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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