WFM / Whole Foods Market, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Computation of Ratio of Earnings to Fixed Charges (7)

Exhibit 12.1 Whole Foods Market, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) September 24, 2017 September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 Earnings: Income before income taxes $ 417 $ 827 $ 878 $ 894 $ 752 Rent expense 508 477 441 407 353 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense 169 159 147 136 125 Interest

WFM / Whole Foods Market, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 24, 2017; or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 0-19797 WHOLE FOODS MARKET, INC.

Whole Foods Market 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-213568 Whole Foods Market, Inc. (and the subsidiary guarantor reg

Whole Foods Market 15-12G

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-19797 Whole Foods Market Growing Your Future 401(k) Plan Whole Food

Whole Foods Market 15-12G

15-12G 1 d436926d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-19797 Whole Foods Market, Inc. (Exact na

Whole Foods Market S-8 POS

S-8 POS 1 d436940ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-211345 Registration No. 333-188973 Registration No. 333-159443 Registration No. 333-91086 Registration No. 333-73876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-211345 P

Whole Foods Market S-8 POS

S-8 POS 1 d436940ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-211345 Registration No. 333-188973 Registration No. 333-159443 Registration No. 333-91086 Registration No. 333-73876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-211345 P

Whole Foods Market S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No.

Whole Foods Market S-8 POS

S-8 POS 1 d436940ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-211345 Registration No. 333-188973 Registration No. 333-159443 Registration No. 333-91086 Registration No. 333-73876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-211345 P

Whole Foods Market S-8 POS

S-8 POS 1 d436940ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-211345 Registration No. 333-188973 Registration No. 333-159443 Registration No. 333-91086 Registration No. 333-73876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-211345 P

Whole Foods Market S-8 POS

S-8 POS 1 d436936ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-116631 Registration No. 333-101565 Registration No. 333-35809 Registration No. 333-11273 Registration No. 333-11271 Registration No. 33-70748 Registration No. 33-48392 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1

Whole Foods Market S-8 POS

S-8 POS 1 d436936ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-116631 Registration No. 333-101565 Registration No. 333-35809 Registration No. 333-11273 Registration No. 333-11271 Registration No. 33-70748 Registration No. 33-48392 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1

Whole Foods Market S-8 POS

S-8 POS 1 d436936ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-116631 Registration No. 333-101565 Registration No. 333-35809 Registration No. 333-11273 Registration No. 333-11271 Registration No. 33-70748 Registration No. 33-48392 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1

Whole Foods Market S-8 POS

S-8 POS 1 d436936ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-116631 Registration No. 333-101565 Registration No. 333-35809 Registration No. 333-11273 Registration No. 333-11271 Registration No. 33-70748 Registration No. 33-48392 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1

Whole Foods Market S-8 POS

S-8 POS 1 d436936ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-116631 Registration No. 333-101565 Registration No. 333-35809 Registration No. 333-11273 Registration No. 333-11271 Registration No. 33-70748 Registration No. 33-48392 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1

Whole Foods Market POS AM

POS AM 1 d436956dposam.htm POS AM As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-213568 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WHOLE FOODS MARKET, INC. (and the subsidiary guarantor registrants listed in Schedule A) (Exact

Whole Foods Market POS AM

As filed with the Securities and Exchange Commission on August 29, 2017 Registration No.

Whole Foods Market POS AM

POS AM 1 d436913dposam.htm POS AM As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-07719 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas (State or

Whole Foods Market POS AM

POS AM 1 d436952dposam.htm POS AM As filed with the Securities and Exchange Commission on August 29, 2017 Registration No. 333-113476 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 550 Bowie

Whole Foods Market POS AM

POS AM As filed with the Securities and Exchange Commission on August 29, 2017 Registration No.

Whole Foods Market POS AM

As filed with the Securities and Exchange Commission on August 29, 2017 Registration No.

Whole Foods Market POS AM

As filed with the Securities and Exchange Commission on August 29, 2017 Registration No.

Amended and Restated Certificate of Formation of the Registrant effective August 28, 2017 (6)

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF WHOLE FOODS MARKET, INC. ARTICLE 1. NAME The name of this corporation is Whole Foods Market, Inc. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the registered office of this corporation is 211 E. 7th Street, Suite 620, Austin, Texas 78701-3218, and the name of its registered agent at such address is Corporation Service Company. A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 23, 2017 Whole Foods Market, Inc. (Exact Name of Registrant as Specified in its Charter) Texas (State of incorporation) 0-19797 (Commission File Number) 74-1989366 (I.R.S. Empl

Amended and Restated By-laws of the Registrant adopted August 28, 2017 (6)

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. CONTENTS SECTION 1 OFFICES 1 SECTION 2 SHAREHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meetings 1 2.3 Place of Meeting 1 2.4 Notice of Meeting 1 2.5 Waiver of Notice 2 2.5.1 Waiver in Writing or by Electronic Transmission 2 2.5.2 Waiver by Attendance 2 2.6 Fixing of Record Date for Determining Shareholders 2 2.6.1 Meetings 2 2.6.2

CERTIFICATE OF AMENDMENT OF WHOLE FOODS MARKET, INC. A Texas Corporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF WHOLE FOODS MARKET, INC. A Texas Corporation Whole Foods Market, Inc., a Texas for-profit corporation (the “Corporation”), hereby adopts this Certificate of Amendment (the “Amendment”). 1. The name of the Corporation is Whole Foods Market, Inc. 2. The Corporation is a for-profit corporation organized under the laws of the State of Texas. 3. The file number i

Amended and Restated By-laws of the Registrant adopted August 28, 2017 (6)

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. CONTENTS SECTION 1 OFFICES 1 SECTION 2 SHAREHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meetings 1 2.3 Place of Meeting 1 2.4 Notice of Meeting 1 2.5 Waiver of Notice 2 2.5.1 Waiver in Writing or by Electronic Transmission 2 2.5.2 Waiver by Attendance 2 2.6 Fixing of Record Date for Determining Shareholders 2 2.6.1 Meetings 2 2.6.2

Amended and Restated Certificate of Formation of the Registrant effective August 28, 2017 (6)

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF WHOLE FOODS MARKET, INC. ARTICLE 1. NAME The name of this corporation is Whole Foods Market, Inc. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the registered office of this corporation is 211 E. 7th Street, Suite 620, Austin, Texas 78701-3218, and the name of its registered agent at such address is Corporation Service Company. A

CERTIFICATE OF AMENDMENT OF WHOLE FOODS MARKET, INC. A Texas Corporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF WHOLE FOODS MARKET, INC. A Texas Corporation Whole Foods Market, Inc., a Texas for-profit corporation (the “Corporation”), hereby adopts this Certificate of Amendment (the “Amendment”). 1. The name of the Corporation is Whole Foods Market, Inc. 2. The Corporation is a for-profit corporation organized under the laws of the State of Texas. 3. The file number i

EX-99.25

wfm-form25

EX-99.25

wfm-form25

EX-99.25

wfm-form25

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v4740128-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 24, 2017 Whole Foods Market, Inc. (Exact Name of Registrant as Specified in its Charter) Texas (State of incorporation) 0-19797 (Commission File N

Amazon and Whole Foods Market Announce Acquisition to Close This Monday, Will Work Together to Make High-Quality, Natural and Organic Food Affordable for Everyone

Exhibit 99.1 Amazon and Whole Foods Market Announce Acquisition to Close This Monday, Will Work Together to Make High-Quality, Natural and Organic Food Affordable for Everyone August 24, 2017?Seattle, Wash. & Austin, Texas?(NASDAQ: AMZN)?Amazon and Whole Foods Market today announced that Amazon?s acquisition of Whole Foods Market will close on Monday August 28, 2017, and the two companies will tog

Amazon and Whole Foods Market Announce Acquisition to Close This Monday, Will Work Together to Make High-Quality, Natural and Organic Food Affordable for Everyone

Exhibit 99.1 Amazon and Whole Foods Market Announce Acquisition to Close This Monday, Will Work Together to Make High-Quality, Natural and Organic Food Affordable for Everyone August 24, 2017?Seattle, Wash. & Austin, Texas?(NASDAQ: AMZN)?Amazon and Whole Foods Market today announced that Amazon?s acquisition of Whole Foods Market will close on Monday August 28, 2017, and the two companies will tog

