SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
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Whole Foods Market, Inc.
(Name of Registrant as Specified In Its Charter)
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Glenda Flanagan, Vice President
(Name of Person Filing Proxy Statement)
Payment of Filing Fee:
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies
(2) Aggregate number of securities to which transaction applies
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Fee paid previously with preliminary materials.
[ ] Amount previously paid:
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party
(4) Date Filed
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<PAGE>
WHOLE FOODS MARKET, INC.
601 North Lamar, #300
Austin, Texas 78703
February 14, 1997
Dear Shareholders:
Enclosed is a proxy statement for the Annual Meeting of shareholders to
be held on Monday, March 24, 1997 at the Sir Francis Drake Hotel on Union
Square, 450 Powell Street, San Francisco, California at 10 a.m., local time.
Also enclosed is a proxy card and a copy of the Annual Report to Shareholders
for fiscal 1996.
On the following pages you will find a Notice of Annual Meeting and
Proxy Statement. At this time, I know of one item of formal business that will
be presented at the Annual Meeting, the election of ten directors to the Board
of Directors of Whole Foods Market. I ask for your support for this item.
After the formal business of the Annual Meeting is completed, there
will be a time for discussion, and I encourage you to present comments,
questions and ideas at the Annual Meeting during the discussion period.
I hope that you are able to join us at the Annual Meeting.
Sincerely,
John Mackey
Chief Executive Officer
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<PAGE>
WHOLE FOODS MARKET, INC.
601 North Lamar, #300
Austin, Texas 78703
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 24, 1997
To the holders of Common Stock of
Whole Foods Market, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Whole
Foods Market, Inc. (the "Company") will be held at the Sir Francis Drake Hotel
on Union Square, 450 Powell Street, San Francisco, California on March 24, 1997
at 10 a.m. local time, for the following purposes:
(a) To elect ten directors of the Company; and
(b) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record at the close of business on January 15, 1997
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof.
Whether or not you plan to attend the Annual Meeting and regardless of
the number of shares you own, please date, sign and return the enclosed proxy
card in the enclosed envelope (which requires no postage if mailed in the United
States).
By Order of the Board of Directors
Glenda Flanagan
Secretary
Austin, Texas
February 14, 1997
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<PAGE>
WHOLE FOODS MARKET, INC.
601 North Lamar, #300
Austin, Texas 78703
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 24, 1997
This Proxy Statement is furnished to shareholders of Whole Foods Market,
Inc., a Texas corporation (the "Company"), in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the Annual
Meeting of shareholders to be held on March 24, 1997, and at any and all
adjournments or postponements thereof. Proxies in the form enclosed will be
voted at the Annual Meeting, if properly executed, returned to the Company prior
to the meeting and not revoked. The proxy may be revoked at any time before it
is voted by giving written notice to the Secretary of the Company.
ACTIONS TO BE TAKEN AT THE MEETING
At the Annual Meeting, holders of the Company's common stock will consider
and vote for the election as directors of the Company of Dr. Cristina G. Banks,
David W. Dupree, Dr. John B. Elstrott, Elizabeth Cogan Fascitelli, Avram J.
Goldberg, Fred "Chico" Lager, John P. Mackey, Linda A. Mason, Dr. Ralph Z.
Sorenson and James P. Sud.
Only holders of record of common stock at the close of business on January
15, 1997 (the "Record Date") are entitled to notice of, and to vote at, the
Annual Meeting. At the close of business on the Record Date, the Company had
issued and outstanding, and entitled to vote at the Annual Meeting,
approximately 19,249,000 shares of common stock. Holders of record of common
stock are entitled to one vote per share on the matters to be considered at the
Annual Meeting.
The presence, either in person or by properly executed proxy, of the
holders of record of a majority of the common stock outstanding on the Record
Date is necessary to constitute a quorum at the Annual Meeting. The election as
a director of each nominee for election as a director requires the affirmative
vote of the holders of record of a plurality of the outstanding voting power of
the shares of common stock represented, in person or by proxy, at the Annual
Meeting.
The accompanying proxy, unless the shareholder otherwise specifies in the
proxy, will be voted (i) for the election as directors of the Company of the ten
nominees set forth in this Proxy Statement and (ii) at the discretion of the
proxy holders on any other matter that may properly come before the meeting or
any adjournment thereof.
