10-K/A 1 d10ka.htm FORM 10-K/A Form 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-K/A

(Amendment No. 1)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED SEPTEMBER 25, 2005

 

COMMISSION FILE NUMBER: 0-19797

 


 

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

 

Texas   74-1989366
(State of incorporation)   (IRS Employer Identification No.)

 

550 Bowie St.

Austin, Texas 78703

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:

512-477-4455

 

Securities registered pursuant to section 12(g) of the Act:

Common Stock, no par value

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

 

The aggregate market value of all common stock held by non-affiliates of the registrant as of April 8, 2005 was $6,750,523,451.

 

The number of shares of the registrant’s common stock, no par value, outstanding as of November 20, 2005 was 68,839,328.



EXPLANATORY NOTE

 

On December 8, 2005, we filed the Annual Report on Form 10-K for Whole Foods Market, Inc. (the “Company”) for the fiscal year ended September 25, 2005. The information required by Part III of such report was not set forth therein and was to be incorporated by reference from the Company’s Definitive Proxy Statement for the Annual Meeting of Stockholders to be held on March 6, 2006. This Amendment No. 1 to the Annual Report on Form 10-K/A is being filed solely to include the information that was previously intended to have been so incorporated by reference. As a result, this Amendment No. 1 to the Annual Report on Form 10-K/A may contain forward-looking information which has not been updated for events subsequent to the date of the original filing, and all information contained in this Amendment No. 1 to the Annual Report on Form 10-K/A and the original Annual Report on Form 10-K is subject to updating and supplementing as provided in the periodic reports that the Company has filed or will file with the SEC after the original filing date.

 

We completed a two for one stock split of our common stock on December 27, 2005. However, none of the share or per share information set forth in this Amendment No. 1 to the Annual Report on Form 10-K/A has been restated to give effect to such stock split, as the original filing (to which this amendment relates) predated the effectiveness of the stock split.

 

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PART III

 

Item 10. Directors and Executive Officers of the Registrant.

 

The information required by this item about our Company’s Executive Officers is included in Part I, “Item 1. Business” of the Annual Report on Form 10-K, filed on December 8, 2005 under the caption “Executive Officers of the Registrant.”

 

Directors of the Registrant

 

The following table sets forth the age and current committee assignments of each of the directors:

 

Name


   Age

  

Committees


David W. Dupree***

   52    Audit, Nominating and Governance (Chair)

Dr John B. Elstrott**

   57    Audit, Compensation, Nominating and Governance

Gabrielle E. Greene

   45    Audit (Chair), Compensation

Hass Hassan

   58    Compensation

John P. Mackey*

   52    None

Linda A. Mason

   51    Nominating and Governance

Morris J. Siegel

   56    Audit, Compensation

Dr. Ralph Z. Sorenson

   72    Nominating and Governance, Compensation (Chair)

* Chair
** Lead Director
*** Mergers and Acquisitions Director

 

David W. Dupree has served as director of the Company since August 1996. Since 1999, Mr. Dupree has been a Managing Director of The Halifax Group, a limited partnership founded to pursue small and mid-cap investment opportunities. Mr. Dupree also serves on the board of Insight Health Services Corp.

 

Dr. John B. Elstrott has served as a director of the Company since February 1995. Dr. Elstrott is a Clinical Professor of Entrepreneurship and the founding director of the Levy-Rosenblum Institute for Entrepreneurship at Tulane University’s Freeman School of Business, which was started in 1991. He has been on the faculty at Tulane since 1982. Mr. Elstrott also serves on the board of Spectrum Organic Products, Inc.

 

Gabrielle E. Greene has served as director of the Company since September 2003. Since January 2002, Ms. Greene has served as Chief Financial Officer of the Villanueva Companies, a private holding company with diverse investment interests. From August 2000 until January 2002, Ms. Greene served as CFO of Crown Services, a construction services company.

 

Hass Hassan has served as director of the Company since June 2005. Mr. Hassan is a General Partner of Greenmont Capital, an investment firm. Mr. Hassan founded Fresh & Wild, Ltd., an organic food retailer in the United Kingdom. Mr. Hassan served as President and Executive Chairman of Fresh & Wild from 1999 until 2004 when the company was acquired by Whole Foods Market.