Amazon and Whole Foods Market Announce Acquisition to Close This Monday, Will Work Together to Make High-Quality, Natural and Organic Food Affordable for Everyone

Exhibit 99.1 Amazon and Whole Foods Market Announce Acquisition to Close This Monday, Will Work Together to Make High-Quality, Natural and Organic Food Affordable for Everyone August 24, 2017?Seattle, Wash. & Austin, Texas?(NASDAQ: AMZN)?Amazon and Whole Foods Market today announced that Amazon?s acquisition of Whole Foods Market will close on Monday August 28, 2017, and the two companies will tog

AMENDMENT NO. ONE TO THE WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN

AMENDMENT NO. ONE TO THE WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN Pursuant to the authority of the Board of Directors of Whole Foods Market, Inc., and the provisions of Section 14.1 thereof, the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) is hereby amended in the following respect only, effective as of May 19, 2017: (1) Section 9, Subsection 9.3, is hereby amended in its entirety

Unaudited Consolidated Financial Statements of Whole Foods Market, Inc. for the forty weeks ended July 3, 2016 and July 2, 2017 (incorporated by reference to Part I, Item 1 of the Quarterly Report on Form 10-Q of Whole Foods Market, Inc. (File No. 0-19797), filed on August 4, 2017).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended July 2, 2017; or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 0-19797 WHOLE FOODS MARKET, I

AMENDMENT NO. ONE TO THE WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN

AMENDMENT NO. ONE TO THE WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN Pursuant to the authority of the Board of Directors of Whole Foods Market, Inc., and the provisions of Section 14.1 thereof, the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) is hereby amended in the following respect only, effective as of May 19, 2017: (1) Section 9, Subsection 9.3, is hereby amended in its entirety

AMENDMENT NO. ONE TO THE WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN

AMENDMENT NO. ONE TO THE WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN Pursuant to the authority of the Board of Directors of Whole Foods Market, Inc., and the provisions of Section 14.1 thereof, the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) is hereby amended in the following respect only, effective as of May 19, 2017: (1) Section 9, Subsection 9.3, is hereby amended in its entirety

Whole Foods Market Reports Third Quarter 2017 Results Company Produces Record Q3 Sales of $3.7 Billion; GAAP EPS of $0.33; and Adjusted EPS of $0.36

EdgarFiling

Whole Foods Market Reports Third Quarter 2017 Results Company Produces Record Q3 Sales of $3.7 Billion; GAAP EPS of $0.33; and Adjusted EPS of $0.36

EdgarFiling

Whole Foods Market FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 26, 2017 Whole Foods Market, Inc. (Exact Name of Registrant as Specified in Charter) TEXAS 0-19797 74-1989366 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Whole Foods Market Reports Third Quarter 2017 Results Company Produces Record Q3 Sales of $3.7 Billion; GAAP EPS of $0.33; and Adjusted EPS of $0.36

EdgarFiling

Whole Foods Market DEFINITIVE PROXY STATEMENT

t1702075-defm14a - none - 6.4250514s TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Onl

Whole Foods Market SOLICITING MATERIAL UNDER 240.14A-12

DEFA14A 1 t1702075x2-defa14a.htm SOLICITING MATERIAL UNDER 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 ¨ Confidential, for Use of the Commi

Transactions in the Shares of the Issuer since the Filing of Amendment No. 1

EXHIBIT E Transactions in the Shares of the Issuer since the Filing of Amendment No.

Transactions in the Shares of the Issuer since the Filing of Amendment No. 1

EXHIBIT E Transactions in the Shares of the Issuer since the Filing of Amendment No.

Transactions in the Shares of the Issuer since the Filing of Amendment No. 1

EXHIBIT E Transactions in the Shares of the Issuer since the Filing of Amendment No.

WFM / Whole Foods Market, Inc. / JANA PARTNERS LLC - WHOLE FOODS MARKET INC Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2) Whole Foods Market, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 966837106 (CUSIP Number) Eleazer Klein,

Transactions in the Shares of the Issuer since the Filing of Amendment No. 1

EXHIBIT E Transactions in the Shares of the Issuer since the Filing of Amendment No.

Whole Foods Market PRELIMINARY PROXY STATEMENT

PREM14A 1 t1702003-prem14a.htm PRELIMINARY PROXY STATEMENT TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of th

AMENDMENT TO THE WHOLE FOODS EXECUTIVE RETENTION PLAN AND NON-COMPETE ARRANGEMENT

Exhibit 10.1 AMENDMENT TO THE WHOLE FOODS EXECUTIVE RETENTION PLAN AND NON-COMPETE ARRANGEMENT WHEREAS, Whole Foods Market, Inc., a Texas corporation (the “Company”), has adopted the Whole Foods Executive Retention Plan and Non-Compete Arrangement (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries; WHEREAS, the Company has entered into an Agreement and Plan of Me

AMENDMENT TO THE WHOLE FOODS EXECUTIVE RETENTION PLAN AND NON-COMPETE ARRANGEMENT

Exhibit 10.1 AMENDMENT TO THE WHOLE FOODS EXECUTIVE RETENTION PLAN AND NON-COMPETE ARRANGEMENT WHEREAS, Whole Foods Market, Inc., a Texas corporation (the “Company”), has adopted the Whole Foods Executive Retention Plan and Non-Compete Arrangement (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries; WHEREAS, the Company has entered into an Agreement and Plan of Me

* * * *

Exhibit 10.2 July 5, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Section 280G of the Internal Revenue Code Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the ?Offer Letter?), by and between Whole Foods Market, Inc. (the ?Company?) and you; and the change of control letter agreement, dated as of June 14, 2017, by and between the Co

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Exhibit 10.2 July 5, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Section 280G of the Internal Revenue Code Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the ?Offer Letter?), by and between Whole Foods Market, Inc. (the ?Company?) and you; and the change of control letter agreement, dated as of June 14, 2017, by and between the Co

* * * *

Exhibit 10.2 July 5, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Section 280G of the Internal Revenue Code Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the ?Offer Letter?), by and between Whole Foods Market, Inc. (the ?Company?) and you; and the change of control letter agreement, dated as of June 14, 2017, by and between the Co

AMENDMENT TO THE WHOLE FOODS EXECUTIVE RETENTION PLAN AND NON-COMPETE ARRANGEMENT

Exhibit 10.1 AMENDMENT TO THE WHOLE FOODS EXECUTIVE RETENTION PLAN AND NON-COMPETE ARRANGEMENT WHEREAS, Whole Foods Market, Inc., a Texas corporation (the “Company”), has adopted the Whole Foods Executive Retention Plan and Non-Compete Arrangement (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries; WHEREAS, the Company has entered into an Agreement and Plan of Me

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 0-19797 74-1989366 (State of (Commission File (IRS Employer incorporation) Number)

LETTER

Mail Stop 3561 June 27, 2017 Mr. Keith Manbeck Executive Vice President and Chief Financial Officer Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Whole Foods Market, Inc. Form 10-K for the Fiscal Year Ended September 25, 2016 Filed November 18, 2016 File No. 0-19797 Dear Mr. Manbeck: We have completed our review of your filing. We remind you that the company and its management

Whole Foods Market 11-K

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the year ended December 31, 2016; or o Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 0-19797 A. Full title of the plan and the

Whole Foods Market DEFA14A

DEFA14A 1 a17-153931defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Ru

Whole Foods Market DEFA14A

DEFA14A 1 a17-153263defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Ru

Amazon to Acquire Whole Foods Market Whole Foods Market ranked #28 and Amazon ranked #2 on Fortune’s 2017 list of World’s Most Admired Companies

Exhibit 99.1 Amazon to Acquire Whole Foods Market Whole Foods Market ranked #28 and Amazon ranked #2 on Fortune?s 2017 list of World?s Most Admired Companies June 16, 2017?Seattle, Wash. & Austin, Texas?Amazon (NASDAQ:AMZN) and Whole Foods Market, Inc. (NASDAQ:WFM) today announced that they have entered into a definitive merger agreement under which Amazon will acquire Whole Foods Market for $42 p

Agreement and Plan of Merger, dated June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc., and Whole Foods Market, Inc. (1)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and Bylaws of the Surviving Corporation 2.1. Articles of Incorporation of the Surviving

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office.

