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1.	To elect five nominees as directors to serve until the 2015 annual meeting of stockholders.

2.	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending August 1, 2015.

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

4.	To approve amendments to our Certificate of Incorporation and Bylaws to eliminate any supermajority voting requirements contained therein.

5.	To approve amendments to our Certificate of Incorporation and Bylaws to establish the right of our stockholders to call a special meeting of stockholders.

6.	To consider a stockholder proposal regarding limitations on accelerated vesting of equity awards upon a change in control, if properly presented at the annual meeting.

7.	To consider a stockholder proposal regarding internal pay equity ratios and a cap on executive compensation, if properly presented at the annual meeting.

8.	To transact such other business as may properly come before the annual meeting or any adjournments or postponements of 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

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•	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/unfi2014.

•	Meeting starts at 1:00 pm local time (4:00 pm eastern standard time).

•	If attending the annual meeting virtually through the internet, please have your 12-digit control number 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 and bring that proxy to the meeting.

•	Stockholders may vote and 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/unfi2014.

•	Webcast replay of the annual meeting will be available at www.virtualshareholdermeeting.com/unfi2014 until December 17, 2015.

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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 the ESOT is c/o Robert G. Huckins, Trustee, 19404 Camino Del Aguila, Escondido, California 92025. The address for BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022. The address for Baron Capital Group, Inc. and related persons is 767 Fifth Avenue, 49th Floor, New York, New York 10153. 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 20, 2014 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: Mr. Funk—27,625; Mr. Spinner—65,297; Ms. Graham—887; Mr. Heffernan—19,950; Mr. Roy—18,630; Mr. Griffin—12,776; Mr. Schnieders—2,660; Mr. Shamber—56,343; Mr. Smith—7,678; Mr. Traficanti—14,083; all directors and executive officers as a group—277,678.

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(4)	Includes 5,100 shares of common stock held by, or by a custodian for, his children.

(5)	The ESOT disclaims beneficial ownership of allocated shares of common stock in the ESOP to the extent that the beneficial ownership of such shares is attributable to participants in the ESOP.

(6)

Beneficial ownership information based on information contained in a Schedule 13G/A filed with the SEC on February 14, 2014 by Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management, Inc. and Ronald Baron. BAMCO, Inc. and Baron Capital Management, Inc. are subsidiaries of Baron Capital Group, Inc. Ronald Baron owns a controlling interest in Baron Capital Group, Inc. Baron Capital Group, Inc. and Ronald Baron have shared voting power with respect to 4,600,259 shares and shared dispositive power with respect to 4,917,900 shares. BAMCO, Inc. has shared voting power with respect to 4,309,575 shares and shared dispositive power with respect to 4,627,220 shares. Baron Capital Management, Inc. has shared voting power and dispositive power with respect to 290,680 shares.

(7)	Beneficial ownership information on information contained in Schedule 13G/A filed with the SEC on January 30, 2014 by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 3,849,955 shares and sole dispositive power with respect to 3,995,749 shares.

(8)

Beneficial ownership information based on information contained in a Schedule 13G/A filed with the SEC on February 12, 2014 by The Vanguard Group, Inc. The Vanguard Group, Inc. has sole voting power with respect to 69,328 shares, sole dispositive power with respect to 2,788,003 shares and shared dispositive power with respect to 66,028 shares. Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially owns 66,028 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., beneficially owns 3,300 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 were most recently revised in September 2014, 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;

•	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;

•	Our chairman of the Board is not our chief executive officer and 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 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 compensation mix is 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 balance among stock options, performance share units and time-based vesting restricted stock units.

•	Time-based vesting equity awards for the Named Executive Officers 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 2014.

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Equity awards in the form of stock options were limited to approximately 40% of the time-based vesting award value, which reduces the incentive to take unnecessary or excessive risks to increase our stock price. The remaining approximately 60% of the time-based vesting award value was delivered in the form of time-based vesting restricted stock units, which aligns 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.

•	Our incentive programs are based on a sliding scale with amounts interpolated between threshold, target and stretch. These awards can 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 our interests and the interests of our stockholders.