 

John P. Mackey, co-founder of the Company, has served as Chairman of the Board and Chief Executive Officer since 1980. Mr. Mackey also served as President from June 2001 to October 2004.

 

Linda A. Mason has served as a director of the Company since March 2002. Ms. Mason is co-founder and Chairman of the Board of Bright Horizons Family Solutions, the world’s leading provider of employer sponsored child care, early education and work/life solutions. Ms. Mason served as President of Bright Horizons from 1986 until becoming Chairman in July 1998. Ms. Mason previously served as a director of the Company from July 1992 until January 2000 when she resigned due to other business commitments.

 

Morris J. Siegel has served as director of the Company since September 2003. Mr. Siegel is currently self-employed, operating Capitol Peaks, an investment firm. Mr. Siegel was the co-founder of Celestial Seasonings, Inc. serving as Chairman and CEO from 1970 until 2002. Celestial Seasonings merged with The Hain Food Group forming The Hain Celestial Group of which Mr. Siegel served as Vice Chairman from 2000 until retiring in 2002. Mr. Siegel also serves on the board of CNS Pharmaceutical Company.

 

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Dr. Ralph Z. Sorenson has served as a director of the Company since December 1994. Dr. Sorenson is Managing Partner of the Sorenson Limited Partnership, a venture investment partnership. Dr. Sorenson is President Emeritus of Babson College and Professor Emeritus and former Dean of the University of Colorado College of Business Administration. Dr. Sorenson also serves as a director of Eaton Vance Corp.

 

The Board of Directors has determined that all Audit Committee members are “Audit Committee financial experts” under the regulations promulgated by the SEC.

 

The Company has adopted a Code of Conduct and Ethics for Team Members and Directors pursuant to section 406 of the Sarbanes-Oxley Act. A copy of our Code of Conduct and Ethics is publicly available on our Company website at http://www.wholefoodsmarket.com/investor/codeofconduct.pdf. The information contained on our Web site is not incorporated by reference into this Report on Form 10-K.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company believes that all of its directors, officers and applicable shareholders timely filed these reports.

 

Item 11. Executive Compensation.

 

Summary of Executive Compensation

 

The following table includes information concerning compensation for the three-year period ended September 25, 2005 in reference to the six members of the Executive Team, which includes required disclosure related to our CEO and the four most highly compensated executive officers of the Company.

 

Name and

Principal Position


   Year

   Salary (1)

   Bonus (1)

   Other
Compensation (2)


   Stock
Options
Granted


John P. Mackey

Chairman of the Board and

Chief Executive Officer

   2005
2004
2003
   $
 
 
356,000
342,000
326,000
   $
 
 
126,000
118,000
114,000
   $
 
 
460,000
—  
—  
   17,000
13,750
8,000

Glenda Flanagan Chamberlain

Executive Vice President and

Chief Financial Officer

   2005
2004
2003
    
 
 
299,000
277,000
264,000
    
 
 
170,000
128,000
94,000
    
 
 
—  
—  
—  
   17,000
11,500
8,000

A. C. Gallo

Co-President and Chief

Operating Officer

   2005
2004
2003
    
 
 
314,000
296,000
282,000
    
 
 
176,000
88,000
104,000
    
 
 
—  
—  
—  
   17,000
13,000
8,000

Walter Robb

Co-President and Chief

Operating Officer

   2005
2004
2003
    
 
 
314,000
296,000
282,000
    
 
 
155,000
163,000
85,000
    
 
 
—  
—  
—  
   17,000
13,650
8,000

James P. Sud

Executive Vice President of Growth

And Business Development

   2005
2004
2003
    
 
 
299,000
277,000
264,000
    
 
 
147,000
128,000
94,000
    
 
 
—  
—  
—  
   17,000
11,500
8,000

Lee Valkenaar

Executive Vice President of

Global Support

   2005
2004
2003
    
 
 
299,000
268,000
255,000
    
 
 
128,000
97,000
106,000
    
 
 
—  
—  
—  
   17,000
19,250
6,000

 


(1)

Salary amounts shown above reflect the annual rate of pay for the officer and the calendar year shown; salary amounts actually received by named officers may be less than amounts shown due to officers electing to take time-off without pay. Bonus amounts shown above reflect the sum of the bonus earned for the fiscal year shown less any amounts which would cause cash compensation to exceed the salary cap. Additionally, certain bonuses shown include amounts earned and deferred in a prior year due to salary cap limitations; however, the Company has changed its policy regarding such deferrals and they will not be permitted in the future. Total salary and bonus amounts actually paid during 2005, 2004

 

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and 2003, respectively, were approximately as follows: Mr. Mackey, $436,000, $368,000 and $409,000; Ms. Chamberlain, $381,000, $366,000 and $406,000; Mr. Gallo, $436,000 $384,000 and $386,000; Mr. Robb, $436,000, $426,000 and $409,000; Mr. Sud, $436,000, $380,000 and $357,000; and Mr. Valkenaar $402,000, $426,000 and $357,000.