[Whole Foods Market, Inc. Letterhead]

Exhibit 10.1 [Whole Foods Market, Inc. Letterhead] June 14, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Qualifying Termination Upon or Following a Change of Control Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the ?Offer Letter?), by and between Whole Foods Market, Inc. (the ?Company?) and you. This letter agreement (this ?Agree

[Whole Foods Market, Inc. Letterhead]

Exhibit 10.1 [Whole Foods Market, Inc. Letterhead] June 14, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Qualifying Termination Upon or Following a Change of Control Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the ?Offer Letter?), by and between Whole Foods Market, Inc. (the ?Company?) and you. This letter agreement (this ?Agree

[Whole Foods Market, Inc. Letterhead]

Exhibit 10.1 [Whole Foods Market, Inc. Letterhead] June 14, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Qualifying Termination Upon or Following a Change of Control Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the ?Offer Letter?), by and between Whole Foods Market, Inc. (the ?Company?) and you. This letter agreement (this ?Agree

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office.

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office.

Agreement and Plan of Merger, dated June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc., and Whole Foods Market, Inc. (1)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and Bylaws of the Surviving Corporation 2.1. Articles of Incorporation of the Surviving

Agreement and Plan of Merger, dated June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc., and Whole Foods Market, Inc. (1)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and Bylaws of the Surviving Corporation 2.1. Articles of Incorporation of the Surviving

[Whole Foods Market, Inc. Letterhead]

Exhibit 10.1 [Whole Foods Market, Inc. Letterhead] June 14, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Qualifying Termination Upon or Following a Change of Control Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the ?Offer Letter?), by and between Whole Foods Market, Inc. (the ?Company?) and you. This letter agreement (this ?Agree

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas (State of incorporation) 0-19797 (Commission File Number) 74-1989366 (IRS Employer

Important Additional Information and Where to Find It In connection with the proposed transaction, Whole Foods Market will file with the SEC and mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction. BEFOR

TRANSACTION OVERVIEW 27% $42 Per Share Sale Price $13.7bn Transaction Value 31.0x 37% 10.6x 34% to 12/31/16 Price to 12-Month VWAP LTM P/E1 LTM EV/EBITDA2 to Prior Close 6/15/17 Source: FactSet (6/15/17), Company filings Based on LTM Adj. Net Income of $437mm as of the quarter ended April 9, 2017, fully diluted shares outstanding of 322.7mm and implied equity value of $13.56bn Based on LTM Adj. EB

Agreement and Plan of Merger, dated June 15, 2017, by and among Amazon.com, Inc., Walnut Merger Sub, Inc., and Whole Foods Market, Inc. (1)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and Bylaws of the Surviving Corporation 2.1. Articles of Incorporation of the Surviving

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office.

Amazon to Acquire Whole Foods Market Whole Foods Market ranked #28 and Amazon ranked #2 on Fortune’s 2017 list of World’s Most Admired Companies

Exhibit 99.1 Amazon to Acquire Whole Foods Market Whole Foods Market ranked #28 and Amazon ranked #2 on Fortune?s 2017 list of World?s Most Admired Companies June 16, 2017?Seattle, Wash. & Austin, Texas?Amazon (NASDAQ:AMZN) and Whole Foods Market, Inc. (NASDAQ:WFM) today announced that they have entered into a definitive merger agreement under which Amazon will acquire Whole Foods Market for $42 p

Whole Foods Market 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas (State of incorporation) 0-19797 (Commission File Number) 74-1989366 (IRS Employer

Important Additional Information and Where to Find It In connection with the proposed transaction, Whole Foods Market will file with the SEC and mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction. BEFOR

TRANSACTION OVERVIEW 27% $42 Per Share Sale Price $13.7bn Transaction Value 31.0x 37% 10.6x 34% to 12/31/16 Price to 12-Month VWAP LTM P/E1 LTM EV/EBITDA2 to Prior Close 6/15/17 Source: FactSet (6/15/17), Company filings Based on LTM Adj. Net Income of $437mm as of the quarter ended April 9, 2017, fully diluted shares outstanding of 322.7mm and implied equity value of $13.56bn Based on LTM Adj. EB

Important Additional Information and Where to Find It In connection with the proposed transaction, Whole Foods Market will file with the SEC and mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction. BEFOR

TRANSACTION OVERVIEW 27% $42 Per Share Sale Price $13.7bn Transaction Value 31.0x 37% 10.6x 34% to 12/31/16 Price to 12-Month VWAP LTM P/E1 LTM EV/EBITDA2 to Prior Close 6/15/17 Source: FactSet (6/15/17), Company filings Based on LTM Adj. Net Income of $437mm as of the quarter ended April 9, 2017, fully diluted shares outstanding of 322.7mm and implied equity value of $13.56bn Based on LTM Adj. EB

AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and Bylaws of the Surviving Corporation 2.1. Articles of Incorporation of the Surviving

Important Additional Information and Where to Find It In connection with the proposed transaction, Whole Foods Market will file with the SEC and mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction. BEFOR

TRANSACTION OVERVIEW 27% $42 Per Share Sale Price $13.7bn Transaction Value 31.0x 37% 10.6x 34% to 12/31/16 Price to 12-Month VWAP LTM P/E1 LTM EV/EBITDA2 to Prior Close 6/15/17 Source: FactSet (6/15/17), Company filings Based on LTM Adj. Net Income of $437mm as of the quarter ended April 9, 2017, fully diluted shares outstanding of 322.7mm and implied equity value of $13.56bn Based on LTM Adj. EB

AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and Bylaws of the Surviving Corporation 2.1. Articles of Incorporation of the Surviving

[Whole Foods Market, Inc. Letterhead]

Exhibit 10.1 [Whole Foods Market, Inc. Letterhead] June 14, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Qualifying Termination Upon or Following a Change of Control Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the “Offer Letter”), by and between Whole Foods Market, Inc. (the “Company”) and you. This letter agreement (this “Agree

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office.

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office.

[Whole Foods Market, Inc. Letterhead]

Exhibit 10.1 [Whole Foods Market, Inc. Letterhead] June 14, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Qualifying Termination Upon or Following a Change of Control Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the “Offer Letter”), by and between Whole Foods Market, Inc. (the “Company”) and you. This letter agreement (this “Agree

AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and Bylaws of the Surviving Corporation 2.1. Articles of Incorporation of the Surviving

[Whole Foods Market, Inc. Letterhead]

Exhibit 10.1 [Whole Foods Market, Inc. Letterhead] June 14, 2017 Keith Manbeck c/o Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Qualifying Termination Upon or Following a Change of Control Dear Keith: Reference is made to the offer letter, dated May 2, 2017 (the “Offer Letter”), by and between Whole Foods Market, Inc. (the “Company”) and you. This letter agreement (this “Agree

AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and Bylaws of the Surviving Corporation 2.1. Articles of Incorporation of the Surviving

Important Additional Information and Where to Find It In connection with the proposed transaction, Whole Foods Market will file with the SEC and mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction. BEFOR

TRANSACTION OVERVIEW 27% $42 Per Share Sale Price $13.7bn Transaction Value 31.0x 37% 10.6x 34% to 12/31/16 Price to 12-Month VWAP LTM P/E1 LTM EV/EBITDA2 to Prior Close 6/15/17 Source: FactSet (6/15/17), Company filings Based on LTM Adj. Net Income of $437mm as of the quarter ended April 9, 2017, fully diluted shares outstanding of 322.7mm and implied equity value of $13.56bn Based on LTM Adj. EB

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective June 15, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office.