•	Payouts for awards under our Annual Cash Incentive Plan and the vesting of performance shares and units are based on results included in 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 are subject to stock ownership requirements as described in DIRECTOR COMPENSATION—Stock Ownership Requirement.

•	Members of the Compensation Committee approve the final incentive compensation pool based on the minimum performance hurdle as described in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of our Executive Compensation Program—Minimum Performance Hurdle after reviewing corporate performance.

•	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.

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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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•	Annual cash retainer of:

•	$60,000 for serving as the Lead Independent 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.

•	Meeting attendance fees of:

•	$2,200 for each in-person meeting of the Board;

•	$1,100 for each telephonic meeting of the Board;

•	$1,700 for each meeting of the Audit Committee; and

•	$1,100 for each meeting of the Compensation Committee and the Nominating and Governance Committee.

•	Annual equity grants consisting of (without duplication):

•	2,400 restricted stock units for serving as a director;

•	2,800 restricted stock units for serving as chair of the Audit Committee; and

•	3,500 restricted stock units for serving as Lead Independent Director

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(1)	This column shows the amount of cash compensation earned in fiscal 2014 for service on the Board and its committees. Mr. Barker elected to not to stand for re-election and Ms. Burton was not nominated for re-election at the 2013 annual meeting of stockholders. Fees paid were for attendance at board meetings in Fiscal 2014 prior to the 2013 annual meeting of stockholders.

(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 2014 calculated in accordance with Financial Accounting Standards Board

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(3)	At August 2, 2014, the directors had options (including those which are not yet vested) to purchase the following number of shares of common stock: Ms. Bates—none; Ms. Clark—none; Mr. Funk—27,625 shares; Ms. Graham—887 shares; Mr. Heffernan—19,950 shares; Mr. Roy—18,630 shares; and Mr. Schnieders—2,660 shares.

(4)

As of August 2, 2014, two of our non-employee directors 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 August 2, 2014, Ms. Clark is the only director to defer a portion of their director fees paid in cash under the Deferred Compensation Plan.

(5)	The amount in this column represents the amount of cash compensation that Mr. Funk earned in fiscal 2014 in his capacity as our executive advisor. Mr. Funk does not receive fees for attending meetings of the Board or its committees.

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

•	Senior Vice President, Chief Financial Officer and Treasurer (Mark E. Shamber);

•	Senior Vice President, General Counsel and Chief Compliance Officer (Joseph J. Traficanti);

•	Chief Operating Officer (Sean F. Griffin); and

•	Senior Vice President, National Sales and Service and President - Eastern Region (Craig H. Smith).

•

For fiscal 2014, approximately 60% of total target compensation for our President and Chief Executive Officer and approximately 30-40% of total target compensation for the other Named Executive Officers was performance-based and could be earned only upon the achievement of challenging 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.

•	We are not a party to any currently effective employment agreements with any of our Named Executive Officers.

•	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 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 in the sole discretion of the Board.

•	We have stock ownership guidelines 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.

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Any benefits to be paid upon a change in control under the severance agreements or change in control agreements with our Named Executive Officers 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. There are no supplemental executive retirement plans established exclusively for the benefit of the Named Executive Officers.

•	We conduct periodic reviews and assessments of 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 Consulting Group LLC ("Semler Brossy"), an independent compensation consultant in fiscal 2014. 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 stock options, time-based vesting restricted stock units, and performance-based vesting restricted stock units, which we sometimes refer to as performance units, and in the case of our Chief Executive Officer performance-based vesting restricted stock, which we sometimes refer to as performance shares; and

•	Other compensation and benefits including minimal perquisites and participation in the Deferral Plans (as described in EXECUTIVE COMPENSATION TABLES—Nonqualified Deferred Compensation—Fiscal 2014 below) as well as

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(1)	For each Named Executive Officer, fiscal 2013 Base Salaries were effective as of July 29, 2012.

(2)	For each Named Executive Officer, fiscal 2014 Base Salaries were effective as of August 4, 2013.

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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)	See discussion of adjustments related to our actual results with respect to these metrics under the caption "Determination of Annual Cash Incentive Plan Payouts" below.

