Additional Proxy Soliciting Materials (definitive) (defa14a)
January 04 2017 - 3:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the Securities
Exchange Act of 1934 (Amendment
No.
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Filed by the Registrant
[X]
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
box:
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[ ]
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Preliminary Proxy
Statement
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[ ]
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Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive Proxy
Statement
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[X]
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Definitive Additional
Materials
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Soliciting
Material Pursuant to §240.14a-12
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Whole Foods Market, Inc.
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(Name of Registrant as
Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check
the appropriate box):
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[X]
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No fee required.
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[
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
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Title of each class of
securities to which transaction applies:
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2)
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Aggregate number of securities to
which transaction applies:
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3)
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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):
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4)
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Proposed maximum aggregate value
of transaction:
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5)
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Total fee paid:
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[
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Fee paid previously
with preliminary materials.
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[
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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.
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1)
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Amount Previously
Paid:
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2)
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Form, Schedule or Registration
Statement No.:
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Filing Party:
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Date Filed:
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*** Exercise Your
Right
to Vote
***
Important Notice Regarding the
Availability of Proxy Materials for the
Shareholder Meeting to Be Held on
February 17, 2017.
WHOLE FOODS MARKET, INC.
WHOLE
FOODS MARKET, INC.
550 BOWIE STREET
AUSTIN, TX 78703
Meeting
Information
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MeetingType:
Annual
Meeting
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For holders as
of:
December 21, 2016
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Date:
February 17, 2017
Time:
8:00 a.m.,
local time
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Location:
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The
JW Marriott
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110
E. 2nd Street
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Austin, Texas
78701
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You are receiving this communication
because you hold shares in the company named above.
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 at
www.proxyvote.com
or 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.
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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 ➔
XXXX 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:
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1)
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BY
INTERNET
:
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www.proxyvote.com
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2)
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BY
TELEPHONE
:
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1-800-579-1639
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3)
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BY
E-MAIL*
:
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sendmaterial@proxyvote.com
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* 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 ➔
XXXX 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 3, 2017 to facilitate timely
delivery.
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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 to
www.proxyvote.com.
Have the information that is printed in the box marked
by the arrow ➔
XXXX XXXX XXXX XXXX
(located on the
following page) 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.
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The Board of Directors recommends
that you vote
FOR
the following director nominees:
1.
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ELECTION OF
DIRECTORS:
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1a.
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DR. JOHN ELSTROTT
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1b.
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MARY ELLEN COE
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1c.
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SHAHID (HASS) HASSAN
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1d.
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STEPHANIE KUGELMAN
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1e.
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JOHN MACKEY
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1f.
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WALTER ROBB
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1g.
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JONATHAN SEIFFER
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1h.
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MORRIS (MO) SIEGEL
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1i.
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JONATHAN SOKOLOFF
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1j.
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DR. RALPH SORENSON
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1k.
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GABRIELLE SULZBERGER
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1l.
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WILLIAM (KIP) TINDELL, III
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The Board of Directors recommends
you vote
FOR
the following company proposal:
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2.
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ADVISORY VOTE TO APPROVE THE
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS.
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The Board of Directors recommends
you vote every
1 YEAR
on the following company proposal:
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3.
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ADVISORY VOTE ON THE FREQUENCY OF
SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.
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The Board of Directors recommends
you vote
FOR
the following company proposal:
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4.
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RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR THE
FISCAL YEAR ENDING SEPTEMBER 24, 2017.
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The Board of Directors recommends
you vote
AGAINST
the following shareholder proposals:
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5.
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PROPOSAL ASKING OUR BOARD OF
DIRECTORS TO ADOPT REVISIONS TO THE COMPANY'S PROXY ACCESS
BYLAW.
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6.
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PROPOSAL ASKING THE COMPANY TO ISSUE
A REPORT REGARDING OUR FOOD WASTE EFFORTS.
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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.
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