(e) As noted in Item 5.07 below, at the 2012 Annual Meeting of Stockholders (the "Annual Meeting") of United Natural Foods, Inc. (the "Company") held on December 12, 2012, the Company's stockholders approved the United Natural Foods, Inc. 2012 Equity Incentive Plan (the "2012 Equity Plan"), which permits the grant of incentive and non-qualified stock options, stock appreciation rights, restricted shares, restricted share units, performance awards, and other stock-based awards to current or prospective officers, employees, directors and consultants.

A summary of the material terms of the 2012 Equity Plan is set forth on pages 59 to 66 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on November 2, 2012 (the "Proxy Statement"), and is incorporated herein by reference. That summary and the foregoing description of the 2012 Equity Plan are qualified in their entirety by reference to the text of the 2012 Equity Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The Company held its Annual Meeting on December 12, 2012. The Company's stockholders voted on five proposals at the Annual Meeting. The results of voting on the five proposals, including final voting tabulations, are set forth below.

(1) The stockholders elected Peter A. Roy and Richard J. Schnieders to serve as Class I directors to hold office until the annual meeting of stockholders to be held in 2015 and until their successors are duly elected and qualified.

                                 For         Against    Abstain     Broker Non-Votes
     Peter A. Roy              43,008,423     427,386     93,264            2,800,385
     Richard J. Schnieders     43,032,057     399,376     97,640            2,800,385

(2) The stockholders approved the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending August 3, 2013.

For Against Abstain Broker Non-Votes 43,216,414 2,953,584 159,460 -

(3) The stockholders approved, on an advisory basis, the Company's executive compensation.

For Against Abstain Broker Non-votes 39,905,056 3,175,161 448,856 2,800,385

(4) The stockholders approved the 2012 Equity Plan.

For Against Abstain Broker Non-votes 38,520,222 4,882,146 126,705 2,800,385

(5) The stockholders approved a stockholder proposal regarding annual elections for each member of the Board of Directors, which was presented at the Annual Meeting.

For Against Abstain Broker Non-votes 38,086,048 5,248,963 194,062 2,800,385