Where shareholders have appropriately specified how their proxies are
to be voted, they will be voted accordingly. Votes submitted as abstentions on
matters to be voted on at the Annual Meeting will be counted as votes against
such matters. Broker non-votes will not count for or against the matters to be
voted on at the Annual Meeting.
If any other matter or business is brought before the meeting, the
proxy holders may vote the proxies in their discretion. The directors do not
know of any such other matter or business.
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<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of January 15, 1997 for
(i) each person who is known by the Company to own beneficially more than 5% of
the outstanding shares of common stock, (ii) each director of the Company, (iii)
each executive officer of the Company listed in the Summary Compensation Table
set forth under the caption "Executive Compensation," and (iv) all of the
directors and officers of the Company as a group. Except pursuant to applicable
community property laws and except as otherwise indicated, each shareholder
identified in the table possesses sole voting and investment power with respect
to its or his shares.
<TABLE>
<CAPTION>
<S> <C>
Name Shares Owned(1)
Number Percent
------ -------
FMR Corp.(2) 1,524,600 7.9%
The Goldman Sachs Group, L.P. and certain affiliates(3) 1,562,951 8.1
The Carlyle Group Interests (4) 1,453,928 7.6
Dr. Cristina G. Banks(5) 14,500 *
David W. Dupree(6) 2,158 *
Dr. John B. Elstrott(7) 7,600 *
Elizabeth Cogan Fascitelli(8) -- --
Avram J. Goldberg(9) 8,300 *
Fred "Chico" Lager(10) 3,700 *
John P. Mackey(11) 395,787 2.0
Linda A. Mason(5) 11,900 *
Dr. Ralph Z. Sorenson(5) 4,500 *
James P. Sud(12) 44,275 *
Rich Cundiff(5) 33,750 *
Glenda Flanagan(5) 50,200 *
Chris Hitt(5) 56,075 *
Peter Roy(13) 67,450 *
All directors and officers
as a group (20 persons) 2,547,872 12.9%
</TABLE>
- -------------------
* Less than one percent.
(1) Includes shares issuable upon exercise of stock options which are vested or
will be vested prior to March 16, 1997.
(2) Based on information contained in Schedule 13G dated as of February 14,
1996. The amount indicated reflects FMR Corp.'s beneficial ownership as of
December 31, 1995. Of the shares indicated, FMR Corp. has the sole voting
power of 75,700 shares and the sole power to dispose of all of the shares
indicated. The address of such shareholder is 82 Devonshire Street, Boston,
Massachusetts 02109.
(3) Includes 1,552,003 shares of common stock owned by certain investment
limited partnerships of which affiliates of The Goldman Sachs Group, L.P.
("GS Group") are the general partners or managing general partners. GS
Group disclaims beneficial ownership of the holdings of the investment
limited partnerships to the extent partnership interests in such
partnerships are held by persons other than GS Group or its affiliates.
Also includes 2,620 shares of common stock held in client accounts
("Managed Accounts") over which Goldman, Sachs & Co. holds investment or
voting authority, or both. GS disclaims beneficial ownership of the shares
held in Managed Accounts. In addition, includes options to acquire 8,328
shares of common stock held by GS Group. GS Group shares voting and
investment power with respect to all the securities described other than
the options. The address of such shareholder is 85 Broad Street, New York,
New York 10004.
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(4) The Carlyle Group Interests consists of holdings by Carlyle-FFM Partners,
L.P. (688,754 shares); Carlyle-FFM Partners II, L.P. (385,079 shares);
Carlyle - FFM Partners III, L.P. (54,692 shares); Carlyle-FFM Partners VI,
L.P. (219,055 shares); CG-FFM Investors, L.P. (100,486 shares); and TC
Group, L.L.C. (5,822 shares). The address of such shareholder is c/o The
Carlyle Group, 1001 Pennsylvania Avenue N.W., Suite 220 South, Washington,
D.C. 20004.
(5) Amount indicated represents options to purchase shares of common stock.
(6) Does not include shares beneficially owned by the Carlyle Group. Mr. Dupree
is a managing director of the Carlyle Group. Mr. Dupree disclaims
beneficial ownership of the securities indicated as beneficially owned by
the Carlyle Group except to the extent of his pecuniary interest therein.
