SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] | |
Filed by a Party other than the Registrant [ ] | | |
| | |
Check the appropriate box: | | |
[ ] | | Preliminary Proxy Statement | [ ] | Soliciting Material Under Rule 14a-12 |
[ ] | | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | |
[ ] | | Definitive Proxy Statement | |
[X] | | Definitive Additional Materials | |
| Whole Foods Market, Inc. | |
| (Name of Registrant as Specified In Its Charter) | |
| | |
| | |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | |
Payment of Filing Fee (Check the appropriate box): |
[X] | | No fee required. |
[ ] | | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| | 1) | | Title of each class of securities to which transaction applies: |
| | | | |
| | 2) | | Aggregate number of securities to which transaction applies: |
| | | | |
| | 3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | | | |
| | 4) | | Proposed maximum aggregate value of transaction: |
| | | | |
| | 5) | | Total fee paid: |
| | | | |
[ ] | | Fee paid previously with preliminary materials: |
[ ] | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| | 1) | | Amount previously paid: |
| | | | |
| | 2) | | Form, Schedule or Registration Statement No.: |
| | | | |
| | 3) | | Filing Party: |
| | | | |
| | 4) | | Date Filed: |
| | | | |
*** Exercise YourRightto Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on March 9, 2012.
WHOLE FOODS MARKET, INC. WHOLE FOODS MARKET, INC. 550 BOWIE STREET AUSTIN, TX 78703 |
Meeting Information |
Meeting Type: Annual Meeting |
For holders as of: January 10, 2012 |
Date: March 9, 2012 Time:9:00 a.m., local time |
Location: | Argonaut Hotel 495 Jefferson Street San Francisco, California 94109 |
| |
You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. |
|
See the reverse side of this notice to obtain proxy materials and voting instructions. |
— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT |
How to View Online: Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) and visit:www.proxyvote.com. |
How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
1)BY INTERNET: www.proxyvote.com 2)BY TELEPHONE: 1-800-579-1639 3)BY E-MAIL*: sendmaterial@proxyvote.com |
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) in the subject line. |
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 24, 2012 to facilitate timely delivery. |
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person:Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
Vote By Internet:To vote now by Internet, go towww.proxyvote.com.Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX available and follow the instructions. |
Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
Voting Items | | |
|
The Board of Directors recommends that you vote FORthe following director nominees: |
1. | ELECTION OF DIRECTORS: |
| 01) | DR. JOHN ELSTROTT | 07) | JONATHAN SEIFFER |
| 02) | GABRIELLE GREENE | 08) | MORRIS (MO) SIEGEL |
| 03) | SHAHID (HASS) HASSAN | 09) | JONATHAN SOKOLOFF |
| 04) | STEPHANIE KUGELMAN | 10) | DR. RALPH SORENSON |
| 05) | JOHN MACKEY | 11) | WILLIAM (KIP) TINDELL, III |
| 06) | WALTER ROBB | | |
| |
The Board of Directors recommends you voteFORthe following company proposals: | |
| |
2. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR FISCAL YEAR 2012. | |
| | |
3. | RATIFICATION OF THE COMPENSATION PACKAGE GRANTED TO OUR NAMED EXECUTIVE OFFICERS. | |
| | |
4. | ADOPTION OF THE AMENDMENT TO INCREASE THE COMPANY'S AUTHORIZED SHARES OF COMMON STOCK TO 600 MILLION. | |
| | | |
| | | |
| | | |
| | | |
The Board of Directors recommends you voteAGAINST the following shareholder proposals:
| |
| | |
5. | SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S BYLAWS TO PERMIT REMOVAL OF DIRECTORS WITH OR WITHOUT CAUSE. | |
| | |
6. | SHAREHOLDER PROPOSAL TO REQUIRE THE COMPANY TO HAVE, WHENEVER POSSIBLE, AN INDEPENDENT CHAIRMAN OF THE BOARD OF DIRECTORS WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF THE COMPANY. | |
| | |
IF YOU GRANT A PROXY, THE PROXY HOLDERS WILL ALSO HAVE THE DISCRETION TO VOTE THESE SHARES ON ANY ADDITIONAL MATTERS PROPERLY PRESENTED FOR A VOTE AT THE MEETING IN ACCORDANCE WITH TEXAS LAW AND THE COMPANY'S BYLAWS. | |