Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
WHOLE FOODS MARKET, INC.
A Texas Corporation
Whole Foods Market, Inc., a Texas for-profit corporation (the “Corporation”), hereby adopts this Certificate of Amendment (the “Amendment”).
| 1. | The name of the Corporation is Whole Foods Market, Inc. |
| 2. | The Corporation is a for-profit corporation organized under the laws of the State of Texas. |
| 3. | The file number issued to the Corporation by the secretary of state is 44435900. |
| 4. | The date of formation of the Corporation is August 15, 1978. |
| 5. | The following identified provision of the Corporation’s Amended and Restated Articles of Incorporation is amended as follows: |
The second sentence of ARTICLE IV, Section A is replaced with the following sentence:
“The aggregate number of shares of Common Stock authorized to be issued is 600,000,000 shares with no par value.”
| 6. | This Amendment has been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the Corporation. |
| 7. | This document becomes effective when the document is filed by the secretary of state. |
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The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
Date: August 23, 2017
| WHOLE FOODS MARKET, INC., | |||
| a Texas corporation | |||
| By: | /s/ Heather Stern | ||
| Name: | Heather Stern | ||
| Title: | General Counsel & | ||
| Secretary | |||
[Signature Page to Certificate of Amendment]
