the Company's independent registered public accounting firm for fiscal 2026. Each of these proposals is further described in the Company's definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on September 12, 2025.

The final voting results for each of the proposals submitted to the Company's shareholders at the Annual Meeting are as follows:

1.
Election of directors:

Nominee

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

Emma S. Battle

11,039,755

83,824

29,082

3,378,846

Francis S. Blake

11,059,475

63,941

29,245

3,378,846

Albert P. Carey

10,571,204

552,175

29,282

3,378,846

Edmund M. Ingle

11,002,445

120,934

29,282

3,378,846

Kenneth G. Langone

11,043,502

81,789

27,370

3,378,846

Suzanne M. Present

11,057,841

65,775

29,045

3,378,846

Rhonda L. Ramlo

11,012,725

112,516

27,420

3,378,846

Eva T. Zlotnicka

10,082,151

1,041,465

29,045

3,378,846

2.
Advisory vote to approve the Company's named executive officer compensation in fiscal 2025:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

8,660,846

2,446,592

45,223

3,378,846

3.
Approval of the Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

9,996,905

1,118,851

36,905

3,378,846

4.
Ratification of the appointment of KPMG LLP to serve as the Company's independent registered public accounting firm for fiscal 2026:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

14,464,152

63,367

3,988

0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1*

Second Amendment to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Indicates a management contract or compensatory plan or arrangement.

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