WFMI » Topics » Participation by Named Executive Officers

This excerpt taken from the WFMI DEF 14A filed Jan 26, 2009.

Participation by Named Executive Officers



        Future benefits under the Stock Purchase Plan are not currently determinable, as they will depend on the actual purchase price of
shares of common stock in future offering periods, the market value of the Company's common stock on various future dates, the amount
of contributions eligible employees elect to make under the Stock Purchase Plan, and similar factors. During 2008, none of the executive officers set forth in the Summary Compensation Table above, nor
any of our other executive officers, were permitted under the terms of the Stock Purchase Plan to be participants in the Stock Purchase Plan. The number of shares purchased during fiscal year 2008
under the Stock Purchase Plan by all participants was 81,774. The average discounted purchase price of a share in fiscal 2008 was $31.5466 per share.



Board of Directors Recommendation



        THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE AMENDMENT TO THE STOCK PURCHASE
PLAN.



Vote Required



        Approval of this amendment requires the affirmative vote of the holders of a majority of the shares represented at the meeting and
entitled to vote.



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NAME="page_dw11101_1_37">








































NAME="dw11101_proposal_6_#151;shareholder_proposal">


PROPOSAL 6—SHAREHOLDER PROPOSAL



        We recently received a formal shareholder proposal from CtW Investment Group, 1900 L Street NW, Suite 900 Washington, D.C. 20036
(the "Proponent"). Proponent has owned 200 shares of Whole Foods Market, Inc. common stock for at least one year prior to October 1, 2008. The Proponent's Proposal and Supporting
Statement are quoted verbatim below.



        For
the reasons set forth by the Company in the section titled Our Statement in Opposition, following the Proponent's Proposal and Supporting Statement, the Company disagrees with
Proponent's proposal and supporting statement.



Board of Directors Recommendation




        THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "AGAINST" THE ADOPTION OF THIS
PROPOSAL.



Vote Required



        Approval of the Shareholder Proposal requires the affirmative vote of the holders of a majority of the shares represented at the
meeting and entitled to vote.



NAME="dw11101_proponent_s_proposal_and_supporting_statement">


PROPONENT'S PROPOSAL AND SUPPORTING STATEMENT




        RESOLVED:    Shareholders of Whole Foods Market, Inc. ("Whole Foods" or "our Company") ask the board of directors to adopt a policy
that the
board's chairman be an independent director who has not previously served as an executive officer. The policy should be implemented so as not to violate any contractual obligation and should specify
(a) how to select a new independent chairman if a current chairman ceases to be independent during the time between annual meetings of shareholders; and, (b) that compliance with the
policy is excused if no independent director is available and willing to serve as chairman.




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