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):  September 15, 2015

 

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

0-19797

 

74-1989366

(State or other jurisdiction of
incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

550 Bowie Street, Austin, Texas

 

78703

(Address of principal executive offices)

 

(Zip Code)

 

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 September 15, 2015 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 2016 or upon a successor being elected and qualified.  All director nominees were duly elected.

 

 

 

FOR

 

WITHHELD

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGES

 

Dr. John Elstrott

 

246,430,527

 

5,936,348

 

63,434,885

 

98% FOR

 

Shahid (Hass) Hassan

 

248,223,669

 

4,143,206

 

63,434,885

 

98% FOR

 

Stephanie Kugelman

 

248,014,166

 

4,352,709

 

63,434,885

 

98% FOR

 

John Mackey

 

248,244,549

 

4,122,326

 

63,434,885

 

98% FOR

 

Walter Robb

 

248,320,794

 

4,046,081

 

63,434,885

 

98% FOR

 

Jonathan Seiffer

 

248,969,335

 

3,397,540

 

63,434,885

 

99% FOR

 

Morris (Mo) Siegel

 

247,014,662

 

5,352,213

 

63,434,885

 

98% FOR

 

Jonathan Sokoloff

 

248,883,888

 

3,482,987

 

63,434,885

 

99% FOR

 

Dr. Ralph Sorenson

 

245,061,037

 

7,305,838

 

63,434,885

 

97% FOR

 

Gabrielle Sulzberger

 

247,296,626

 

5,070,249

 

63,434,885

 

98% FOR

 

W. (Kip) Tindell, III

 

200,578,318

 

51,788,557

 

63,434,885

 

79% FOR

 

 

2.                                      To approve the compensation of the named executive officers.  This proposal was approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

237,610,164

 

12,926,868

 

1,829,843

 

63,434,885

 

95% FOR

 

3.                                      To ratify the appointment of Ernst & Young LLP as independent auditor for the Company for the fiscal year ending September 27, 2015.  This proposal was approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

APPLICABLE
PERCENTAGE

309,395,873

 

4,269,357

 

2,136,530

 

99% FOR

 

4.                                      To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 600 million to 1.2 billion.  This proposal was approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

APPLICABLE
PERCENTAGE

238,823,655

 

73,192,683

 

3,785,422

 

67% FOR

 

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5.                                      To adopt the shareholder proposal requiring our Board of Directors to adopt a policy related to limiting acceleration of vesting upon a change in control.  This proposal was not approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

65,252,359

 

185,161,765

 

1,952,751

 

63,434,885

 

74% AGAINST

 

Item 8.01                                           Other Events

 

On September 15, 2015 the Company’s Board of Directors declared a dividend of $0.13 per share, payable October 13, 2015 to our common stock shareholders of record at the close of business on October 2, 2015.

 

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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.

 

 

WHOLE FOODS MARKET, INC.

 

 

 

 

 

By:

/s/ Glenda Flanagan

Date: September 15, 2015

Glenda Flanagan

 

Executive Vice President and

 

Chief Financial Officer

 

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