(3)	Return on invested capital for purposes of the performance-based annual cash incentive represents net operating profit after income taxes, divided by the sum of total debt and stockholders equity.

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(1)

In setting the performance metric applicable to Mr. Spinner based on succession planning, we based the performance metric on results that were improvements over existing strategies and included specific identification of potential internal candidates to replace our Chief Executive Officer as well as certain other executive officers, 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. 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. For the performance metric that we have not disclosed specifics, Mr. Spinner achieved the "target" performance level.

(1)

In setting the performance metric applicable to Mr. Shamber based on consolidation of our accounting system, we based the performance metric on results that would provide a more consolidated accounting process. For this performance metric there were two measurable payout level metrics - "threshold" and "target." 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. Mr. Shamber achieved "target" level of performance. If the "target" level performance was achieved, Mr. Shamber could earn up to 100 % of the "stretch" level payout based on the amount of consolidated

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(1)

In setting the performance metric applicable to Mr. Traficanti based on safety and workers compensation control, we based the performance metric on results that would provide a measurable cost savings compared to the prior year's results. For the performance metric, a target of approximately $24.5 million was set for "threshold" and a target of approximately $23.8 million was set for "target." Actual safety and workers compensation expense for the year was $22.0 million or better than "target" performance level. If the “target” level of performance was achieved, Mr. Traficanti could earn up to 100% of the "stretch" level payout based on the amount of consolidated operating income (expressed as a percentage of the "stretch"-level target) we achieved. Since our actual consolidated operating income, adjusted for items described above, was 89% of our "stretch" level target, Mr. Traficanti's payout for this performance metric was 17.9% of his base salary.

(2)

In setting the performance metric applicable to Mr. Traficanti based on legal expenses, we based the performance metric on results that would provide a measurable cost savings compared to the prior year's results. For the performance metric, a target of approximately $5.1 million was set for "threshold" and a target of approximately $4.8 million was set for "target." Actual legal expense for the year, excluding legal costs associated with the acquisitions of Trudeau and Tony's were $4.79 million or slightly better than the "target" performance level. If the “target” level of performance was achieved, Mr. Traficanti could earn up to 100% of the "stretch" level payout based on the amount of consolidated operating income (expressed as a percentage of the "stretch"-level target) we achieved. Since our actual consolidated operating income, adjusted for items described above, was 89% of our "stretch" level target, Mr. Traficanti's payout for this performance metric was 17.9% of his base salary.

(1)

In setting the performance metrics applicable to Mr. Griffin based on the performance of our Albert's and UNFI Canada regions and service level to customers, we considered historical levels of performance and based the performance metric 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 was to achieve is reflected in what level of payout the executive actually received with respect to the metric. For the performance metrics for which we have not disclosed targets, Mr. Griffin did not achieve "threshold" performance level for Albert's and UNFI Canada Region operating income and slightly below the "target" performance level for service level. Had the “target” level of performance been achieved for either of these metrics, Mr. Griffin could have earned up to 100% of the "stretch" level payout based on the amount of consolidated operating income (expressed as a percentage of the "stretch"-level target) we achieved.

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(1)

In setting the performance metrics applicable to Mr. Smith based on the performance of our Eastern Region and service level to customers, we considered historical levels of performance and based the performance metric 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 was to achieve is reflected in what level of payout the executive actually received with respect to the metric. For the performance metrics for which we have not disclosed targets, Mr. Smith did not achieve "threshold" performance level for Eastern Region operating income and slightly below the "target" performance level for service level. Had the “target” level of performance been achieved for either of these metrics, Mr. Smith could have earned up to 100% of the "stretch" level payout based on the amount of consolidated operating income (expressed as a percentage of the "stretch"-level target) we achieved.

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(1)

The payout percentages apply with respect to each of the equally-weighted performance criteria. For example, if our ROIC for the relevant measurement period was 9.49% and our total shareholder return for the relevant measurement period was 1,000 basis points or less below the S&P 400 Mid Cap Index, 100% of the portion of the award tied to ROIC would vest (or 50% of the total award) and 50% of the portion of the award tied to Relative TSR would vest (or 25% of the total award), resulting in an aggregate of 75% of the total award vesting.

