CompanyName: Whole Foods Market, Inc.
Public Availability Date: January 28, 2008
Document Sections:INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
January 9, 2008
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 2 Whole Foods Market Inc. (WFMI) Shareholder Position on Company No-Action
Request Rule 14a-8 Proposal: Simple Majority Vote John Chevedden
Ladies and Gentlemen:
The December 19, 2007 letter with the Whole Foods Market, Inc. (December 19,
2007) Response of the Office of Chief Counsel Staff Reply Letter apparently
indicates that the below December 11, 2007 shareholder rebuttal was not
considered. This rebuttal was forwarded on December 11, 2007 as an attachment to
this message:
------ Forwarded Message
From: olmsted<olmsted7p@earthlink.net>
Date: Tue, 11 Dec 2007 10:20:32 -0800
To: "CFLETTERS@SEC.GOV" <CFLETTERS@SEC.GOV>
Cc: Albert Percival<Albert.Percival@wholefoods.com>
Subject: Whole Foods Market Inc. (WFMI) - Rule 14a-8 Proposal: Simple Majority
Vote
Please see attachment.
The rebuttal seems to be persuasive that the company still has a supermajority
of "two-thirds." Additionally the company received the rebuttal and has not
responded it.
For these reasons it is requested that the staff find that this resolution
cannot be omitted from the company proxy. It is also respectfully requested that
the shareholder have the last opportunity to submit material in support of
including this proposal - since the company had the first opportunity.
Sincerely,
John Chevedden
cc:
Albert Percival<Albert.Percival@wholefoods.com>
Whole Foods Market Inc.
[INQUIRY LETTER]
December 11, 2007
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Whole Foods Market Inc. (WFMI) Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Simple Majority Vote
Ladies and Gentlemen:
The following is text from the governing documents of Whole Foods Market Inc. (WFMI)
showing the existing supermajority vote provisions (bold added):
WFMI
RESTATED ARTICLES OF INCORPORATION (WITH AMENDMENT)
OF WHOLE FOODS MARKET, INC
...
Voting Rights
(7) Any voting rights in respect of matters other than those for which voting
rights are specifically provided herein, and any other preferences, and
relative, participating, optional, or other special rights, and qualifications,
limitations, or restrictions thereof.
A vote of two-thirds in interest of the Class A shareholders is required for the
amendment of the Articles of Incorporation.'"
2
...
Voting Rights
(7) Any voting rights in respect of matters other than those for which voting
rights are specifically provided herein, and any other preferences, and
relative, participating, optional, or other special rights, and qualifications,
limitations, or restrictions thereof.
A vote of two-thirds in interest of the Class A shareholders is required for the
amendment of the Articles of Incorporation.'"
Article VI
If, with respect to any action taken by the shareholders of the corporation, any
provision of the Texas Business Corporation Act would, but for this Article VI,
require the vote or concurrence of the holders of shares having more than a
majority of the votes entitled to be cast thereon, or of any class or series
thereof, the vote or concurrence of the holders of shares having only a majority
of the votes entitled to be case thereon, or of any class or series thereof,
shall be required with respect to any such action.
Article VII
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of not less than One Thousand
Dollars ($1,000.00), consisting of money, labor done or property actually
received.
Article VIII
The address of the corporation's registered office is 2500 InterFirst Tower,
Austin, Texas, 78701, and the name of its registered agent at such address is
Brandon C. Janes.
7
...
EXECUTED this 24th day of March, 2006.
WHOLE FOODS MARKET, INC., a Texas corporation
By:
/s/ Glenda Chamberlain
Glenda Chamberlain
Executive Vice President
For the above reasons it is respectfully requested that concurrence not be
granted to the company on the purported basis of substantial implementation. It
is also respectfully requested that the shareholder have the last opportunity to
submit material in support of including this proposalsince the company had the
first opportunity.
Sincerely,
John Chevedden
cc:
Albert Percival
Whole Foods Market Inc.
[STAFF REPLY LETTER]
January 28, 2008
John Chevedden
2215 Nelson Avenue, No. 205
Redondo Beach, CA 90278
Re: Whole Foods Market, Inc. Incoming letter dated January 9, 2008
Dear Mr. Chevedden:
This is in response to your letter dated January 9, 2008 concerning the
shareholder proposal submitted to Whole Foods by John Chevedden. On December 19,
2007, we issued our response expressing our informal view that Whole Foods could
exclude the proposal from its proxy materials for its upcoming annual meeting.
After reviewing the information contained in your letter, we find no basis to
reconsider our position.
Sincerely,
/s/
Jonathan A. Ingram
Deputy Chief Counsel
Enclosures
cc: Bruce H. Hallett
Hallett & Perrin, P.C.
2001 Bryan Street, Suite 3900
Dallas, TX 75201
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