Whole Foods Market ESP

CORRESP 1 filename1.htm June 15, 2017 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attention: Ms. Jennifer Thompson Re: Whole Foods Market, Inc. Form 10-K for the Fiscal Year Ended September 25, 2016 Filed November 18, 2016 File No. 0-19797 Dear Ms. Thompson: Whole Foods Market, Inc. (the “Company” or “we”) received comments fr

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 0-19797 74-1989366 (State of (Commission File (IRS Employer incorporation) Number) I

LETTER

Mail Stop 3561 June 8, 2017 Mr. Keith Manbeck Executive Vice President and Chief Financial Officer Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Whole Foods Market, Inc. Form 10-K for the Fiscal Year Ended September 25, 2016 Filed November 18, 2016 File No. 0-19797 Dear Mr. Manbeck: We have reviewed your filing and have the following comments. In some of our comments, we may as

WFM / Whole Foods Market, Inc. / JANA PARTNERS LLC - WHOLE FOODS MARKET, INC. Activist Investment

SC 13D/A 1 p17-1277sc13da.htm WHOLE FOODS MARKET, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) Whole Foods Market, Inc. (Name of Issuer) Common Stock, no par value (Title of Class

EX-24

May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

Whole Foods Market 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended April 9, 2017; or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 0-19797 WHOLE FOODS

WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT

Exhibit 10.1 WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT RECITALS A. Whole Foods Market, Inc. (the “Company”) has adopted the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) for the purpose of attracting and retaining the services of selected Team Members, Directors, and Consultants who contribute to the Company’s success by their ability

WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT

Exhibit 10.1 WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT RECITALS A. Whole Foods Market, Inc. (the “Company”) has adopted the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) for the purpose of attracting and retaining the services of selected Team Members, Directors, and Consultants who contribute to the Company’s success by their ability

WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT

Exhibit 10.1 WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT RECITALS A. Whole Foods Market, Inc. (the “Company”) has adopted the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) for the purpose of attracting and retaining the services of selected Team Members, Directors, and Consultants who contribute to the Company’s success by their ability

WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT

Exhibit 10.1 WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN TIME-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT RECITALS A. Whole Foods Market, Inc. (the “Company”) has adopted the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) for the purpose of attracting and retaining the services of selected Team Members, Directors, and Consultants who contribute to the Company’s success by their ability

EX-24

May 9, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 9, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 9, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

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May 11, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

Whole Foods Market 8-K/A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas (State of incorporation) 0-19797 (Commission File Number) 74-1989366 (IRS Employer

Whole Foods Market Provides Shareholder Update on Accelerated Path to Delivering Shareholder Value and Announces Second Quarter 2017 Results Accelerated Affinity Rollout by CYE 2017 Category Management Fully Implemented by FYE 2018 Return to Positive

EdgarFiling EXHIBIT 99.1 Whole Foods Market Provides Shareholder Update on Accelerated Path to Delivering Shareholder Value and Announces Second Quarter 2017 Results Accelerated Affinity Rollout by CYE 2017 Category Management Fully Implemented by FYE 2018 Return to Positive Comps and Earnings Growth by FYE 2018 Additional $300 Million in Cost Savings Realized by FYE 2020 Financial Targets Provide

May 2, 2017

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 May 2, 2017 Keith Manbeck W276 N2850 Oak Street Pewaukee, Wisconsin, 53072 Dear Keith, This letter confirms our offer of employment with Whole Foods Market as Executive Vice President and Chief Financial Officer. We are excited to welcome you as part of the executive team. Our offer of employment includes the following: · Base salary of $700,000 annua

Whole Foods Market Appoints Keith Manbeck as Chief Financial Officer Brings More than Two Decades of Financial and Operating Expertise at Leading Retail Companies Will Support Whole Foods Market’s Accelerated Path to Shareholder Value Creation

EdgarFiling EXHIBIT 99.2 Whole Foods Market Appoints Keith Manbeck as Chief Financial Officer Brings More than Two Decades of Financial and Operating Expertise at Leading Retail Companies Will Support Whole Foods Market?s Accelerated Path to Shareholder Value Creation AUSTIN, Texas, May 10, 2017 (GLOBE NEWSWIRE) - Whole Foods Market, Inc. (NASDAQ:WFM) (?Whole Foods Market? or ?the Company?) today

May 2, 2017

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 May 2, 2017 Keith Manbeck W276 N2850 Oak Street Pewaukee, Wisconsin, 53072 Dear Keith, This letter confirms our offer of employment with Whole Foods Market as Executive Vice President and Chief Financial Officer. We are excited to welcome you as part of the executive team. Our offer of employment includes the following: · Base salary of $700,000 annua

May 2, 2017

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 May 2, 2017 Keith Manbeck W276 N2850 Oak Street Pewaukee, Wisconsin, 53072 Dear Keith, This letter confirms our offer of employment with Whole Foods Market as Executive Vice President and Chief Financial Officer. We are excited to welcome you as part of the executive team. Our offer of employment includes the following: · Base salary of $700,000 annua

Whole Foods Market Announces Board Refreshment with the Appointment of Five New Independent Directors and New Board Leadership Gabrielle Sulzberger Appointed New Chair of the Board; Mary Ellen Coe Appointed New Chair of Nominating & Governance Commit

EdgarFiling EXHIBIT 99.3 Whole Foods Market Announces Board Refreshment with the Appointment of Five New Independent Directors and New Board Leadership Gabrielle Sulzberger Appointed New Chair of the Board; Mary Ellen Coe Appointed New Chair of Nominating & Governance Committee New Directors Provide Retail, Financial and Leadership Expertise and Track Records Creating Value for Shareholders AUSTIN

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 f8k051017.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas (State of incorporation) 0-19797 (Commission File Numbe

May 2, 2017

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 May 2, 2017 Keith Manbeck W276 N2850 Oak Street Pewaukee, Wisconsin, 53072 Dear Keith, This letter confirms our offer of employment with Whole Foods Market as Executive Vice President and Chief Financial Officer. We are excited to welcome you as part of the executive team. Our offer of employment includes the following: · Base salary of $700,000 annua

April 5, 2017

Exhibit April 5, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

April 5, 2017

Exhibit April 5, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

April 5, 2017

Exhibit April 5, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

April 5, 2017

Exhibit April 5, 2017 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.

WFM / Whole Foods Market, Inc. / JANA PARTNERS LLC - WHOLE FOODS MARKET INC Activist Investment

SC 13D 1 p17-0978sc13d.htm WHOLE FOODS MARKET INC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. ) Whole Foods Market, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Secu

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective March 13, 2017)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective March 13, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 000-19797 74-1989366 (State or other jurisdiction of incorporation) (Commission Fi

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective March 13, 2017)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective March 13, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective March 13, 2017)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective March 13, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office

AMENDED AND RESTATED BYLAWS WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective March 13, 2017)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF WHOLE FOODS MARKET, INC. (A TEXAS CORPORATION) (Effective March 13, 2017) ARTICLE I OFFICES Section 1. Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of Texas. Section 2. Principal Office

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 0-19797 74-1989366 (State or other jurisdiction of incorporation) (Commission F

Whole Foods Market 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 15, 2017; or o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 0-19797 WHOLE FO

WFM / Whole Foods Market, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 wholefoodsmarketinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Whole Foods Market Inc Title of Class of Securities: Common Stock CUSIP Number: 966837106 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule purs

Whole Foods Market Reports First Quarter Results Company Produces Record Sales of $4.9 Billion; Delivers GAAP EPS of $0.30 and Adjusted EPS of $0.39; Resets Growth Strategy and Accelerates Timeline for Category Management Rollout; Updates FY17 Outloo

EdgarFiling EXHIBIT 99.1 Whole Foods Market Reports First Quarter Results Company Produces Record Sales of $4.9 Billion; Delivers GAAP EPS of $0.30 and Adjusted EPS of $0.39; Resets Growth Strategy and Accelerates Timeline for Category Management Rollout; Updates FY17 Outlook AUSTIN, Texas, Feb. 08, 2017 (GLOBE NEWSWIRE) - Whole Foods Market, Inc. (NASDAQ:WFM) today reported results for the 16-wee

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k020817.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2017 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 0-19797 74-1989366 (State of (Commission File (IRS

Whole Foods Market DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

DEFA14A 1 wfm3206961-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [

Whole Foods Market A6G

Dear Whole Foods Market, Inc. Shareholder, We are writing to urge you to vote for shareholder Proposal 6 on Whole Foods Market?s (WFM) 2017 proxy regarding food waste reporting. This document provides an overview of the importance of food waste as well as the four main reasons why we believe shareholders should vote for this proposal, which makes the following request: Shareholders request Whole F

Whole Foods Market DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Whole Foods Market DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by

Audited Consolidated Financial Statements of Whole Foods Market, Inc. for the year ended September 25, 2016 (incorporated by reference to Part II, Item 8 of the Annual Report on Form 10-K of Whole Foods Market, Inc. (File No. 0-19797), filed on November 18, 2016).