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(1)

The payout percentages apply with respect to each of the equally-weighted performance criteria. For example, if our ROIC for the relevant measurement period was 11.00% and our total shareholder return for the relevant measurement period was the median shareholder return of the five-company comparator group, 100% of the portion of the award tied to ROIC would vest (or 50% of the total award) and 50% of the portion of the award tied to Relative TSR would vest (or 25% of the total award), resulting in an aggregate of 75% of the total award vesting.

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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)

Amounts shown represent the grant date fair value of awards of restricted stock units, and, with respect to Mr. Spinner in fiscal 2012 through fiscal 2014, performance shares and performance units at the target level, and, with respect to Messrs. Shamber, Traficanti, Griffin, and Smith in fiscal 2012 through fiscal 2014, performance units at the target level, as computed under ASC 718 granted during the fiscal year indicated. For performance shares and 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 August 2, 2014 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 shares and performance units to Mr. Spinner in fiscal 2014, fiscal 2013 and fiscal 2012, assuming stretch performance, were $3,877,298, $4,123,918 and $3,727,395 respectively. The grant date fair value of awards of performance units to Messrs. Shamber, Traficanti, Griffin and Smith in fiscal 2014, assuming stretch performance, were $361,777, $331,480, $435,945, and $323,979, respectively. The grant date fair value of awards of performance units to Messrs. Shamber, Traficanti, Griffin and Smith in fiscal 2013, assuming stretch performance, were $424,162, $379,861, $502,914 and $380,145, respectively. The grant date fair value of awards

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(2)

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 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 August 2, 2014 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards.

(3)	Amounts shown for fiscal 2014 reflect payments made in fiscal 2015 under our 2014 Senior Management Cash Incentive Plan related to fiscal 2014 performance. For a discussion regarding the 2014 Senior Management Cash Incentive Plan, see EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of our Executive Compensation Program—Performance-Based Annual Cash Incentive Compensation.

(4)

Amounts reported in this column represent earnings on deferred compensation that exceed 120% of the federal applicable long-term rate, which was 3.06%. These amounts as well as all other earnings on deferred compensation of the Named Executive Officers in fiscal 2014 are included in the table included under Nonqualified Deferred Compensation—Fiscal 2014 under the column "Aggregate Earnings in Last Fiscal Year."

(5)

Represents an automobile allowance ($5,062), an allowance for living expenses while in the area of our Corporate Headquarters in Providence, Rhode Island ($39,230), an amount received to "gross up" the two preceding benefits to offset the related tax obligations ($20,534), an allocation of shares under the ESOP ($2,612), our contributions to a 401(k) account ($8,713) and the provision of air and rail travel from Mr. Spinner's homes in New York and Pennsylvania to our Corporate Headquarters ($4,174).

(6)	Represents an allocation of shares under the ESOP ($2,612) and our contributions to a 401(k) account ($8,916).

(7)	Represents a scheduled distribution from the nonqualified deferred compensation plan ($41,122), an allocation of shares under the ESOP ($2,612), our contributions to a 401(k) account ($7,055), and the provision of air travel from Mr. Traficanti's home in Virginia to our Corporate Headquarters ($5,472).

(8)	Represents an allocation of shares under the ESOP ($2,612), our contributions to a 401(k) account ($7,142) and the payment of premiums for life insurance ($10,390).

(9)	Represents an allocation of shares under the ESOP ($2,612) and our contributions to a 401(k) account ($8,997).

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(1)

This column shows separately the possible payouts to the Named Executive Officers under our 2014 Senior Management Cash Incentive Plan for the fiscal year ended August 2, 2014 for "threshold", "target" and "stretch" performance. Actual amounts paid in September 2014 for these incentives are reflected in the table included under Summary Compensation Table—Fiscal Years 2012-2014 under the column "Non-Equity Incentive Plan Compensation."

(2)

For Mr. Spinner's award granted on September 16, 2013, this column shows the number of performance shares (22,229) granted in fiscal 2014 at target levels of performance. Vesting of Mr. Spinner's performance shares was linked to our attaining certain levels of operating income and return on invested capital for fiscal 2014. At the conclusion of the performance period, and based on our actual results measured against the performance measures, a total of 19,396 performance shares vested. The remainder of the performance shares were forfeited.

