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 |
| APPLICABLE |
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 |
| APPLICABLE |
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- |
201,646,210 |
| 473,868 |
| 20,346,020 |
| 509,050 |
| 54,100,392 |
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 |
|
|
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 |
| APPLICABLE |
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 |
| APPLICABLE |
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.
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 |