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):  March 15, 2013

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(512) 477-4455

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07              Submission of Matters to a Vote of Security Holders

The Company convened its annual meeting of shareholders on March 15, 2013 pursuant to notice duly given.  The matters voted upon at the meeting and the results of such voting are set forth below:

1.                             To elect eleven directors to the Board of Directors of the Company to serve one-year terms expiring at the later of the Annual Meeting of Shareholders in 2014 or upon a successor being elected and qualified.  All director nominees were duly elected.

2.                             To ratify the appointment of Ernst & Young LLP as independent auditor for the Company for the fiscal year ending September 29, 2013.  This proposal was approved.

3.                             To conduct an advisory vote to approve the compensation of the named executive officers.  This proposal was approved.

4.                             To ratify the amendment of the Company’s 2009 stock incentive plan to increase the number of shares of common stock authorized for issuance pursuant to such plan by an additional 14.5 million shares and increase the number of shares by which the plan pool is reduced for each full value award from 2 to 2.25.  This proposal was approved.

2

5.                             To adopt the shareholder proposal regarding extended producer responsibility for post-consumer product packaging.  This proposal was not approved.

6.                             To adopt the shareholder proposal requiring the Company to have, whenever possible, an independent Chairman of the Board of Directors who has not previously served as an executive officer of the Company.  This proposal was not approved.

Item 8.01              Other Events

On March 15, 2013 the Company’s Board of Directors declared a dividend of $0.20 per share, payable April 23, 2013 to shareholders of record at the close of business on April 12, 2013.

On March 18, 2012, the Company announced that Dr. John B. Elstrott, Chairman of the Board of Directors of the Company, adopted a stock trading plan in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Dr. Elstrott’s trading plan is part of his asset diversification, tax and financial planning strategy. Under the trading plan, if the stock price is above specified levels, a brokerage firm will be authorized to exercise up to 2,500 of Dr. Elstrott’s options to purchase common stock of the Company and sell the issued shares. Transactions under the trading plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission to the extent required by law.

3

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.

4