(3)	This column shows the number of time-based vesting restricted stock units granted in fiscal 2014 to the Named Executive Officers.  All of the time-based vesting restricted stock units vest in four equal annual installments beginning on the first anniversary of the date of grant.

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(4)	This column shows the number of stock options granted in fiscal 2014 to the Named Executive Officers. These stock options vest and become exercisable on a one-for-one basis for our common stock in four equal annual installments beginning on the first anniversary of the date of grant and expire ten years from the date of grant.

(5)	This column shows the exercise price of stock option awards, which was the closing price of our common stock on the date of grant.

(6)

For grants during fiscal 2014, the amount shown with respect to each award represents the grant date fair value of the award calculated using the assumptions described in footnotes (1) and (2) of the table included under Summary Compensation Table—Fiscal Years 2012-2014. The grant date fair value of performance shares and 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)	All awards included in the table above 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 $58.71 per share, the closing price of our common stock on the NASDAQ Global Select Market on August 1, 2014, the last business day of fiscal 2014.

(3)

Represents the number of shares that may be issued pursuant to performance units at the threshold level of performance utilizing the closing price of our common stock on the NASDAQ Global Select Market on August 1, 2014, the day before the last business day of fiscal 2014. The performance units have performance criteria tied to our performance in fiscal 2014 and fiscal 2015, denominated in dollars at grant, and the number of performance units shown is based on the amounts of the Named Executive Officer's base salary and performance-based annual cash incentive award earned in fiscal 2013, which is described in more detail in EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Components of Our Executive Compensation Program—Long-term Equity-Based Incentive Program—Performance-Based Vesting Restricted Stock Units.

(4)	Market value reflects the number of shares that may be issued pursuant to performance units at the threshold level of performance, multiplied by $58.71 per share, the closing price of our common stock on the NASDAQ Global Select Market on August 1, 2014, the last business day of fiscal 2014.

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(1)

In connection with the vesting of restricted stock and restricted stock units (including vested performance shares and performance units for Mr. Spinner), 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 during fiscal 2014 but included in this table was: Mr. Spinner—24,615; Mr. Shamber—2,630; Mr. Traficanti—1,782; Mr. Griffin—3,792; and Mr. Smith—2,311.

(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 shares during fiscal 2014, of which 19,396 performance shares vested effective August 2, 2014 and are included herein. Mr. Spinner has elected to defer 25% of the shares issued upon vesting of his September 11, 2009 restricted stock unit award. One-quarter of such restricted stock units vested during fiscal 2014, and the value herein excludes the impact of the resulting deferral of 2,031 shares ($119,443). For each portion of these stock awards that vests but is deferred, the proportionate number of shares are allocated to Mr. Spinner's balance in the Deferred Stock Plan. See the table under Nonqualified Deferred Compensation—Fiscal 2014.

(4)

Mr. Shamber has elected to defer 50% of the shares issued upon vesting of his September 11, 2009, September 10, 2010 and September 12, 2011 restricted stock unit awards. One-quarter of such restricted stock units vested during fiscal 2014, and the value herein excludes the resulting deferral of 4,135 shares ($245,673). For each portion of these stock awards that vests but is deferred, the proportionate number of shares are allocated to Mr. Shamber's balance in the Deferred Stock Plan. See the table under Nonqualified Deferred Compensation—Fiscal 2014.

(5)

Mr. Traficanti has elected to defer 100% of the shares issued upon vesting of his September 10, 2010 restricted stock unit award. One-quarter of such restricted stock units vested during fiscal 2014, and the value herein excludes the impact of the resulting deferral of 2,415 shares ($143,910). For each portion of these stock awards that vests but is deferred, the proportionate number of shares are allocated to Mr. Traficanti's balance in the Deferred Stock Plan. See the table under Nonqualified Deferred Compensation—Fiscal 2014.

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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 2014 of the table under Summary Compensation Table—Fiscal Years 2012-2014.

(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 2014 "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 2012-2014.

