8-K

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): June 6, 2011

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 6, 2011, the Board of Directors of Whole Foods Market, Inc. (the “Company”) increased the number of directors of the Company from eleven to twelve and elected Blake Nordstrom to serve as a director of the Company. Mr. Nordstrom was also appointed to serve on the Company’s Audit Committee. A copy of the press release containing the announcement of Mr. Nordstrom’s election is attached as Exhibit 99.1.

Mr. Nordstrom will participate in the standard compensation plan for non-employee directors, including eligibility to receive grants of stock options pursuant to the Company’s 2009 Stock Incentive Plan, as described in the Company’s proxy statement filed with the Securities and Exchange Commission. Following his appointment, on June 7, 2011, Mr. Nordstrom was granted a one-time award in the amount of 7,500 stock options under the Company’s 2009 Stock Incentive Plan. These stock options will vest in equal installments on each of the first four anniversaries of the grant date. There is no arrangement or understanding pursuant to which Mr. Nordstrom was elected as a director, and there are no related party transactions between the Company and Mr. Nordstrom that would require disclosure under Item 404(a) of Regulation S-K.

Item 8.01               Other Events

On June 7, 2011 the Company’s Board of Directors declared a dividend of $0.10 per share, payable July 5, 2011 to shareholders of record at the close of business on June 24, 2011. 

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits.

99.1— Press Release dated June 8, 2011

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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: June 8, 2011	Glenda Flanagan
	Executive Vice President and
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Contact:
Libba Letton, libba.letton@wholefoods.com
512/542-3031

Whole Foods Market® adds Blake Nordstrom to board of directors

(Austin, Texas) June 8, 2011 — Whole Foods Market (NASDAQ: WFM), the leading natural and organic foods supermarket, today announced the addition of Blake W. Nordstrom to the company’s board of directors, increasing the size of the board to 12 members. He will serve on the audit committee.

Nordstrom, 50, has been president of Nordstrom, Inc., since 2000 and has served as a member of the company’s board of directors since 2005. As president, Nordstrom has worked with the executive team to sharpen the company’s focus on the customer while enhancing the shopping experience across all channels of the business.

“We are excited about the business experience and the customer perspective that Blake will bring to our board,” said Walter Robb, co-CEO for Whole Foods Market.

“The entire Board has great respect for the Nordstrom company,” added Dr. Ralph Sorenson, chairman of the nominating and governance committee for the Whole Foods Market board. “The success of its business culture is something to admire, and Blake will be a terrific addition to Whole Foods Market’s board.”

Nordstrom began his career working in the stockroom of the downtown Seattle store in the 1970s, and from there, worked his way through school selling shoes. He went on to hold various positions with the company including store, buying and regional management. Nordstrom was named a co-president of the company in 1995 and became president of Nordstrom Rack in 2000 before receiving his current assignment later that year.

Nordstrom has been a member of the board of directors for the Federal Reserve Bank of San Francisco since 2007, for the Federal Reserve Bank of San Francisco’s Seattle Branch from 2004 to

2006, and he has served on the board of directors for the Downtown Seattle Association since 1992.

Nordstrom was elected by the Whole Foods Market board of directors to serve until the company’s annual meeting in March 2012, at which time he will be included on the shareholder ballot.

Now in its 110th year in business and 40th year as a public company, Nordstrom is one of the nation’s leading fashion specialty retailers, with 214 stores in 29 states and sales of more than $9 billion in 2010.

About Whole Foods Market® Founded in 1980 in Austin, Texas, Whole Foods Market (wholefoodsmarket.com, NASDAQ: WFMI), is the leading natural and organic food retailer. As America’s first national certified organic grocer, Whole Foods Market was named “America’s Healthiest Grocery Store” by Health magazine. The company’s motto, “Whole Foods, Whole People, Whole Planet”™ captures its mission to ensure customer satisfaction and health, Team Member excellence and happiness, enhanced shareholder value, community support and environmental improvement. Thanks to the company’s nearly 60,000 Team Members, Whole Foods Market has been ranked as one of the “100 Best Companies to Work For” in America by FORTUNE magazine for 14 consecutive years. In fiscal year 2010, the company had sales of more than $9 billion and currently has more than 300 stores in the United States, Canada and the United Kingdom.

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