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 25, 2016; or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 0-19797 WHOLE FOODS MARK

SUBSIDIARIES OF WHOLE FOODS MARKET, INC.

EX-21.1 5 wfm10k2016ex211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF WHOLE FOODS MARKET, INC. Name State or Jurisdiction of Incorporation or Organization Allegro Coffee Company Colorado Bowie Strategic Investments, Inc. Delaware Fresh & Wild Holding Limited England and Wales Fresh & Wild Limited * England and Wales Mrs. Gooch’s Natural Food Markets, Inc. * California Nature’s Heartland, Inc. Ma

AMENDMENT NO. 3 CREDIT AGREEMENT

Exhibit 10.17 AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2016 (the “Amendment No. 3 Effective Date”), is entered into by and among Whole Foods Market, Inc., as the Borrower, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms used but n

September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 Earnings: Income before income taxes $ 827 $ 878 $ 946 $ 752 $ 552 Rent expense 477 441 407 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense

Exhibit 12.1 Whole Foods Market, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 Earnings: Income before income taxes $ 827 $ 878 $ 946 $ 752 $ 552 Rent expense 477 441 407 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense 159 147 136 125 118 Interest

WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT

EX-10.10 2 wfm10k2016ex1010.htm EXHIBIT 10.10 Exhibit 10.10 WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT RECITALS A. Whole Foods Market, Inc. (the “Company”) has adopted the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) for the purpose of attracting and retaining the services of selected Team Members, Directors, and Consultants who contribute to the Com

SUBSIDIARIES OF WHOLE FOODS MARKET, INC.

EX-21.1 5 wfm10k2016ex211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF WHOLE FOODS MARKET, INC. Name State or Jurisdiction of Incorporation or Organization Allegro Coffee Company Colorado Bowie Strategic Investments, Inc. Delaware Fresh & Wild Holding Limited England and Wales Fresh & Wild Limited * England and Wales Mrs. Gooch’s Natural Food Markets, Inc. * California Nature’s Heartland, Inc. Ma

AMENDMENT NO. 3 CREDIT AGREEMENT

Exhibit 10.17 AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2016 (the “Amendment No. 3 Effective Date”), is entered into by and among Whole Foods Market, Inc., as the Borrower, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms used but n

SUBSIDIARIES OF WHOLE FOODS MARKET, INC.

EX-21.1 5 wfm10k2016ex211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF WHOLE FOODS MARKET, INC. Name State or Jurisdiction of Incorporation or Organization Allegro Coffee Company Colorado Bowie Strategic Investments, Inc. Delaware Fresh & Wild Holding Limited England and Wales Fresh & Wild Limited * England and Wales Mrs. Gooch’s Natural Food Markets, Inc. * California Nature’s Heartland, Inc. Ma

WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT

EX-10.10 2 wfm10k2016ex1010.htm EXHIBIT 10.10 Exhibit 10.10 WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT RECITALS A. Whole Foods Market, Inc. (the “Company”) has adopted the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) for the purpose of attracting and retaining the services of selected Team Members, Directors, and Consultants who contribute to the Com

September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 Earnings: Income before income taxes $ 827 $ 878 $ 946 $ 752 $ 552 Rent expense 477 441 407 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense

Exhibit 12.1 Whole Foods Market, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 Earnings: Income before income taxes $ 827 $ 878 $ 946 $ 752 $ 552 Rent expense 477 441 407 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense 159 147 136 125 118 Interest

September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 Earnings: Income before income taxes $ 827 $ 878 $ 946 $ 752 $ 552 Rent expense 477 441 407 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense

Exhibit 12.1 Whole Foods Market, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 Earnings: Income before income taxes $ 827 $ 878 $ 946 $ 752 $ 552 Rent expense 477 441 407 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense 159 147 136 125 118 Interest

AMENDMENT NO. 3 CREDIT AGREEMENT

Exhibit 10.17 AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2016 (the “Amendment No. 3 Effective Date”), is entered into by and among Whole Foods Market, Inc., as the Borrower, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms used but n

September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 Earnings: Income before income taxes $ 827 $ 878 $ 946 $ 752 $ 552 Rent expense 477 441 407 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense

Exhibit 12.1 Whole Foods Market, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) September 25, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 Earnings: Income before income taxes $ 827 $ 878 $ 946 $ 752 $ 552 Rent expense 477 441 407 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 One-third of rent expense 159 147 136 125 118 Interest

AMENDMENT NO. 3 CREDIT AGREEMENT

Exhibit 10.17 AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2016 (the “Amendment No. 3 Effective Date”), is entered into by and among Whole Foods Market, Inc., as the Borrower, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms used but n

SUBSIDIARIES OF WHOLE FOODS MARKET, INC.

EX-21.1 5 wfm10k2016ex211.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF WHOLE FOODS MARKET, INC. Name State or Jurisdiction of Incorporation or Organization Allegro Coffee Company Colorado Bowie Strategic Investments, Inc. Delaware Fresh & Wild Holding Limited England and Wales Fresh & Wild Limited * England and Wales Mrs. Gooch’s Natural Food Markets, Inc. * California Nature’s Heartland, Inc. Ma

WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT

EX-10.10 2 wfm10k2016ex1010.htm EXHIBIT 10.10 Exhibit 10.10 WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT RECITALS A. Whole Foods Market, Inc. (the “Company”) has adopted the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”) for the purpose of attracting and retaining the services of selected Team Members, Directors, and Consultants who contribute to the Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 f8k110216.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2016 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas (State of incorporation) 0-19797 (Commission File N

Whole Foods Market Announces Changes to Leadership; Eliminates Co-CEO Structure; Appoints John Mackey CEO Adds new member to the Board of Directors

EX-99.2 5 exh992.htm EXHIBIT 99.2 EXHIBIT 99.2 Whole Foods Market Announces Changes to Leadership; Eliminates Co-CEO Structure; Appoints John Mackey CEO Adds new member to the Board of Directors AUSTIN, Texas, Nov. 02, 2016 (GLOBE NEWSWIRE) - The Board of Directors of Whole Foods Market (NASDAQ:WFM) today announced changes to the leadership structure, including transitioning from co-Chief Executiv

Whole Foods Market Reports Fourth Quarter and Fiscal Year 2016 Results Company Produces Record Sales of $3.5 Billion and Delivers EPS of $0.28; Increases Quarterly Dividend and Provides Targets for Fiscal Year 2017

EX-99.1 4 exh991.htm EXHIBIT 99.1 EXHIBIT 99.1 Whole Foods Market Reports Fourth Quarter and Fiscal Year 2016 Results Company Produces Record Sales of $3.5 Billion and Delivers EPS of $0.28; Increases Quarterly Dividend and Provides Targets for Fiscal Year 2017 AUSTIN, Texas, Nov. 02, 2016 (GLOBE NEWSWIRE) - Whole Foods Market, Inc. (NASDAQ:WFM) today reported results for the 12-week fourth quarte

Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement

EXHIBIT 10.2 Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement This Amendment (this ?Amendment?) is made and entered into as of November 2, 2016, by and between Whole Foods Market Services, Inc., a Delaware corporation (the ?Employer?), and Walter E. Robb, IV (the ?Covered Executive?). WHEREAS, the Employer and the Covered Executive have entered into the W

Separation, Advisory, AND NONCOMPETition Agreement

EX-10.1 2 exh101.htm EXHIBIT 10.1 EXHIBIT 10.1 Separation, Advisory, AND NONCOMPETition Agreement THIS SEPARATION, ADVISORY, AND NONCOMPETITION AGREEMENT (this “Agreement”), dated as of November 2, 2016, is entered into by and between Whole Foods Market, Inc., a Texas corporation (the “Company”), and Walter E. Robb, IV (“Robb”). WHEREAS, Robb currently serves as (a) Co-Chief Executive Officer of t

Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement

EXHIBIT 10.2 Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement This Amendment (this ?Amendment?) is made and entered into as of November 2, 2016, by and between Whole Foods Market Services, Inc., a Delaware corporation (the ?Employer?), and Walter E. Robb, IV (the ?Covered Executive?). WHEREAS, the Employer and the Covered Executive have entered into the W

Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement

EXHIBIT 10.2 Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement This Amendment (this ?Amendment?) is made and entered into as of November 2, 2016, by and between Whole Foods Market Services, Inc., a Delaware corporation (the ?Employer?), and Walter E. Robb, IV (the ?Covered Executive?). WHEREAS, the Employer and the Covered Executive have entered into the W

Separation, Advisory, AND NONCOMPETition Agreement

EX-10.1 2 exh101.htm EXHIBIT 10.1 EXHIBIT 10.1 Separation, Advisory, AND NONCOMPETition Agreement THIS SEPARATION, ADVISORY, AND NONCOMPETITION AGREEMENT (this “Agreement”), dated as of November 2, 2016, is entered into by and between Whole Foods Market, Inc., a Texas corporation (the “Company”), and Walter E. Robb, IV (“Robb”). WHEREAS, Robb currently serves as (a) Co-Chief Executive Officer of t

Separation, Advisory, AND NONCOMPETition Agreement

EX-10.1 2 exh101.htm EXHIBIT 10.1 EXHIBIT 10.1 Separation, Advisory, AND NONCOMPETition Agreement THIS SEPARATION, ADVISORY, AND NONCOMPETITION AGREEMENT (this “Agreement”), dated as of November 2, 2016, is entered into by and between Whole Foods Market, Inc., a Texas corporation (the “Company”), and Walter E. Robb, IV (“Robb”). WHEREAS, Robb currently serves as (a) Co-Chief Executive Officer of t

Separation, Advisory, AND NONCOMPETition Agreement

EX-10.1 2 exh101.htm EXHIBIT 10.1 EXHIBIT 10.1 Separation, Advisory, AND NONCOMPETition Agreement THIS SEPARATION, ADVISORY, AND NONCOMPETITION AGREEMENT (this “Agreement”), dated as of November 2, 2016, is entered into by and between Whole Foods Market, Inc., a Texas corporation (the “Company”), and Walter E. Robb, IV (“Robb”). WHEREAS, Robb currently serves as (a) Co-Chief Executive Officer of t

Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement

EXHIBIT 10.2 Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement This Amendment (this ?Amendment?) is made and entered into as of November 2, 2016, by and between Whole Foods Market Services, Inc., a Delaware corporation (the ?Employer?), and Walter E. Robb, IV (the ?Covered Executive?). WHEREAS, the Employer and the Covered Executive have entered into the W

Whole Foods Market, Inc. OFFER TO EXCHANGE 5.200% SENIOR NOTES DUE 2025 FOR REGISTERED 5.200% SENIOR NOTES DUE 2025 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 2016, UNLESS EXTENDED.

Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements Filed Pursuant to Rule 424(b)(3) Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2016 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 000-19797 74-1989366 (State or other jurisdiction of incorporation) (Commissio

Whole Foods Market ESP

CORRESP 1 filename1.htm Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78709 September 21, 2016 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Attention: Mara L. Ransom Re: Whole Foods Market, Inc. (the “Company”) Registration Statement on Form S-4 Filed on September 9, 2016 File No. 333-213568 Dear Ms. Ransom:

LETTER

Mail Stop 3561 September 19, 2016 Ms. Glenda Flanagan Chief Financial Officer Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Re: Whole Foods Market, Inc. Registration Statement on Form S-4 Filed September 9, 2016 File No. 333-213568 Dear Ms. Flanagan: This is to advise you that we have not reviewed and will not review your registration statement. We urge all persons who are responsi

Amended and Restated Indenture, dated as of September 8, 2016, between Whole Foods Market, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Whole Foods Market, Inc.’s Current Report on Form 8-K, filed September 9, 2016).

EX-4.1 2 a16-180801ex4d1.htm EX-4.1 Exhibit 4.1 WHOLE FOODS MARKET, INC., as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee AMENDED AND RESTATED INDENTURE Dated as of September 8, 2016 CROSS-REFERENCE TABLE Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended: Trust Indenture Act Section Indenture Section 310(a)(1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2016 WHOLE FOODS MARKET, INC. (Exact name of registrant as specified in its charter) Texas 000-19797 74-1989366 (State or other jurisdiction of incorporation) (Commission

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET IP, L.P. A DELAWARE LIMITED PARTNERSHIP MAY 15, 2004

Exhibit 3.34 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET IP, L.P. A DELAWARE LIMITED PARTNERSHIP MAY 15, 2004 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET IP, L.P. A DELAWARE LIMITED PARTNERSHIP TABLE OF CONTENTS ARTICLE 1 THE PARTNERSHIP 1 Section 1.1. Formation 1 Section 1.2. Partnership Name 1 Section 1.3. Purpose 1 Section 1.4. Pri

RESOLVED FURTHER, that any officer appointments by the Board prior hereto in conflict with Article IV, Section 1 of the Amended Bylaws as in effect prior hereto shall be, and hereby are, ratified and confirmed by the Board, notwithstanding any such c

Exhibit 3.5 Excerpt from Written Consent of the Board of Directors Amending Bylaws of Mrs. Gooch?s Natural Food Markets, Inc., a California corporation May 11, 1993 2. Amendment of Bylaws. WHEREAS, Section 2 of Article IX of the Amended Bylaws of the Corporation gives the Board power to amend the Amended Bylaws; WHEREAS, upon the effectiveness of the foregoing amendment to the Articles of Incorpor

Forty Weeks Ended

Exhibit 12.1 Whole Foods Market, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) Forty Weeks Ended Year Ended July 3, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 September 25, 2011 Earnings: Income before income taxes $ 680 $ 878 $ 946 $ 894 $ 752 $ 552 Rent expense 364 441 407 374 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 x

State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: “WHOLE FOODS MARKET MID-A

Exhibit 3.28 State of Delaware PAGE 1 Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: ?WHOLE FOODS MARKET MID-ATLANTIC, INC.?, A DELAWARE CORPORATION, WITH AND INTO ?FRESH FIELDS MARKETS, INC.? UNDER THE NAME OF ?WHOLE FOODS MARKET MID-ATLANTIC, IN

RESOLVED FURTHER, that any officer appointments by the Board prior hereto in conflict with Article IV, Section 1 of the Amended Bylaws as in effect prior hereto shall be, and hereby are, ratified and confirmed by the Board, notwithstanding any such c

Exhibit 3.5 Excerpt from Written Consent of the Board of Directors Amending Bylaws of Mrs. Gooch?s Natural Food Markets, Inc., a California corporation May 11, 1993 2. Amendment of Bylaws. WHEREAS, Section 2 of Article IX of the Amended Bylaws of the Corporation gives the Board power to amend the Amended Bylaws; WHEREAS, upon the effectiveness of the foregoing amendment to the Articles of Incorpor

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS LED 09:00 AM 10/02/2001 010488708 - 3442035 CERTIFICATE OF INCORPORATION OF WFM IP INVESTMENTS, INC 1. The name of the Corporation is WFM IP Investments, Inc. 2. The address of the Corpora

Exhibit 3.8 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS LED 09:00 AM 10/02/2001 010488708 - 3442035 CERTIFICATE OF INCORPORATION OF WFM IP INVESTMENTS, INC 1. The name of the Corporation is WFM IP Investments, Inc. 2. The address of the Corporation?s registered office in the State of Delaware Dupont Highway, City of Dover, County of Kent. The name of its registered agent at such

OPERATING AGREEMENT OF WFM HAWAII, LLC A Hawaii Limited Liability Company This Operating Agreement (this “Agreement”) of WFM Hawaii, LLC, a Hawaii limited liability company, executed to be effective as of July 11, 2007, is adopted, executed and agree

Exhibit 3.7 OPERATING AGREEMENT OF WFM HAWAII, LLC A Hawaii Limited Liability Company This Operating Agreement (this ?Agreement?) of WFM Hawaii, LLC, a Hawaii limited liability company, executed to be effective as of July 11, 2007, is adopted, executed and agreed to by the sole Member (as defined below). 1. Formation. WFM Hawaii, LLC (the ?Company?) has been organized as a Hawaii limited liability

As filed with the Securities and Exchange Commission on September 9, 2016

Use these links to rapidly review the document TABLE OF CONTENTS Index to Consolidated Financial Statements Table of Contents As filed with the Securities and Exchange Commission on September 9, 2016 Registration No.

CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE ***** WFM IP Investments, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: That the registered

Exhibit 3.9 CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE ***** WFM IP Investments, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street in the City of Wilmin

FILED 07/11/2007 11:37 AM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 335 Merchant Street Mailing Address: P.O. Box 4

Exhibit 3.6 FILED 07/11/2007 11:37 AM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 335 Merchant Street Mailing Address: P.O. Box 40, Honolulu, Hawaii 98810 Phone No. (808) 586-2727 FORM LLC-1 1/2007 ARTICLES OF ORGANIZATION FOR LIMITED LIABILITY COMPANY [ILLEGIBLE] PL

TABLE OF CONTENTS Page ARTICLE ONE: OFFICES 1 1.1 Registered Office and Agent 1 1.2 Other Offices 1 ARTICLE TWO: MEETINGS OF STOCKHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meeting 1 2.3 Place of Meetings 2 2.4 Notice 2 2.5 Voting List 2 2.6 Quorum 2

Exhibit 3.36 Doc 35 Exhibit 3.36 BYLAWS OF WHOLE FOODS MARKET PACIFIC NORTHWEST, INC. A Delaware Corporation Whole Foods Market Pacific Northwest Inc Bylaws 20041215.doc TABLE OF CONTENTS Page ARTICLE ONE: OFFICES 1 1.1 Registered Office and Agent 1 1.2 Other Offices 1 ARTICLE TWO: MEETINGS OF STOCKHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meeting 1 2.3 Place of Meetings 2 2.4 Notice 2 2.5 Voting

Doc 22 State of California OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this

Exhibit 3.24 Doc 22 State of California OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and af

Offer to Exchange 5.200% Senior Notes due 2025 For Registered 5.200% Senior Notes due 2025 of Whole Foods Market, Inc.

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.4 Offer to Exchange 5.200% Senior Notes due 2025 For Registered 5.200% Senior Notes due 2025 of Whole Foods Market, Inc. To Our Clients: Enclosed is a Prospectus, dated , 2016 of Whole Foods Market, Inc., a Texas corporation (the "Company"), and each of the subsidiaries of the Company listed on Schedule I hereto (collecti

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER OF “WHOLE FOODS MARKET GROUP, INC.”, FILED IN THIS OFFICE ON

Exhibit 3.31 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER OF ?WHOLE FOODS MARKET GROUP, INC.?, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF FEBRUARY, A.D. 1997, AT 9 O?CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “WFM NEVADA, INC.”, FILED IN THIS OFF

Exhibit 3.18 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF ?WFM NEVADA, INC.?, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF APRIL, A.D. 2003, AT 8:17 O?CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE

Forty Weeks Ended

Exhibit 12.1 Whole Foods Market, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) Forty Weeks Ended Year Ended July 3, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 September 25, 2011 Earnings: Income before income taxes $ 680 $ 878 $ 946 $ 894 $ 752 $ 552 Rent expense 364 441 407 374 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 x

BYLAWS OF WFM IP INVESTMENTS, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise change

Exhibit 3.10 BYLAWS OF WFM IP INVESTMENTS, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by action of the Board of Directors. Section 1.2. Other Offices. The Corporation may have offices at such other place or places as from

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WFM NEVADA, INC.”, CHANGING ITS NAME FROM “WFM NEVADA

Exhibit 3.19 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?WFM NEVADA, INC.?, CHANGING ITS NAME FROM ?WFM NEVADA, INC.? TO ?WFM SOUTHERN NEVADA, INC.?, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF MARCH, A.D. 2005, AT 11 O?CLOCK A.M. A FILED COPY OF

BYLAWS OF WFM NEVADA, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by act

Exhibit 3.20 BYLAWS OF WFM NEVADA, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by action of the Board of Directors. Section 1.2. Other Offices. The Corporation may have offices at such other place or places as from time to

Limited Liability Company Articles of Organization The name of the Limited Liability Company: WFM Kansas, LLC File date: 01/19/2015 File time: 17:05:13 Business Entity ID Number: 7859572 Registered Office in Kansas: • 112 SW 7th Street • Suite 3C • T

Exhibit 3.11 Doc 9 Exhibit 3.10 KRIS W.KOBACH Memorial Hall, 1st Floor Secretary of State 120 S.W. 10th Avenue Topeka, KS 66612-1594 (785) 296-4564 State of Kansas Limited Liability Company Articles of Organization Date: 01/19/2015 RE: WFM Kansas, LLC Business Entity ID Number: 7859572 Dear Business Customer: Congratulations on filing the Limited Liability Company Articles of Organization. Your bu

AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET SOUTHWEST, L.P. FILED In the Office of the Secretary of State of Texas DEC 22 2004 Corporations Section The undersigned limited partnership (the “Partnership”), presently h

Exhibit 3.37 Doc 36 Exhibit 3.37 Corporations Section Geoffrey S. Connor P.O.Box 13697 Secretary of State Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF Whole Foods Market Rocky Mountain/Southwest, L.P. 8008910 [formerly: WHOLE FOODS MARKET SOUTHWEST, L.P.] The undersigned, as Secretary of State of Texas, hereby certifies that an amended and restated to the cert

RESOLVED FURTHER, that any officer appointments by the Board prior hereto in conflict with Article IV, Section 1 of the Amended Bylaws as in effect prior hereto shall be, and hereby are, ratified and confirmed by the Board, notwithstanding any such c

Exhibit 3.5 Excerpt from Written Consent of the Board of Directors Amending Bylaws of Mrs. Gooch?s Natural Food Markets, Inc., a California corporation May 11, 1993 2. Amendment of Bylaws. WHEREAS, Section 2 of Article IX of the Amended Bylaws of the Corporation gives the Board power to amend the Amended Bylaws; WHEREAS, upon the effectiveness of the foregoing amendment to the Articles of Incorpor

NOTICE OF GUARANTEED DELIVERY For Tender of 5.200% Senior Notes due 2025 of Whole Foods Market, Inc.

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY For Tender of 5.200% Senior Notes due 2025 of Whole Foods Market, Inc. This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company's (as defined below) 5.200% Senior Notes due 2025

AMENDED AND RESTATED BY-LAWS OF WILD OATS MARKETS, INC. (a Delaware corporation) As adopted by the Board of Directors August 19, 1996

Exhibit 3.23 AMENDED AND RESTATED BY-LAWS OF WILD OATS MARKETS, INC. (a Delaware corporation) As adopted by the Board of Directors August 19, 1996 TABLE OF CONTENTS PAGE ARTICLE I OFFICES SECTION 1 REGISTERED OFFICE 1 SECTION 2 OTHER OFFICES 1 ARTICLE II CORPORATE SEAL 1 SECTION 3 CORPORATE SEAL 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 SECTION 4 OF MEETINGS 1 SECTION 5 ANNUAL MEETING 2 SECTION 6 SPE

State of Delaware Secretary of State Division of Corporations Delivered 11:30 AM 03/15/2005 FILED 11:30 AM 03/15/2005 SRV 050214696 - 3940161 FILE CERTIFICATE OF INCORPORATION OF WFM NORTHERN NEVADA, INC. I, the undersigned natural person acting as a

Exhibit 3.15 Doc 13 Exhibit 3.14 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?WFM NORTHERN NEVADA, INC. ?, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF MARCH, A.D. 2005, AT 11:30 O?CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED

BYLAWS OF WFM IP INVESTMENTS, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise change

Exhibit 3.10 BYLAWS OF WFM IP INVESTMENTS, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by action of the Board of Directors. Section 1.2. Other Offices. The Corporation may have offices at such other place or places as from

Forty Weeks Ended

Exhibit 12.1 Whole Foods Market, Inc. Computation of Ratio of Earnings to Fixed Charges (In millions, except ratio data) Forty Weeks Ended Year Ended July 3, 2016 September 27, 2015 September 28, 2014 September 29, 2013 September 30, 2012 September 25, 2011 Earnings: Income before income taxes $ 680 $ 878 $ 946 $ 894 $ 752 $ 552 Rent expense 364 441 407 374 353 322 x 1/3 x 1/3 x 1/3 x 1/3 x 1/3 x

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “WHOLE FOODS MARKET GROUP, INC.”, FIL