(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 are calculated as follows: (i) number of vested shares deferred in fiscal 2014 valued at the change in the closing stock price from the date of vesting to the end of fiscal 2014 plus, (ii) the number of vested shares that were deferred prior to fiscal 2014, valued by the change in the closing stock price on the first day of fiscal 2014 to the last day of fiscal 2014. None of the amounts reflected in the "Aggregate Earnings in Last Fiscal Year" column for equity awards have been reported as compensation in table under Summary Compensable Table—Fiscal Years 2012-2014 as a result of the fact that above-market or preferential earnings are not possible in connection with these items.

(4)	This column includes the following amounts that previously have been reported as non-equity compensation in fiscal 2013 and fiscal 2012 in the table under Summary Compensation Table—Fiscal Years 2012-2014 and summary

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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 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)	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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(3)	Amount represents the sum of (i) three times Mr. Spinner's base salary and (ii) the average of Mr. Spinner's cash incentive payments paid in up to the three years prior to the year in which his employment was assumed terminated, but does not include any earned but unpaid cash incentive payment as of the assumed termination date.

(4)

Amount represents the value of continuing medical benefits for the Named Executive Officer and his dependents for a period of twelve months following a termination by us without Cause or a resignation by the Named Executive Officer for Good Reason, or in the case of termination by us without Cause or his resignation for Good Reason in either event within one year following a Change in Control, continuation of those benefits for three years following the termination date.

(5)	Amount represents an amount equal to the pro rata portion (based on the number of full calendar months elapsed in the fiscal year of termination) of the unvested balance of the ESOP which would vest on the next anniversary date following the date of the Employee’s termination.

(6)	Amount represents the value of the Named Executive Officer's ESOP account balance as of August 2, 2014, which would become 100% vested as of the termination date.

(7)

Amount represents the intrinsic value of each unvested stock option, share of restricted stock, restricted stock unit or unearned performance unit outstanding on August 2, 2014, 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 $58.71 per share, the closing price of our common stock on the NASDAQ Global Select Market on August 1, 2014, the last business day of fiscal 2014, exceeds the exercise price payable per award, if any.

(8)

Amount represents the intrinsic value of each restricted stock unit (with performance units vesting at target levels of performance) outstanding on August 2, 2014, which vests on an accelerated basis following the death or disability (as defined in the 2004 Equity Plan or 2012 Equity 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 $58.71 per share, the closing price of our common stock on the NASDAQ Global Select Market on August 1, 2014, the last business day of fiscal 2014, exceeds the exercise price payable per award, if any.

(9)	Amount represents the sum of (i) 2.99 times the Named Executive Officer's base salary at the assumed termination date; and (ii) the average of the Named Executive Officer's cash incentive payments paid in up to the three years prior to the year in which his employment was assumed terminated, but does not include any bonus earned but not paid as of the assumed termination date.

(10)	The Named Executive Officer is already fully vested in his ESOP account balance as of August 2, 2014. Therefore no incremental benefit would be realized as a result of a change in control.

(11)	Amount represents the sum of (i) 1.5 times the Named Executive Officer's base salary at the assumed termination date; and (ii) the average of the officer's cash incentive payments paid in up to the three years prior to the year in which his employment was assumed terminated, but does not include any bonus earned but not paid as of the assumed termination date.

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•	The supermajority voting provisions in Article Eleventh (Section 6) of our Certificate of Incorporation will be amended to reduce the required vote for the removal of directors by the stockholders to a majority of the shares of the capital stock of the Company issued and outstanding and entitled to vote.

•

The supermajority voting provisions in Articles Eleventh (Section 10), Twelfth and Thirteenth of our Certificate of Incorporation will be eliminated, thereby reducing the required vote for amendment, alteration, change or repeal of all provisions of our Certificate of Incorporation to an affirmative vote of a majority of the Company’s issued and outstanding shares of capital stock entitled to vote on such amendment, alteration, change or repeal.

•	The supermajority voting provisions in Section 2.5 of our Bylaws will be amended to reduce the required vote for the removal of directors by the stockholders to a majority of the shares of the capital stock of the Company issued and outstanding and entitled to vote.

