8-K 1 a16-6123_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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):  March 9, 2016

 

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 March 9, 2016 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 eleven 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 2017 or upon a successor being elected and qualified.  All director nominees were duly elected.

 

 

 

FOR

 

WITHHELD

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGES

Dr. John Elstrott

 

214,918,135

 

11,584,143

 

63,555,097

 

95% FOR

Shahid (Hass) Hassan

 

222,075,031

 

4,427,247

 

63,555,097

 

98% FOR

Stephanie Kugelman

 

221,523,785

 

4,978,493

 

63,555,097

 

98% FOR

John Mackey

 

222,950,631

 

3,551,647

 

63,555,097

 

98% FOR

Walter Robb

 

223,088,757

 

3,413,521

 

63,555,097

 

98% FOR

Jonathan Seiffer

 

223,577,365

 

2,924,913

 

63,555,097

 

99% FOR

Morris (Mo) Siegel

 

221,660,745

 

4,841,533

 

63,555,097

 

98% FOR

Jonathan Sokoloff

 

223,299,579

 

3,202,699

 

63,555,097

 

99% FOR

Dr. Ralph Sorenson

 

212,787,267

 

13,715,011

 

63,555,097

 

94% FOR

Gabrielle Sulzberger

 

221,830,167

 

4,672,111

 

63,555,097

 

98% FOR

W. (Kip) Tindell, III

 

190,810,626

 

35,691,652

 

63,555,097

 

84% FOR

 

2.                                      To approve, by advisory vote, the compensation of the named executive officers.  This proposal was approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

214,099,867

 

10,914,443

 

1,487,968

 

63,555,097

 

95% FOR

 

3.                                      To ratify the appointment of Ernst & Young LLP as independent auditor for the Company for the fiscal year ending September 25, 2016.  This proposal was approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

APPLICABLE
PERCENTAGE

285,135,249

 

4,107,306

 

814,820

 

99% FOR

 

4.                                      To ratify the amendment of the Company’s team member stock purchase plan to increase the number of shares of common stock authorized for issuance pursuant to such plan by an additional 1,000,000 shares.  This proposal was approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

223,015,547

 

2,675,498

 

811,233

 

63,555,097

 

99% FOR

 

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5.                                      To approve the shareholder proposal requesting that the Board of Directors adopt and present for shareholder approval revisions to the Company’s proxy access bylaw.  This proposal was not approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

89,629,578

 

135,622,751

 

1,249,949

 

63,555,097

 

60% AGAINST

 

6.                                      To approve the shareholder proposal requesting that the Board of Directors adopt a policy related to limiting acceleration of vesting of equity upon a change in control.  This proposal was not approved.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTES

 

APPLICABLE
PERCENTAGE

57,038,859

 

168,343,627

 

1,119,792

 

63,555,097

 

75% AGAINST

 

7.                                      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
NON-VOTES

 

APPLICABLE
PERCENTAGE

55,779,907

 

142,656,782

 

28,065,589

 

63,555,097

 

72% AGAINST

 

Item 8.01                                           Other Events

 

On March 9, 2016 the Company’s Board of Directors declared a dividend of $0.135 per share, payable April 19, 2016 to common stock shareholders of record at the close of business on April 8, 2016.

 

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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: March 10, 2016

Glenda Flanagan

 

Executive Vice President and

 

Chief Financial Officer

 

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