(7) Includes options to purchase 4,500 shares of common stock. (8) Does not
include shares beneficially owned by GS Group. Ms. Fascitelli is a vice
president of GS and GS Group is a general partner of and owns 99% interest
in GS. Ms. Fascitelli disclaims beneficial ownership of the securities
indicated as beneficially owned by GS Group except to the extent of her
pecuniary interest therein. (9) Includes options to purchase 5,300 shares
of common stock. (10) Includes options to purchase 2,500 shares of common
stock. (11) Includes options to purchase 69,200 shares of common stock.
(12) Includes 1,662 shares beneficially owned by Mr. Sud's children. Mr.
Sud disclaims beneficial ownership of such shares. Also includes options to
purchase 3,300 shares. (13) Includes options to purchase 27,450 shares.
ELECTION OF DIRECTORS
The following ten persons have been nominated for election as directors at
the Annual Meeting: Dr. Cristina G. Banks, David W. Dupree, Dr. John B.
Elstrott, Elizabeth Cogan Fascitelli, Avram J. Goldberg, Fred "Chico" Lager,
John P. Mackey, Linda A. Mason, Dr. Ralph Z. Sorenson and James P. Sud. Should
any nominee become unable or unwilling to accept nomination or election, the
proxy holders may vote the proxies for the election in his stead of any other
person the Board of Directors may recommend. Each nominee has expressed his
intention to serve the entire term for which election is sought.
DIRECTORS AND EXECUTIVE OFFICERS
A brief description of each executive officer and director of the Company
is provided below. Directors hold office until the next annual meeting of the
shareholders or until their successors are elected and qualified. All officers
serve at the discretion of the Board of Directors. John Mackey, 43, a co-founder
of the Company, has served as a director of the Company, Chairman of the Board
and Chief Executive Officer since 1980.
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Peter Roy, 40, has served as the President of the Company since August
1993. He served as President of the Northern California Region from 1988 to
1993.
Glenda Flanagan, 43, has served as Vice President and Chief Financial
Officer of the Company since December 1988. Prior to joining the Company, Ms.
Flanagan, a Certified Public Accountant, worked in public accounting for 15
years.
Carl Morris, 46, has been the Chief Information Officer of the Company
since January 1994. For the four prior years, Mr. Morris was the President of
American Innovations, Inc., a company which developed and sold technology
products to the electric utility industry. Mr. Morris was a founder of American
Innovations, Inc.
Rich Cundiff, 39, became President of the Southern California Region in
January 1996. He has held various positions with the Company since 1988,
including President and Vice President of the Southwest Region and store team
leader.
A.C. Gallo, 43, became President of the Northeast Region in July 1996.
He had previously served as Vice President of that region since July 1994. Prior
to 1994, he has held various positions with the Company and with Bread & Circus,
Inc., which was acquired by the Company in October 1992, including Vice
President of Perishables and produce coordinator.
Chris Hitt, 47, became President of the newly formed Mid-Atlantic Region
in August 1996. He had previously served as President of the Northeast Region
since October 1992. He has been with the Company in various positions since
1985, including store team leader, President of the California Region and
President of the Southwest Region.
Don Moffitt, 41, has served as President of the Southeast Region since
October 1992. He has held various positions with the Company since 1981,
including Vice President of Store Development and store team leader.
Walter Robb, 43, has served as President of the Northern California
Region since August 1993. Prior to becoming Regional President he served as
store team leader since joining the Company in December 1991. From 1987 to 1991,
he was the general manager of a three store natural foods chain in the San
Francisco Bay area.
Dan Rodenberg, 41, became President of the Midwest Region in January
1997. He has held various positions with the Company since 1989, including Vice
President of the Mid-Atlantic Region, Vice President of the Midwest Region and
store team leader.
Craig Weller, 51, is a co-founder of the Company and has worked for the
Company in a variety of positions since 1980, including store team leader,
President of the Northern California Region and Vice President of Human
Resources. Since October 1992, he has served as President of Texas Health
Distributors.
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Dr. Cristina G. Banks, 44, has served as a director of the Company since
July 1992. For eleven years, Dr. Banks has been the President of Human Resource
Solutions, a human resource consulting firm. She formerly was the Director of
Undergraduate Programs and currently serves as Senior Lecturer on the faculty at
the Walter A. Haas School of Business in Berkeley, California.