•

The supermajority voting provisions and any references thereto in Article Seven of our Bylaws will be eliminated, thereby reducing the required vote for amendment, alteration, change or repeal of all provisions of our Bylaws to an affirmative vote of a majority of the Company’s issued and outstanding shares of capital stock entitled to vote on such amendment, alteration, change or repeal. As a result of the amendments to Article Seven of our Bylaws, the Board and our stockholders will each be able to amend any Article or Section of our Bylaws without the vote of the other. In the case of amendments approved by the stockholders, the affirmative vote of the holders of a majority of the shares of our capital stock issued and outstanding and entitled to vote on such amendment will be required.

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(a)

Special meetings of stockholders may be called at any time by the Chair of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or the Board of Directors, and, subject to the requirements of this Section 1.3 and such other sections of these Bylaws as are applicable, a special meeting of the stockholders shall be called by the Secretary of the corporation upon written request to the Secretary of the corporation (each such request, a “Special Meeting Request” and such meeting a “Stockholder Requested Special Meeting”) of the holders of record of at least twenty-five percent (25%) of the voting power of all outstanding shares of common stock of the corporation (the “Common Stock”) entitled to vote at such meeting, which shares are determined to be “Net Long Shares” (as defined below) (the “Requisite Percentage”), who have held such shares continuously for at least one year prior to the date such Special Meeting Request is delivered to the Secretary of the corporation (such period, the “One-Year Period”) and who have complied in full with the requirements set forth in these Bylaws. A special meeting of stockholders may be held at such date, time and place, if any, within or without the State of Delaware as may be designated by the Board of Directors; provided, however, that the date of any Stockholder Requested Special Meeting shall be not more than 90 days after a Special Meeting Request(s) satisfying the requirements set forth in these Bylaws and representing the Requisite Percentage is received by the Secretary of the corporation. Business transacted at any special meeting of stockholders, including any Stockholder Requested Special Meeting, shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

(b)

To be in proper form and valid, a Special Meeting Request must be signed by the holders of the Requisite Percentage (or their duly authorized agents), be delivered to the Secretary of the corporation at the corporation’s principal executive offices by registered mail, return receipt requested or by nationally recognized private overnight courier service and shall (A) set forth a statement of the specific purpose or purposes of the meeting and the matters proposed to be acted on at such special meeting (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (B) bear the date of signature of each stockholder (or duly authorized agent) signing the request, (C) set forth (w) the name and address, as they appear in the corporation’s books, of each stockholder signing such request (or on

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(c)

In determining whether a special meeting of stockholders has been requested by the record holders of shares representing in the aggregate at least the Requisite Percentage who have held such shares continuously for the One-Year Period, multiple Special Meeting Requests delivered to the Secretary of the corporation will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting, in each case as determined by the Board of Directors (which, if such purpose is the nominating of a person or persons for election to the Board of Directors, will mean that the exact same person or persons are nominated in each relevant Special Meeting Request), and (ii) such Special Meeting Requests have been dated and delivered to the Secretary of the corporation within sixty (60) days of the earliest dated Special Meeting Request. A stockholder may revoke a Special Meeting Request at any time by written revocation delivered to the Secretary of the corporation. If, following such revocation, there are unrevoked requests from stockholders representing in the aggregate less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the special meeting.

(d)	At any Stockholder Requested Special Meeting, the business transacted shall be limited to the purpose(s) stated in the Special Meeting Request; provided, however, that the Board of Directors shall

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(e)

Except to the extent previously determined by the Board of Directors in connection with a Special Meeting Request, the chairperson of the Stockholder Requested Special Meeting shall determine at such meeting whether any proposed business or other matter to be transacted by the stockholders has not been properly brought before the special meeting and, if he or she should so determine, the chairperson shall declare that such proposed business or other matter was not properly brought before the meeting and such business or other matter shall not be presented for stockholder action at the meeting. In addition, notwithstanding the foregoing provisions of this Section 1.3, unless otherwise required by law, if the Requesting Stockholder(s) (or a qualified representative of the stockholder) does not appear at the Stockholder Requested Special Meeting to present a nomination or other proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation.

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