================================================================================
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): November 2, 2006
WHOLE FOODS MARKET, INC.
(Exact name of registrant as specified in its charter)
Texas 0-19797 74-1989366
(State of (Commission File (IRS Employer
incorporation) Number) Identification Number)
550 Bowie St.
Austin, Texas 78703
(Address of principal executive offices)
Registrant's telephone number, including area code:
(512) 477-4455
Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the reporting obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 of the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act
================================================================================
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 2, 2006, the Company issued a press release announcing its results
of operations for its fourth fiscal quarter ended September 24, 2006. A copy of
the press release is furnished herewith as Exhibit 99.1.
In addition to reporting financial results in accordance with generally accepted
accounting principles, GAAP, the Company provides non-GAAP operating results
that exclude certain charges or credits and information regarding Economic Value
Added ("EVA"). These amounts are not in accordance with, or an alternative to,
GAAP. The Company's management believes that these presentations provide useful
information to management, analysts and investors regarding certain additional
financial and business trends relating to its results of operations and
financial condition and to help enable comparability between current and prior
periods. In addition, management uses non-GAAP EVA measures for reviewing the
financial results of the Company and for incentive compensation and capital
planning purposes. In the press release, the Company has presented its results
for the twelve and fifty-two week periods ended September 24, 2006 and September
25, 2005 on a GAAP and Non-GAAP basis with a line item reconciliation. Also in
the press release, is a tabular reconciliation of EVA to GAAP net income, which
the Company believes to be the most directly comparable GAAP financial measure.
The information contained in this Item 2.02, including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section. Furthermore, the
information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to
be incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS
On November 2, 2006 the Company issued a press release announcing that its Board
of Directors has approved a 20% increase in its quarterly dividend to $0.18 per
share payable January 22, 2007 to shareholders of record at the close of
business on January 12, 2007. A copy of the press release is furnished herewith
as Exhibit 99.1.
On November 2, 2006 the Company issued a second press release: announcing that
its Board of Directors approved an increase in the Company's salary cap for 2006
and future years from 14 times to 19 times the average pay of all full-time team
members employed during the applicable year; announcing that the Company's
Chief Executive Officer, John Mackey, will reduce his salary to $1 beginning
January 1, 2007 and forgo any future stock option awards. A copy of the press
release is furnished herewith as Exhibit 99.2.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press release dated November 2, 2006, regarding fourth quarter
results of operations and quarterly dividend.
99.2 Press release dated November 2, 2006, regarding the salary cap
and compensation.
SIGNATURE
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.
Date: November 2, 2006 By: /s/ Glenda Chamberlain
--------------------------------
Glenda Chamberlain
Executive Vice President and
Chief Financial Officer
3