David W. Dupree, 43, is a Managing Director of The Carlyle Group, a
Washington, D.C. based merchant banking concern, where he has been employed
since 1992. From 1990 to 1992, he was a Principal in Corporate Finance with
Montgomery Securities, and from 1988 to 1990 he was a Vice President-Corporate
Finance at Alex. Brown and Sons.
Mr. Dupree is also a director of Care Systems, Inc.
Dr. John B. Elstrott, 48, has served as a director of the Company since
February 1995. Dr. Elstrott directs the Levy Rosenblum Institute for Tulane
University's A.B. Freeman School of Business and is on the faculty at Tulane.
Previously, he was Chief Financial Officer for Celestial Seasonings.
Elizabeth Cogan Fascitelli, 38, has been employed by the investment
banking firm of Goldman, Sachs & Co. since 1984, and since 1988 has served as a
Vice President in that concern's Investment Banking Division, Principal
Investment Area. Ms. Fascitelli also serves on the Board of Directors of
Neuromedical Systems, Inc.
Avram J. Goldberg, 67, has been the Chairman of the Board of AVCAR
Group, Ltd., a consulting firm specializing in the retail industry, since 1989.
Prior to joining AVCAR Group, Ltd, Mr. Goldberg served in various capacities
with The Stop & Shop Companies, Inc., a supermarket and discount department
store company, including most recently as the Chairman of the Board and Chief
Executive Officer. Mr. Goldberg also serves as a director of Ekco Group, Inc.
Mr. Fred Chico Lager, 42, is a business consultant and currently serving
as Interim CEO for Ergomedics, Inc., a back support system manufacturer. He was
General Manager and Treasurer of Ben & Jerry's Homemade, Inc. from 1982 to 1988,
and the company's President and CEO from 1988 to 1991. He continues to serve as
a member of Ben & Jerry's Homemade, Inc. Board of Directors.
Linda A. Mason, 42, has served as a director of the Company since July
1992. She is the co-founder of Bright Horizons Children's Centers, Inc., which
operates work-site child care centers, and has served as its President for more
than ten years.
Dr. Ralph Z. Sorenson, 63, is currently Professor Emeritus of business
administration at the University of Colorado, Boulder and has served in various
capacities at the University of Colorado since July 1992, including Dean of the
College of Business and Graduate School of Business Administration from July
1992 to July 1993. From 1981 to 1989, Dr. Sorenson served as President and Chief
Executive Officer of Barry Wright Corporation, a diversified industrial
manufacturing business. From 1989 to 1992, Dr. Sorenson was Adjunct Professor of
Management at the Harvard Business School. Dr. Sorenson serves as a director of
the Polaroid Corporation, Houghton Mifflin Company, Eaton Vance Incorporated,
Exabyte Corporation, Sweetwater, Inc. and Xenometrix, Inc.
James P. Sud, 44, has served as a director of the Company since 1980.
Since 1977, Mr. Sud has been President of MPS Production Company, an independent
oil and gas company engaged in exploration, production and oil field equipment
services.
9
<PAGE>
The Company entered into an Agreement and Plan of Merger, dated as of
June 17, 1996 (the "Merger Agreement"), with Fresh Fields Markets, Inc. ("Fresh
Fields") and a wholly owned subsidiary of the Company. As a result of the
transactions contemplated by the Merger Agreement, Fresh Fields became a wholly
owned subsidiary of the Company through a merger in which the former
shareholders of Fresh Fields exchanged their outstanding securities of Fresh
Fields for shares of the Company's common stock. The Company agreed in the
Merger Agreement to allow each of (a) GS Capital Partners, L.P. and (b)
Carlyle-FFM Partners, L.P., Carlyle-FFM Partners II, L.P., Carlyle-FFM Partners
III, L.P., Carlyle-Investors, L.P., T.C. Group, L.L.C. and Carlyle-FFM Partners
VI, L.P. acting collectively (the "Carlyle Interests") to designate one
representative to the Company's Board of Directors. Ms. Fascitelli and Mr.
Dupree are serving as the designees of GS Capital Partners, L.P. and the Carlyle
Interests, respectively. The Company further agreed in the Merger Agreement to
use its best reasonable efforts to cause the election of each such
representative to the Company's Board of Directors so long as the group of
affiliated shareholders designating such representative to the Company's Board
of Directors beneficially owns at least 50% of the shares of the Company's
common stock issued to such group of affiliated shareholders on the effective
date of the merger.