(2) Amount shown reflects a Board approved cash payment related to a prior stock option grant which expired unexercised due to a Company error.

 

Salary Cap Policy

 

We have a policy that limits the cash compensation paid to any Team Member in each calendar year, as follows:

 

A compensation cap is calculated each year by reference to a particular multiple of the average cash compensation of all full-time Team Members employed during such year. For its fiscal year 2005, the Company continues to use 14 times the above described average.

 

Employee benefits, stock options and any other form of non-cash compensation, such as 401(k) match, are not counted in determining and applying the salary cap.

 

Payouts under our EVA Incentive Compensation Plan (the “EVA Plan”) fall within the scope of the Company’s salary cap policy. Per our EVA Plan, amounts are contributed annually to a “pool” for each Team Member based on EVA results. A portion of the annual EVA pool contribution may remain in the pool and a portion is paid out annually. Annual payouts are calculated as 100% of the pool up to certain job specific dollar amounts plus a portion of the excess. If the EVA bonus to be paid out will cause the Team Member’s cash compensation to exceed the annual salary cap, the amount above the cap is forfeited. However, the full amount which would otherwise be paid out (including amounts not actually paid to the Team Member) is still subtracted from the pool balance.

 

The accumulated balance in any Team Member’s pool account is limited to the amount of the salary cap.

 

Team Members may take time off without pay in order to reduce their salary earned and increase the amount of bonus that can be paid within the cap.

 

The salary cap does not apply in the Team Member’s year of termination or retirement.

 

The following is the salary cap calculation for the Company’s past 7 fiscal years:

 

Year


   Average
Hourly Wage


   Annual
Wage


   Average
Multiple


   Salary
Cap


1999

   $ 12.36    $ 25,709    10    $ 257,000

2000

   $ 12.84    $ 26,707    14    $ 373,900

2001

   $ 13.46    $ 27,997    14    $ 391,900

2002

   $ 13.69    $ 28,479    14    $ 398,700

2003

   $ 14.07    $ 29,266    14    $ 409,700

2004

   $ 14.66    $ 30,493    14    $ 426,900

2005

   $ 15.30    $ 31,824    14    $ 436,800

 

Retention Agreements

 

Since November 1991, the Company has entered into Retention Agreements with certain executive officers of the Company or its subsidiaries which provide for certain benefits upon an involuntary termination of employment other than for cause after a “Triggering Event.” A Triggering Event includes a merger of the Company with and into an unaffiliated corporation if the Company is not the surviving corporation or the sale of all or substantially all of the Company’s assets. The benefits to be received by the executive officer whose employment is terminated after a Triggering Event occurs include receipt of his or her annual salary through the one-year period following the date of the termination of employment and the immediate vesting of any outstanding stock options granted to such executive officer.

 

5


Stock Options

 

Our Company grants options to purchase common stock under our 1992 Stock Option Plan which has been amended and approved by our shareholders on several occasions, most recently at our March 2005 annual meeting. Our Company has, in connection with certain of our business combinations, assumed the stock option plans of the acquired companies. All options outstanding under our Company’s previous plans and plans assumed in business combinations continue to be governed by the terms and conditions of those grants. Under these plans, options are granted at an option price equal to the market value of the stock at the date of grant and are generally exercisable ratably over a four-year period beginning one year from date of grant. Options granted in fiscal years 2005, 2004 and 2003 expire seven years from date of grant. At September 25, 2005, September 26, 2004 and September 28, 2003, approximately 3.9 million, 5.6 million and 2.2 million shares of our common stock, respectively, were available for future option grants.

