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):  February 17, 2017

 

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 February 17, 2017 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 twelve 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 2018 or upon a successor being elected and qualified.  All director nominees were duly elected.

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGES

Dr. John Elstrott

 

201,163,840

 

20,784,256

 

1,027,052

 

54,100,392

 

91% FOR

Mary Ellen Coe

 

219,755,716

 

2,752,772

 

466,660

 

54,100,392

 

99% FOR

Shahid (Hass) Hassan

 

210,742,687

 

11,667,971

 

564,490

 

54,100,392

 

95% FOR

Stephanie Kugelman

 

210,431,463

 

12,081,240

 

462,445

 

54,100,392

 

95% FOR

John Mackey

 

211,932,433

 

10,497,415

 

545,300

 

54,100,392

 

95% FOR

Walter Robb

 

211,044,586

 

11,397,216

 

533,346

 

54,100,392

 

95% FOR

Jonathan Seiffer

 

212,359,667

 

10,061,386

 

554,095

 

54,100,392

 

95% FOR

Morris (Mo) Siegel

 

209,324,704

 

13,093,101

 

557,343

 

54,100,392

 

94% FOR

Jonathan Sokoloff

 

186,469,851

 

35,787,786

 

717,511

 

54,100,392

 

84% FOR

Dr. Ralph Sorenson

 

201,028,139

 

21,387,314

 

559,695

 

54,100,392

 

90% FOR

Gabrielle Sulzberger

 

207,422,465

 

14,850,954

 

701,729

 

54,100,392

 

93% FOR

W. (Kip) Tindell, III

 

189,832,657

 

32,578,964

 

563,527

 

54,100,392

 

85% FOR

 

2.                                      To approve, by advisory vote, the compensation of the named executive officers.  This proposal was approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

186,211,794

 

35,990,040

 

773,314

 

54,100,392

 

84% FOR

 

3.                                      To approve, by advisory vote, the frequency of shareholder votes on executive compensation.  Of the total votes cast, 91% voted for a say-on-pay vote every year, less than 1% voted for a say-on-pay vote every two years and 9% voted for a say-on-pay vote every three years.  Based on these results, the Board has determined that the Company will hold an advisory shareholder vote on the compensation of executives every year.

 

ONE YEAR

 

TWO YEARS

 

THREE YEARS

 

ABSTAIN

 

BROKER NON-
VOTES

201,646,210

 

473,868

 

20,346,020

 

509,050

 

54,100,392

 

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4.                                      To ratify the appointment of Ernst & Young LLP as independent auditor for the Company for the fiscal year ending September 24, 2017.  This proposal was approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

APPLICABLE
PERCENTAGE

 

 

273,542,701

 

2,788,102

 

744,737

 

99% FOR

 

 

 

5.                                      To approve the shareholder proposal requesting that the Board of Directors adopt revisions to the Company’s proxy access bylaw.  This proposal was not approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

80,874,659

 

139,912,709

 

2,187,780

 

54,100,392

 

63% AGAINST

 

6.                                      To approve the shareholder proposal requesting that the Company issue a report regarding the Company’s food waste efforts.  This proposal was not approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

63,832,376

 

146,199,855

 

12,942,917

 

54,100,392

 

70% AGAINST

 

Item 8.01                                           Other Events

 

On February 17, 2017 the Company’s Board of Directors declared a dividend of $0.140 per share, payable April 18, 2017 to common stock shareholders of record at the close of business on April 7, 2017.

 

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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: February 17, 2017

 

Glenda Flanagan

 

 

Executive Vice President and Chief Financial Officer

 

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