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WFM > SEC Filings for WFM > Form 8-K on 18-Mar-2013All Recent SEC Filings

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Submission of Matters to a Vote of Security Holders, Other Events

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company convened its annual meeting of shareholders on March 15, 2013 pursuant to notice duly given. The matters voted upon at the meeting and the results of such voting are set forth below:

1. To elect eleven directors to the Board of Directors of the Company to serve one-year terms expiring at the later of the Annual Meeting of Shareholders in 2014 or upon a successor being elected and qualified. All director nominees were duly elected.

                                                    BROKER     APPLICABLE
                            FOR       WITHHELD    NON-VOTES    PERCENTAGES
Dr. John Elstrott       132,842,242   3,323,505   23,400,837     98% FOR
Gabrielle Greene        131,802,495   4,363,252   23,400,837     97% FOR
Shahid (Hass) Hassan    134,192,199   1,973,548   23,400,837     99% FOR
Stephanie Kugelman      134,875,036   1,209,711   23,400,837     99% FOR
John Mackey             133,680,523   2,485,244   23,400,837     98% FOR
Walter Robb             133,729,143   2,436,604   23,400,837     98% FOR
Jonathan Seiffer        134,323,464   1,842,283   23,400,837     99% FOR
Morris (Mo) Siegel      131,244,709   4,921,038   23,400,837     96% FOR
Jonathan Sokoloff       131,228,566   4,937,181   23,400,837     96% FOR
Dr. Ralph Sorenson      129,661,274   6,504,473   23,400,837     95% FOR
W. (Kip) Tindell, III   134,841,361   1,324,386   23,400,837     99% FOR

2. To ratify the appointment of Ernst & Young LLP as independent auditor for the Company for the fiscal year ending September 29, 2013. This proposal was approved.

156,403,943   1,997,634   1,165,007    99% FOR

3. To conduct an advisory vote to approve the compensation of the named executive officers. This proposal was approved.

                                        BROKER     APPLICABLE
129,376,787   5,352,548   1,436,412   23,400,837    96% FOR

4. To ratify the amendment of the Company's 2009 stock incentive plan to increase the number of shares of common stock authorized for issuance pursuant to such plan by an additional 14.5 million shares and increase the number of shares by which the plan pool is reduced for each full value award from 2 to 2.25. This proposal was approved.

                                         BROKER     APPLICABLE
106,942,113   28,212,416   1,011,218   23,400,837    79% FOR

5. To adopt the shareholder proposal regarding extended producer responsibility for post-consumer product packaging. This proposal was not approved.

                                         BROKER     APPLICABLE
9,284,584   115,642,175   11,238,988   23,400,837   93% AGAINST

6. To adopt the shareholder proposal requiring the Company to have, whenever possible, an independent Chairman of the Board of Directors who has not previously served as an executive officer of the Company. This proposal was not approved.

                                         BROKER     APPLICABLE
13,095,012   121,964,012   1,106,723   23,400,837   90% AGAINST

Item 8.01 Other Events

On March 15, 2013 the Company's Board of Directors declared a dividend of $0.20 per share, payable April 23, 2013 to shareholders of record at the close of business on April 12, 2013.

On March 18, 2012, the Company announced that Dr. John B. Elstrott, Chairman of the Board of Directors of the Company, adopted a stock trading plan in accordance with the guidelines specified in Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company's insider trading policy. Dr. Elstrott's trading plan is part of his asset diversification, tax and financial planning strategy. Under the trading plan, if the stock price is above specified levels, a brokerage firm will be authorized to exercise up to 2,500 of Dr. Elstrott's options to purchase common stock of the Company and sell the issued shares. Transactions under the trading plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission to the extent required by law.

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