Each non-employee director of the Company receives $3,000 for each Board
of Directors meeting he or she attends and $500 for each telephone meeting
called by the Company which is greater than one hour in length and in which a
majority of directors participate. Each non-employee committee chair receives an
annual retainer of $1,500. Each non-employee director receives $500 for each
committee meeting attended (excluding the Nominating Committee meetings). Each
non-employee director who is a member of the Nominating Committee receives
$2,500 for each new director recruited. In addition, directors are reimbursed
for reasonable expenses incurred in attending Board of Directors meetings.
Directors who are employees of the Company are not paid any separate fees for
serving as directors.
The Board of Directors held five meetings in fiscal 1996. No director
attended fewer than 75% of the meetings of the Board (and any committees
thereof) which they were required to attend.
Certain Transactions
John Mackey, Peter Roy and Glenda Flanagan, executive officers of the
Company, own approximately 11.7% in the aggregate of BookPeople, Inc. which
leases facilities from the Company. The lease is for a period of 15 years and
provides for aggregate annual minimum rent of approximately $582,000, with
increases every 5 years. In fiscal 1996, the Company received approximately
$582,000 in rental income from this lease.
Committees of the Board of Directors
During fiscal 1996, the Audit and Finance Committee was comprised of
James P. Sud (Chair), Linda A. Mason, Dr. John B. Elstrott and Fred "Chico"
Lager. The Committee is empowered to recommend to the Board the appointment of
the Company's independent public accountants and to periodically meet with such
accountants to discuss their fees, audit and non-audit services, and the
internal controls and audit results for the Company. The Audit and Finance
Committee also is empowered to meet with the Company's accounting personnel to
review accounting policies and reports. The Audit and Finance Committee met four
times during fiscal 1996.
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During fiscal 1996, the Compensation Committee was comprised of Dr.
Cristina G. Banks (Chair), Avram J. Goldberg, and Dr. Ralph Z. Sorenson. The
Compensation Committee is empowered to administer the Company's stock option
plans and other compensation plans. The Compensation Committee met two times
during fiscal 1996.
During fiscal 1996, the Nominating Committee was comprised of James P.
Sud(Chair), Linda A. Mason and Dr. Cristina G. Banks. The Nominating Committee,
which did not meet in fiscal 1996, recommends to the Board qualified nominees
for election to the Board. The Nominating Committee considers suggestions from
many sources, including shareholders, regarding possible candidates for
director. Such suggestions, together with appropriate biographical information,
should be submitted to the Secretary of the Company.
Compensation Committee Interlocks and Insider Participation
No executive officer of the Company served as a member of the
Compensation Committee (or other board committee performing similar functions
or, in the absence of any such committee, the entire board of directors) of
another corporation, one of whose executive officers served on the Compensation
Committee. No executive officer of the Company served as a director of another
corporation, one of whose executive officers served on the Compensation
Committee. No executive officer of the Company served as a member of the
Compensation Committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of directors) of
another corporation, one of whose executive officers served as a director of the
Company. Executive Compensation
The following table sets forth information concerning cash compensation
paid or accrued by the Company during the three-year period ended September 29,
1996 to or for the Company's Chief Executive Officer and the four other highest
compensated executive officers of the Company whose total compensation exceeded
$100,000.
11
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Company
Other Annual Stock
Name and Principal Position Year Salary(1) Bonus Compensation(2) Options
- --------------------------- ---- --------- ----- --------------- -------
Mr. Mackey 1996 $145,000 $52,524 $500 9,000
CEO 1995 130,000 0 250 4,000
1994 125,000 29,000 250 14,000
Mr. Roy 1996 $130,000 $67,897 $500 19,000
President 1995 120,000 0 250 4,000
1994 110,000 24,000 250 14,000
Ms. Flanagan 1996 $115,000 $78,700 $500 9,000
CFO 1995 105,000 0 250 4,000
1994 95,000 17,700 250 4,000
Mr. Cundiff (3) 1996 $135,000 $62,796 $500 29,000
Regional President
Mr. Hitt 1996 $150,000 $47,707 $8,035(4) 31,100
Regional President 1995 125,000 0 250 4,000
1994 114,000 0 250 13,000
</TABLE>
(1) The Company has a policy that limits the cash compensation paid in any one
year to any officer to eight times the average full time salary of all Team
Members. Amounts earned in excess of the salary limitation may be deferred
to the next year, subject to certain restrictions.