 

We have a Company philosophy of “shared fate” which recognizes there is a community of interest among all of our stakeholders. We believe our plan, under which all of our 33,000+ full-time and part-time Team Members are eligible for option grants, creates an ownership consciousness among our Team Members that aligns the interests of our Team Members with those of our shareholders. Through our broad-based plan, our Team Members share in the risks and the rewards of our business. Approximately 93% of the options granted under the plan have been granted to Team Members who are not executive officers.

 

The following table sets forth certain information with respect to the options granted during or for the fiscal year ended September 25, 2005 to each of our executive officers listed in the Summary of Executive Compensation set forth above.

 

Name


   Number of
Options
Granted


   Total Options
Granted to
Employees in
Fiscal Year


 

Exercise or

Base Price

in Dollars
per Share (2)


   Expiration
Date


   Potential Realizable Value at
Assumed Annual Rates of Stock Price
Appreciation for Option Term (1)


              5%

   10%

John P. Mackey

   5,000
6,000
6,000
   (3)
(3)
(3)
  $
 
 
86.85
108.34
133.61
   11/04/2011
05/06/2012
09/15/2012
   $
 
 
176,783
264,632
326,356
   $
 
 
411,980
616,704
760,549

Glenda Flanagan Chamberlain

   5,000
6,000
6,000
   (3)
(3)
(3)
  $
 
 
86.85
108.34
133.61
   11/04/2011
05/06/2012
09/15/2012
   $
 
 
176,783
264,632
326,356
   $
 
 
411,980
616,704
760,549

A.C. Gallo

   5,000
6,000
6,000
   (3)
(3)
(3)
  $
 
 
86.85
108.34
133.61
   11/04/2011
05/06/2012
09/15/2012
   $
 
 
176,783
264,632
326,356
   $
 
 
411,980
616,704
760,549

Walter Robb

   5,000
6,000
6,000
   (3)
(3)
(3)
  $
 
 
86.85
108.34
133.61
   11/04/2011
05/06/2012
09/15/2012
   $
 
 
176,783
264,632
326,356
   $
 
 
411,980
616,704
760,549

James P. Sud

   5,000
6,000
6,000
   (3)
(3)
(3)
  $
 
 
86.85
108.34
133.61
   11/04/2011
05/06/2012
09/15/2012
   $
 
 
176,783
264,632
326,356
   $
 
 
411,980
616,704
760,549

Lee Valkenaar

   5,000
6,000
6,000
   (3)
(3)
(3)
  $
 
 
86.85
108.34
133.61
   11/04/2011
05/06/2012
09/15/2012
   $
 
 
176,783
264,632
326,356
   $
 
 
411,980
616,704
760,549

(1) The 5% and 10% assumed annual rates of appreciation are mandated by the rules of the Securities and Exchange Commission and do not reflect our estimates or projections of future prices of the shares of our common stock. There can be no assurance that the amounts reflected in this table will be achieved.
(2) Closing price of common stock at date of grant.
(3) Less than 1%.

 

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The following table includes certain information with respect to the options exercised or held by the executive officers named above during the year ended September 25, 2005. The number of options held at September 25, 2005 includes options granted under the 1992 Option Plan for Team Members.

 

Name


   Shares
Acquired
on Exercise


   Value
Realized (1)


  

Number of Securities

Underlying Unexercised

Options at September 25, 2005


  

Value of Unexercised

In-the-Money Options (2)

at September 25, 2005


         Exercisable

   Unexercisable

   Exercisable

   Unexercisable

John P. Mackey

   26,000    $ 1,804,571    43,250    33,500    $ 4,416,650    $ 1,316,040

Glenda Flanagan Chamberlain

   16,000      1,195,157    33,250    31,250      3,287,325      1,210,785

A.C. Gallo

   13,438      1,241,965    31,564    32,750      3,045,367      1,280,955

Walter Robb

   20,706      1,772,640    39,344    33,400      3,877,371      1,311,362

James P. Sud

   8,000      505,988    33,250    31,250      3,287,325      1,210,785

Lee Valkenaar

   18,372      1,581,367    48,388    35,750      4,730,735      1,319,880

(1) Of shares exercised, the following amounts were due to options expiring during the fiscal year: Mr. Mackey, 9,084 shares; Ms. Chamberlain, 16,000 shares; Mr. Robb, 7,700 shares; Mr. Sud, 8,000 shares; and Mr. Valkenaar, 7,900 shares.
(2) Based upon the market price received for the underlying shares of common stock of Whole Foods Market received upon exercise and the option exercise price.
(3) Based upon the closing price of the common stock of Whole Foods Market on September 25, 2005 ($128.87 per share) and the exercise price of the options.

