DEFA14A 1 wholefoods_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS
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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[   ]        Preliminary Proxy Statement
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[   ]   Definitive Proxy Statement
[X]   Definitive Additional Materials
[   ]   Soliciting Material Pursuant to §240.14a-12

  WHOLE FOODS MARKET, INC.  
  (Name of Registrant as Specified In Its Charter)  
 
       
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 

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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 September 15, 2015.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WHOLE FOODS MARKET, INC.
 
 
 
 
 

WHOLE FOODS MARKET, INC.
550 BOWIE STREET
AUSTIN, TX 78703
 
Meeting Information
Meeting Type:             Annual Meeting
For holders as of:       July 20, 2015
Date: September 15, 2015    Time:  8:00 a.m., local time
Location:   
The Westin Charlotte
601 South College Street
Charlotte, North Carolina 28202
 
   
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.




— 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:
1) BY INTERNET:         www.proxyvote.com
2) BY TELEPHONE:     1-800-579-1639
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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 September 1, 2015 to facilitate timely delivery.
 
— 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.




























Voting Items    
 
The Board of Directors recommends that you vote FOR
the following director nominees:
 
1.    ELECTION OF DIRECTORS:
   
  01)   DR. JOHN ELSTROTT 07)   MORRIS (MO) SIEGEL
  02) SHAHID (HASS) HASSAN     08) JONATHAN SOKOLOFF
  03) STEPHANIE KUGELMAN 09) DR. RALPH SORENSON
  04) JOHN MACKEY     10) GABRIELLE SULZBERGER
  05) WALTER ROBB 11) WILLIAM (KIP) TINDELL, III
  06) JONATHAN SEIFFER    
   

The Board of Directors recommends you vote FOR the following company proposals:

 
   
2.

ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

     
3.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 27, 2015.

 
     
4.

PROPOSAL REGARDING AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK FROM 600 MILLION TO 1.2 BILLION.

 
     
       
       
                
       
 









The Board of Directors recommends you vote AGAINST the following shareholder proposal:

 
     
5.   

PROPOSAL REQUIRING OUR BOARD OF DIRECTORS TO ADOPT A POLICY RELATED TO LIMITING ACCELERATION OF VESTING OF EQUITY UPON A CHANGE IN CONTROL.

 
     
 

 

 
     

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.