(2) Except as otherwise indicated, the amounts indicated reflect the Company's
contributions on behalf of the persons indicated to the Whole Foods Market,
Inc. Savings Plan and Trust. In 1996, the Company's contribution was paid
in shares of the Company's common stock. The amount indicated for 1996
represents the market value of such stock.
(3) Mr. Cundiff was not an executive officer prior to fiscal 1995 and did not
earn more than $100,000 prior to fiscal 1996.
(4) Of the amount indicated, $7,535 represents reimbursement of moving
expenses.
Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Company's directors
and executive officers, and persons who own more than 10% of the Company's
common stock, are required to report their initial ownership of the Company's
common stock and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates have been established for these reports,
and the Company is required to disclose in this proxy statement any failure to
file by these dates. Based solely upon a review of Forms 3, 4 and 5 furnished to
the Company, the Company believes that all of its directors, officers and
applicable shareholders timely filed these reports. Option Plans
The following table sets forth certain information with respect to the
options granted during the year ended September 29, 1996 to each executive
officer of the Company listed in the Summary Compensation Table set forth under
the caption "Executive Compensation."
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<TABLE>
<CAPTION>
<S> <C> <C>
Percent of Potential Realizable Value
Total Options at Assumed Annual Rates of
Granted to Stock Price Appreciation
Employees in Exercise or for Option Term (1)
Options Fiscal Base Price Expiration
Name Granted # Year $/Sh Date 5% 10%
---- --------- -------------- ------------ ---------- --------------------------
Mr. Mackey 4,000 $17.375 03/12/03 $ 28,293 $ 65,936
5,000 $27.625 06/13/03 $ 56,231 $131,042
------- -------
9,000 1.2% $ 84,524 $196,978
Mr. Roy 5,000 $14.250 01/11/03 $ 29,006 $ 67,596
4,000 $17.375 03/12/03 $ 28,293 $ 65,936
10,000 $27.625 06/13/03 $112,461 $262,083
------- -------
19,000 2.6% $169,760 $395,615
Ms. Flanagan 4,000 $17.375 03/12/03 $ 28,293 $ 65,936
5,000 $27.625 06/13/03 $ 56,231 $131,042
------- -------
9,000 1.2% $ 84,524 $196,978
Mr. Cundiff 25,000 $14.250 01/11/03 $145,030 $337,980
4,000 $17.375 03/12/03 $ 28,293 $ 65,936
------- -------
29,000 3.9% $173,323 $403,916
Mr. Hitt 1,100 $17.375 03/12/03 $ 7,781 $ 18,132
30,000 $27.625 06/13/03 $337,384 $786,249
------- -------
31,100 4.2% $345,165 $804,381
</TABLE>
- -----------
(1) The 5% and 10% assumed annual rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not reflect the
Company's estimates or projections of future prices of the shares of
the Company's common stock. There can be no assurance that the amounts
reflected in this table will be achieved.
The following table sets forth certain information with respect to the
options exercised by the executive officers named above during the
year ended September 29, 1996 or held by such persons at September 29,
1996. The number of options held at September 29, 1996 includes
options granted under the 1992 Option Plan for Team Members and under
the 1987 Option and Incentive Plan (the "1987 Plan"). The 1987 Plan
was terminated by the Company in 1992, except as to options previously
granted.
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Value of Unexercised
Shares Number of Unexercised In-the-Money Options (1)
Acquired Value Options at Sept. 29, 1996 at Sept. 29, 1996
Name on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
Mr. Mackey 30,000 $537,750 63,800 22,200 $ 1,398,000 $ 169,350
Mr. Roy 30,000 $866,850 20,800 40,200 $ 149,400 $ 277,350
Ms. Flanagan 0 0 63,800 22,200 $ 1,420,500 $ 169,350
Mr. Cundiff 0 0 22,500 44,000 $ 443,013 $ 546,175
Mr. Hitt 2,000 $ 41,490 45,000 58,056 $ 912,750 $ 454,866
</TABLE>
(1) Based upon the closing price of the common stock of Whole Foods on
September 27, 1996, which price was $27.25 per share.
