0001104659-09-071503.txt : 20091224 0001104659-09-071503.hdr.sgml : 20091224 20091224162417 ACCESSION NUMBER: 0001104659-09-071503 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091223 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091224 DATE AS OF CHANGE: 20091224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHOLE FOODS MARKET INC CENTRAL INDEX KEY: 0000865436 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 741989366 STATE OF INCORPORATION: TX FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19797 FILM NUMBER: 091260447 BUSINESS ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 BUSINESS PHONE: 5124774455 MAIL ADDRESS: STREET 1: 550 BOWIE STREET CITY: AUSTIN STATE: TX ZIP: 78703 8-K 1 a09-36977_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): December 23, 2009

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 24, 2009, our board of directors amended Article II Section 12(b) of our Bylaws to provide that business is properly brought before a special meeting if it is specified in the notice of meeting (or any supplement thereto) given by or at the direction of our Chairman of the Board, Chief Executive Officer, the President, a Vice President or the Secretary. Previously, this provision provided that such notice of meeting (or supplement thereto) could only be given by the Chairman of the Board, the President, a Vice President or the Secretary.

Additionally, our board of directors amended Article IX of our bylaws to provide that, in order for shareholders to approve an amendment to, or a Bylaw inconsistent with, certain bylaw provisions, the amendment or inconsistent Bylaw must be approved by the affirmative vote of a majority of the outstanding shares. This requirement applies to the advance notice bylaws, written consent procedures bylaws, vacancies bylaws, Article III, Section 1 of the Bylaws which pertains to the composition of the Board of Directors, Article VII of the Bylaws which pertains to indemnification, and Article IX of the Bylaws which pertains to bylaw amendments. Previously, the affirmative vote of 75% of the outstanding shares was required to amend, or adopt a Bylaw inconsistent with, those provisions.

These amendments were effective as of December 23, 2009.

A copy of the amended bylaw provisions are set forth as Exhibit 3.1 and Exhibit 3.2 to this Report. A copy of our entire bylaws, as now amended, is publicly available on our Company website at http://www.wholefoodsmarket.com/company/pdfs/bylaws.pdf.

Item 8.01 Other Events.

On December 24, 2009, we announced that John Mackey, co-founder and CEO of Whole Foods Market, voluntarily has given up the title of Chairman of the Board of Directors which he had held since the Company’s inception in 1978. Mr. Mackey will remain a member of the board of directors and will continue to serve as CEO. Dr. John B. Elstrott, a member of the Board since 1995 and Lead Director since 2001, will be assuming the Chairman title. The responsibilities of the Lead Director will be transferred to the Chairman position, and the Lead Director designation will be retired.

Whole Foods Market always has strived to maintain high corporate governance standards. In keeping with this goal, the Board added the Lead Director designation in 2000, and since that time, has shifted all of the responsibilities of the Chairman of the Board to the Lead Director. Despite this shift in responsibilities which has rendered the Chairman role to a mere title, the Company repeatedly has received proposals from corporate activists to separate the Chairman and CEO roles. To avoid unnecessary distraction and protect the Company’s corporate governance profile, Mr. Mackey believes giving up the Chairman title to be in the best interests of the Company and its stakeholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1—Article II Section 12(b), as amended

3.2—Article IX of Bylaws, as amended

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.


Date: December 24, 2009	By:	/s/ Glenda Chamberlain
	Glenda Chamberlain
	Executive Vice President and
	Chief Financial Officer

EX-3.1 2 a09-36977_1ex3d1.htm EX-3.1

Exhibit 3.1

Text of Article II, Section 12(b) of Bylaws

As Amended, Effective December 23, 2009

(b) At a special meeting of shareholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President or the Secretary or (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Board of Directors or pursuant to Article II, Section 3 of these Bylaws. In addition, for business requested by a shareholder in accordance with Article II, Section 3 of these Bylaws to be brought before a special meeting, the shareholder must (i) be a shareholder of record at the time of the giving of the notice of such special meeting and at the time of the special meeting, (ii) be entitled to vote with respect to such business at such meeting, and (iii) comply with the notice procedures set forth in Article II, Section 13 of these Bylaws as to such business.

Nominations of persons for election as Directors of the Corporation may be made at a special meeting of shareholders at which the election of directors has been properly brought before the meeting in accordance with the foregoing paragraph only (i) by or at the direction of the Board of Directors or (ii) by any shareholder (A) who is a shareholder of record at the time of the giving of the notice of such special meeting and at the time of the special meeting, (B) who is entitled to vote for the election of directors at such meeting and (C) who complies with the notice procedures set forth in Article II, Section 13 of these Bylaws as to such nominations. Only persons who are nominated in accordance with this Article II, Section 12(b) will be eligible for election at a special meeting of shareholders as Directors of the Corporation.

The immediately preceding two paragraphs and the provisions of Article II, Section 3 of these Bylaws shall be the exclusive means for a shareholder to make nominations or submit other business before a special meeting of shareholders.

EX-3.2 3 a09-36977_1ex3d2.htm EX-3.2

Exhibit 3.2

Text of Article IX of Bylaws

As Amended, Effective December 23, 2009

AMENDMENTS TO BYLAWS

Unless otherwise provided by the Articles of Incorporation or (subject to the following proviso) a bylaw adopted by the shareholders of the Corporation, these Bylaws may be amended or repealed, or new Bylaws or Bylaw provisions may be adopted, at any meeting of the shareholders of the Corporation or of the Board of Directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares or the directors, as the case may be, present at such meeting; provided, however, that in the case of amendments by shareholders, notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a lesser vote, the affirmative vote of the holders of at least a majority of the voting power represented by all issued and outstanding shares of the Corporation, voting together as a single class, shall be required to amend or repeal, or adopt a new Bylaw or Bylaw provision that is inconsistent with, Section 3, Section 6, Section 10, Section 12, Section 13 or Section 14 of Article II, Section 1 or Section 2 of Article III, Article VII or this Article IX of these Bylaws.