*** Exercise
Your Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for
the
Shareholder Meeting to Be Held on March 9, 2016.
WHOLE FOODS MARKET, INC.
550 BOWIE STREET
AUSTIN, TX 78703
| Meeting Information | ||
| MeetingType: | Annual Meeting | |
| For holders as of: | January 11, 2016 | |
| Date: March 9, 2016 | Time: 8:00 a.m., local time | |
| Location: The Fairmont San Francisco | ||
| 950 Mason Street | ||
| San Francisco, California 94108 | ||
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
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.
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 | ||
| 3) | BY E-MAIL*: | sendmaterial@proxyvote.com |
— How To Vote
—
Please Choose One of the Following Voting
Methods
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.
| 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 25, 2016. |
| 4. | RATIFICATION OF THE AMENDMENT OF OUR TEAM MEMBER STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE. |
|
The Board of Directors recommends you vote AGAINST the following shareholder proposals: | |
| 5. |
PROPOSAL ASKING OUR BOARD OF DIRECTORS TO ADOPT AND PRESENT FOR SHAREHOLDER APPROVAL REVISIONS TO THE COMPANY'S PROXY ACCESS BYLAW. |
| 6. |
PROPOSAL ASKING OUR BOARD OF DIRECTORS TO ADOPT A POLICY RELATED TO LIMITING ACCELERATION OF VESTING OF EQUITY UPON A CHANGE IN CONTROL. |
| 7. |
PROPOSAL ASKING THE COMPANY TO ISSUE A REPORT REGARDING OUR FOOD WASTE EFFORTS. |
|
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. | |