The Company also maintains the 1992 Stock Option Plan for Outside Director
(the "Directors Plan") which is to provide independent, outside directors with
an incentive for serving as a director by providing a proprietary interest in
the Company through the granting of options. A total of 200,000 shares of common
stock are subject to the Directors Plan. Upon election to the Board of Directors
of the Company, each eligible director is granted an option to purchase 10,000
shares effective as of the date of such election. Each eligible director who
served on the Company's Board of Directors for the previous year will be granted
an option on the date of the Annual Meeting of shareholders, if such director is
re-elected, to purchase 2,000 shares of common stock.
The options granted under the Directors Plan are not entitled to "incentive
stock option" treatment for federal income tax purposes. Accordingly, under
certain federal income tax laws, an optionee upon exercise of an option under
the Directors Plan will recognize ordinary income equal to the fair market value
of the stock on the date of exercise minus the exercise price.
Grants of options thereunder to non-employee directors of the Company will
be exempt from the operation of Section 16(b) of the Securities Exchange Act of
1934, provided the Directors Plan continues to be administered in accordance
with the applicable rules and regulations of the Securities and Exchange
Commission. Section 16(b) provides for the recovery by the Company of profits
made by officers and directors on short-term trading in shares of common stock.
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Retention Agreements
Since November 1991, the Company has entered into Retention Agreements with
the executive officers of the Company or its subsidiaries which provide for
certain benefits upon an involuntary termination of employment other than for
cause after a "Triggering Event." A Triggering Event includes a merger of the
Company with and into an unaffiliated corporation if the Company is not the
surviving corporation or the sale of all or substantially all of the Company's
assets. The benefits to be received by the executive officer whose employment is
terminated after a Triggering Event occurs include receipt of his or her annual
salary through the one-year period following the date of the termination of
employment and the immediate vesting of any outstanding stock options granted to
such executive officer.
STOCK PRICE PERFORMANCE
Set forth below is a line graph indicating the stock price performance
of the Company's common stock for the period beginning January 23, 1992 (the
date of the Company's initial public offering) and ending September 29, 1996 as
contrasted with the NASDAQ Composite Index and the S & P Retail Food Stores
Index. The graph assumes that $100 was invested at the beginning of the period
and has been adjusted for any stock dividends distributed after January 23,
1992. No cash dividends have been paid during this period.
SHAREHOLDERS' PROPOSALS
Any proposals that shareholders of the Company desire to have
presented at the 1998 annual meeting of shareholders must be received by the
Company at its principal executive offices no later than October 17, 1997.
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The expense of preparing, printing and mailing the
form of proxy and the material used in the solicitation thereof will be borne by
the Company. In addition to the use of the mails, proxies may be solicited by
personal interview, telephone and facsimile by directors and regular officers
and employees of the Company. Arrangements may also be made with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of record by such
persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.
By Order of the Board of
Directors
Glenda Flanagan
Secretary
Austin, Texas
February 14, 1997
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REPORT OF THE COMPENSATION COMMITTEE
The Company's Compensation Committee is empowered to review and
recommend to the full Board of Directors the annual compensation and
compensation procedures for all executive officers of the Company. The Committee
also administers the Company's stock option plans and team member stock purchase
plan.
Annual executive officer compensation consists of a base salary
component and an incentive component. The Company's publicly stated policy is to
limit cash compensation paid to any executive officer in any calendar year to
ten times the average full-time salary of all team members. Amounts earned in
excess of the salary cap may be deferred to the next year, subject to certain
restrictions. All compensation decisions are subject to the implementation of
this policy. Subject to the foregoing, the Committee considers numerous factors
including the Company's financial performance, the individual contribution of
each executive officer, compensation practices of comparable companies and
general economic factors. Stock price performance has not been an important
consideration in determining annual compensation, because the price of the
Company's common stock is subject to a variety of factors outside the Company's
control.
The base salary levels for the executive officers of the Company were
increased between 6% and 80% in calendar 1996 over calendar 1995. The most
significant determinants in these increases were (i) the level of revenues and
net income achieved by the Company and by its operating regions and (ii) the
growth of its operating regions and increased level of responsibilities of
certain of the executive officers.