 

Director Compensation

 

For 2005, each of our non-employee directors received $4,791 for each Board of Directors’ meeting attended and $2,258 for attendance via telephone. For each telephone Board of Directors meeting which was between one to two hours in length and in which a majority of directors participated, an $868 fee was paid. For each telephone Board of Directors meeting greater than two hours and in which a majority of directors participated, a $1,158 fee was paid. Each Board of Directors Committee Chair receives a quarterly retainer. The retainer for the Audit Committee Chair is $2,760 and the retainer for both the Compensation and Nominating & Governance Committee Chairs is $1,447. Each committee member received $868 for each Board of Directors Committee meeting attended in conjunction with a Board of Directors meeting, and $3,473 for each Board of Directors Committee meeting attended in person apart from a Board of Directors meeting. The Lead Director and the Mergers and Acquisitions Director, both of whom are selected annually by the Board of Directors, were paid quarterly retainers of $7,370 and $1,447 respectively. All directors were paid a quarterly retainer of $2,625.

 

In addition, directors are reimbursed for reasonable expenses incurred in attending Board of Directors’ meetings. None of the non-employee directors received any compensation from the Company other than as described above. Mr. Mackey, who is the only director who is also an employee of the Company, is not a member of any Board committees and does not receive any additional compensation for serving on the Board of Directors.

 

Option Plan for Outside Directors

 

Each newly elected director receives as of the date of his or her initial election or appointment to the Board of Directors an option to purchase shares of our common stock at an exercise price equal to the closing price of our common stock on the date of grant. In 2005, the Company added one new director, Mr. Hassan, who received an option grant of 10,000 shares. If incumbent directors have attended at least two-thirds of the meetings of our Board of Directors held in the preceding year, they each receive an annual grant at an exercise price equal to the closing price of our common stock on the date of grant; in 2005 this option grant was 3,000 shares per director, granted on May 6, 2005. In addition to the above, in 2005 each director received a supplemental grant of 3,000 shares on September 15, 2005.

 

Compensation Committee Interlocks and Insider Participation

 

No member of our Board’s Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board of Directors. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.

 

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Item 12. Security Ownership of Certain Beneficial Owners and Management.

 

The following table presents the beneficial ownership of our common stock as of December 13, 2005, except as noted, for (i) each person beneficially owning more than 5% of the outstanding shares of our common stock, (ii) each director of the Company, (iii) each executive officer of the Company listed in the Compensation Table in Item 11 above and (iv) all of our directors and officers as a group. Except pursuant to applicable community property laws and except as otherwise indicated, each shareholder possesses sole voting and investment power with respect to its or his shares.

 

Name


   Number

   Shares Owned (1)
Percent


 

FMR Corp. (2)

   5,565,227    8 %

Jennison Associates LLC. (3)

   5,245,434    8 %

David W. Dupree

   41,118    *  

Dr. John B. Elstrott

   31,900    *  

Glenda Chamberlain

   86,883    *  

A.C. Gallo

   39,070    *  

Gabrielle E. Greene

   18,078    *  

Hass Hassan

   33,001       

John P. Mackey

   602,553    1 %

Linda A. Mason

   26,500    *  

Walter Robb

   57,048    *  

Morris J. Siegel

   19,000    *  

Dr. Ralph Z. Sorenson

   34,291    *  

James P. Sud

   97,003    *  

Lee Valkenaar

   55,631       

All 13 directors and officers as a group

   1,142,076    2 %

* Indicates ownership of less than 1% of the outstanding shares of the Company’s common stock.
(1) Shares issuable upon exercise of stock options that are exercisable within 60 days after December 13, 2005, are treated as beneficially owned as follows: Mr. Dupree, 33,672; Mr. Elstrott, 23,000; Ms. Chamberlain, 36,375; Mr. Gallo, 35,064; Ms. Greene, 16,450; Mr. Hassan, 13,000; Mr. Mackey, 28,938; Ms. Mason, 20,500; Mr. Robb, 39,257; Mr. Siegel, 18,500; Mr. Sorenson, 23,000; Mr. Sud, 32,277; Mr. Valkenaar, 49,951; and all directors and executive officers as a group, 608,406.
(2) Based on information contained in Schedule 13G, as filed on September 30, 2005. The address of such shareholder is 82 Devonshire Street, Boston, Massachusetts 02109-3614.
(3) Based on information contained in Schedule 13G, as filed on September 30, 2005. The address of such shareholder is 466 Lexington Avenue, 18th floor, New York, New York 10017-3151.

