8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Oct 29, 2025 · 8mo ago · Accession 0001193125-25-255718
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2025
UNIFI, INC.
(Exact name of registrant as specified in its charter)
New York
1-10542
11-2165495
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7201 West Friendly Avenue
Greensboro , North Carolina
27410
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (336) 294-4410
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.10 per share
UFI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNIFI, INC.
Date:
October 29, 2025
By:
/s/ ANDREW J. EAKER
Andrew J. Eaker
Executive Vice President & Chief Financial Officer
Treasurer
Filing details
- Company
- UNIFI INC
- Ticker
- UFI
- CIK
- 100726
- Form type
- 8-K
- Filing date
- Oct 29, 2025
- Report date
- Oct 28, 2025
- Document
- ufi-20251028.htm
- Size
- 229 KB