All of the Company's executive officers participate in an incentive
compensation plan. The incentive compensation paid to the Chief Executive
Officer, President, Chief Financial Officer and Chief Information Officer for
fiscal 1996 was based upon the increase in earnings per share of the Company.
The incentive compensation paid to the Regional Presidents was based upon the
earnings, new store performance and return on assets achieved by the specific
geographic region of the Company which corresponds to the executive's area of
responsibilities. Additionally, executive officers may receive special cash
bonuses or option grants at the discretion of the Compensation Committee in
connection with relocations from one region to another, or for successful
completion of special projects. Fiscal 1996 incentive compensation averaged
approximately 30% of the total cash compensation received by the executive
officers.
The Company's executive officers also have received grants of options
under the stock option plans of the Company. The Committee believes that the
grant of options enables the Company to more closely align the economic interest
of the executive officers to those of the shareholders. The level of stock
option grants to executive officers is based primarily upon their relative
positions and responsibilities within the Company. Grants are made on a
discretionary rather than formula basis by the Committee.
For calendar 1996, the Committee recommended an increase in the base
salary of Mr. Mackey, chief executive officer of the Company, from $130,000 to
$145,000. The increase was intended to recognize Mr. Mackey's contribution
toward the (i) significant growth of the Company, (ii) increase in net income of
the Company in fiscal 1996 over fiscal 1995 and (iii) relative position of the
Company in the natural foods industry. The Committee was also cognizant of the
generally higher level of base salaries paid to chief executive officers of
comparable sized companies. Mr. Mackey's incentive compensation represented
approximately 26% of his total cash compensation for fiscal 1996. During fiscal
1996, Mr. Mackey was awarded options to purchase 9,000 shares of common stock
under the Company's incentive stock option plan.
Compensation Committee
Dr. Cristina G. Banks (Chair)
Avram J. Goldberg
Dr. Ralph Z. Sorenson
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PROXY
WHOLE FOODS MARKET, INC.
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Shareholders of Whole Foods Market, Inc. (the "Company") to be held
on March 24, 1997, in San Francisco, California at 10:00 a.m., local time, and
the Proxy Statement in connection therewith, and (b) appoints John Mackey and
Glenda Flanagan, and each of them, his proxies with full power of substitution
and revocation, for and in the name, place and stead of the undersigned, to vote
upon and act with respect to all of the shares of Common Stock of the Company
standing in the name of the undersigned or with respect to which the undersigned
is entitled to vote and act at said meeting or at any adjournment thereof, and
the undersigned directs that his proxy be voted as follows:
ELECTION OF DIRECTORS
FOR nominees listed below except as marked to the contrary below
- ----
WITHHOLD AUTHORITY to vote for all nominees listed below
- ----
Dr. Cristina G. Banks, David W. Dupree, Dr. John B. Elstrott, Elizabeth Cogan
Fascitelli, Avram J. Goldberg, Fred "Chico" Lager, John P. Mackey, Linda A.
Mason, Dr. Ralph Z. Sorenson, James P. Sud
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.
If more than one of the proxies listed on the reverse side shall be present
in person or by substitute at the meeting or any adjournment thereof, the
majority of said proxies so present and voting, either in person or by
substitute, shall exercise all of the powers hereby given.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
Dated:_____________________________
-----------------------------------
Signature
-----------------------------------
(Signature if held jointly)
Please date the proxy and sign your
name exactly as it appears hereon.
Where there is more than one owner,
each should sign. When signing as an
attorney, administrator, executor,
guardian or trustee, please add your
title as such. If executed by a
corporation, the proxy should be
signed by a duly authorized officer.
Please sign the proxy and return it
promptly whether or not you expect
to attend the meeting. You may
nevertheless vote in person if you
do attend.
17
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(214) 922-4122
February 14, 1997
Securities and Exchange Commission
Judiciary Plaza
430 Fifth Street
Washington, D.C. 20549
RE: Whole Foods Market, Inc.
SEC File No. 0-19797
Dear Sir or Madam:
On behalf of Whole Foods Market, Inc. (the "Company"), I have enclosed the
Company's definitive proxy materials. The Company anticipates that copies of the
definitive form of proxy materials will be mailed to shareholders on February
14, 1997.
If you should have any questions, please do not hesitate to call me at the
above referenced number.
Very truly yours,
Susan Henderson