 

For information about our Company’s securities authorized for issuance under equity compensation plans, see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”

 

Item 13. Certain Relationships and Related Transactions.

 

John P. Mackey and Glenda Chamberlain, executive officers of the Company, own approximately 51% and 2%, respectively, of the capital stock BookPeople, Inc., a retailer of books and periodicals that is unaffiliated with the Company, which leases retail space at one location in Austin, Texas from the Company. The lease provides for an aggregate annual minimum rent of approximately $0.4 million which the Company received in rental income in fiscal years 2005, 2004 and 2003.

 

During fiscal year 2004, the Company acquired all of the outstanding stock of Fresh & Wild, which owned and operated seven natural and organic food stores in London and Bristol, England for a total of approximately $20 million in cash and approximately $16 million in Company common stock. John P. Mackey and Walter Robb, executive officers of the Company, each owned approximately 0.2% of the outstanding stock of Fresh & Wild and received proceeds totaling approximately $54,000 and $78,000, respectively, as consideration for their ownership interest.

 

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Item 14. Principal Accounting Fees and Services.

 

The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of the Company’s annual financial statements for the years ended September 25, 2005 and September 26, 2004, and fees for other services rendered by Ernst & Young LLP during those periods (in thousands):

 

     2005

   2004

Audit fees

   $ 1,062    $ 351

Audit-related fees

     28      51

Tax fees

     57      15

All other fees

     —        55
    

  

Total

   $ 1,147    $ 472
    

  

 

Services rendered by Ernst & Young in connection with fees presented above were as follows:

 

Audit Fees

 

In fiscal year 2005, audit fees include fees associated with the annual audit of the Company’s financial statements, the assessment of the Company’s internal control over financial reporting as integrated with the annual audit of the Company’s financial statements, the quarterly reviews of the financial statements included in the Company’s Forms 10-Q filings and consents included in other SEC filings. In fiscal year 2004, audit fees relate to services rendered in connection with the audit of the Company’s consolidated financial statements, the quarterly reviews of financial statements included in the Company’s Forms 10-Q filings and consents included in other SEC filings.

 

Audit-Related Fees

 

Audit-related fees include fees for benefit plan audits in fiscal years 2005 and 2004, and consultation on accounting standards or transactions in fiscal year 2004.

 

Tax Fees

 

Tax fees in fiscal years 2005 and 2004 include fees for tax compliance, tax advice, tax planning and tax preparation of Forms 5500 and expatriate returns.

 

All Other Fees

 

All other fees in fiscal year 2004 include fees for internal control documentation assistance pursuant to the requirements of Section 404 of the Sarbanes-Oxley Act.

 

The Audit Committee considers whether the provision of these services is compatible with maintaining the auditor’s independence, and has determined such services for fiscal years 2005 and 2004 were compatible.

 

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

 

Among its other duties, the Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditor. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent auditor. On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Committee approves the engagement of the independent auditor. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

WHOLE FOODS MARKET, INC.        

Date: January 11, 2006

      /s/ Glenda Flanagan Chamberlain
       

Glenda Flanagan Chamberlain

Executive Vice President and Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on January 11, 2006.

 

Name


     

Title


/s/ John P. Mackey

        
John P. Mackey      

Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Glenda Flanagan Chamberlain

        
Glenda Flanagan Chamberlain      

Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ David W. Dupree

        
David W. Dupree      

Director

/s/ Dr. John B. Elstrott

        

Dr. John B. Elstrott

      Director

/s/ Gabrielle E. Greene

        

Gabrielle E. Greene

     

Director

/s/ Shahid M. Hassan

        
Shahid M. Hassan      

Director

/s/ Linda A. Mason

        
Linda A. Mason      

Director

/s/ Morris J. Siegel

        

Morris J. Siegel

     

Director

/s/ Dr. Ralph Z. Sorenson

        

Dr. Ralph Z. Sorenson

     

Director

 

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