Exhibit 3.30 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF ?WHOLE FOODS MARKET GROUP, INC.?, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JANUARY, A.D. 2002, AT 1:30 O?CLOCK P.M. Harriet Smith Windsor Harriet Smith Windsor, Secretar

BYLAWS OF WFM IP INVESTMENTS, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise change

Exhibit 3.10 BYLAWS OF WFM IP INVESTMENTS, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by action of the Board of Directors. Section 1.2. Other Offices. The Corporation may have offices at such other place or places as from

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET SOUTHWEST, L.P. A TEXAS LIMITED PARTNERSHIP APRIL 1, 2004

Exhibit 3.38 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET SOUTHWEST, L.P. A TEXAS LIMITED PARTNERSHIP APRIL 1, 2004 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET SOUTHWEST, L.P. A TEXAS LIMITED PARTNERSHIP TABLE OF CONTENTS ARTICLE 1 THE PARTNERSHIP 1 Section 1.1. Formation 1 Section 1.2. Partnership Name 1 Section 1.3. Purpose 1 Section

FILED 07/11/2007 11:37 AM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 335 Merchant Street Mailing Address: P.O. Box 4

Exhibit 3.6 FILED 07/11/2007 11:37 AM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 335 Merchant Street Mailing Address: P.O. Box 40, Honolulu, Hawaii 98810 Phone No. (808) 586-2727 FORM LLC-1 1/2007 ARTICLES OF ORGANIZATION FOR LIMITED LIABILITY COMPANY [ILLEGIBLE] PL

BY-LAWS OF WHOLE FOODS MID-ATLANTIC, INC. (a Delaware corporation)

EX-3.32 31 a2229372zex-332.htm EX-3.32 Exhibit 3.32 BY-LAWS OF WHOLE FOODS MID-ATLANTIC, INC. (a Delaware corporation) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other place or places, both within and with

A432035 State of California OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this

Exhibit 3.3 A432035 State of California OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and af

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET SOUTHWEST, L.P. A TEXAS LIMITED PARTNERSHIP APRIL 1, 2004

Exhibit 3.38 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET SOUTHWEST, L.P. A TEXAS LIMITED PARTNERSHIP APRIL 1, 2004 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET SOUTHWEST, L.P. A TEXAS LIMITED PARTNERSHIP TABLE OF CONTENTS ARTICLE 1 THE PARTNERSHIP 1 Section 1.1. Formation 1 Section 1.2. Partnership Name 1 Section 1.3. Purpose 1 Section

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION “WHOLE FOODS MARKET IP, INC.” TO A DELAWARE LIMITED PARTNERSHIP OF “W

Exhibit 3.33 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION ?WHOLE FOODS MARKET IP, INC.? TO A DELAWARE LIMITED PARTNERSHIP OF ?WHOLE FOODS MARKET IP, L.P.?, WAS FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JANUARY, A.D. 2002, AT 11 O?CLOCK A.M. [ILLEGIBLE] Harriet

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WFM NEVADA, INC.”, CHANGING ITS NAME FROM “WFM NEVADA

Exhibit 3.19 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?WFM NEVADA, INC.?, CHANGING ITS NAME FROM ?WFM NEVADA, INC.? TO ?WFM SOUTHERN NEVADA, INC.?, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF MARCH, A.D. 2005, AT 11 O?CLOCK A.M. A FILED COPY OF

CERTIFICATE OF INCORPORATION OF WHOLE FOODS MARKET SERVICES, INC. 1. The name of the Corporation is: Whole Foods Market Services, Inc, 2. The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, C

Exhibit 3.39 Doc 38 Exhibit 3.39 PAGE 1 State of Delaware Office of the Secretary of State I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?WHOLE FOODS MARKET SERVICES, INC.?, FILED IN THIS, OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 1994 AT 12 O?CLOCK P.M. A CERTIFIED COPY OF THIS

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WILD OATS MARKETS, INC.” AS RECEIVED AND FILED IN THIS OFFI

Exhibit 3.21 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WILD OATS MARKETS, INC.” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF INCORPORATION, FILED THE THIRTY-FIRST DAY OF MAY, A.D. 1996, AT 9 O’CLOCK

State of Delaware Secretary of State Division of Corporations Delivered 02:12 PM 08/23/2013 FILED 01:41 PM 08/23/2013 SRV 131020405 - 5388144 FILE CERTIFICATE OF FORMATION OF WFM NEBRASKA, LLC I, the undersigned natural person of the age of 18 years

Exhibit 3.13 Doc 11 Exhibit 3.12 Delaware PAGE 1 The first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF ?WFM NEBRASKA, LLC?, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF AUGUST, A.D. 2013, AT 1:41 O?CLOCK P.M. [ILLEGIBLE] Jeffrey W. Bullock, Secretary of State 5388144 8100 A

INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF WHOLE FOODS MARKET, INC. 5.200% Senior Notes due 2025 (the "original notes")

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.5 INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF WHOLE FOODS MARKET, INC. 5.200% Senior Notes due 2025 (the "original notes") To Registered Holder and/or Participant of the Book-Entry Transfer Facility: The undersigned hereby acknowledges receipt of the Prospectus dated , 2016 (the "

LETTER OF TRANSMITTAL Whole Foods Market, Inc. Offer to Exchange 5.200% Senior Notes due 2025 (CUSIP Nos. 966837AD8 and U96710AA3) For Registered 5.200% Senior Notes due 2025 (CUSIP No. 966837AE6) Pursuant to the Prospectus Dated , 2016

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 LETTER OF TRANSMITTAL Whole Foods Market, Inc. Offer to Exchange 5.200% Senior Notes due 2025 (CUSIP Nos. 966837AD8 and U96710AA3) For Registered 5.200% Senior Notes due 2025 (CUSIP No. 966837AE6) Pursuant to the Prospectus Dated , 2016 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIM

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “WHOLE FOODS MARKET GROUP, INC.”, FIL

Exhibit 3.30 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF ?WHOLE FOODS MARKET GROUP, INC.?, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JANUARY, A.D. 2002, AT 1:30 O?CLOCK P.M. Harriet Smith Windsor Harriet Smith Windsor, Secretar

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET IP, L.P. A DELAWARE LIMITED PARTNERSHIP MAY 15, 2004

Exhibit 3.34 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET IP, L.P. A DELAWARE LIMITED PARTNERSHIP MAY 15, 2004 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHOLE FOODS MARKET IP, L.P. A DELAWARE LIMITED PARTNERSHIP TABLE OF CONTENTS ARTICLE 1 THE PARTNERSHIP 1 Section 1.1. Formation 1 Section 1.2. Partnership Name 1 Section 1.3. Purpose 1 Section 1.4. Pri

BYLAWS OF WFM NEVADA, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by act

Exhibit 3.20 BYLAWS OF WFM NEVADA, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by action of the Board of Directors. Section 1.2. Other Offices. The Corporation may have offices at such other place or places as from time to

OPERATING AGREEMENT WFM NEBRASKA, LLC A Delaware Limited Liability Company

Exhibit 3.14 OPERATING AGREEMENT OF WFM NEBRASKA, LLC A Delaware Limited Liability Company THE INTERESTS IN THE COMPANY GOVERNED BY THIS OPERATING AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO

Doc 22 State of California OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this

Exhibit 3.24 Doc 22 State of California OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and af

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WFM NEVADA, INC.”, CHANGING ITS NAME FROM “WFM NEVADA

Exhibit 3.19 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?WFM NEVADA, INC.?, CHANGING ITS NAME FROM ?WFM NEVADA, INC.? TO ?WFM SOUTHERN NEVADA, INC.?, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF MARCH, A.D. 2005, AT 11 O?CLOCK A.M. A FILED COPY OF

BYLAWS OF WFM NEVADA, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by act

Exhibit 3.20 BYLAWS OF WFM NEVADA, INC. ARTICLE I OFFICES Section 1.1. Principal Office. The principal office of the Corporation in the State of Delaware shall be as set forth in the certificate of incorporation of the Corporation, unless otherwise changed by action of the Board of Directors. Section 1.2. Other Offices. The Corporation may have offices at such other place or places as from time to

SUBSIDIARIES OF WHOLE FOODS MARKET, INC.

Exhibit 21 SUBSIDIARIES OF WHOLE FOODS MARKET, INC. Name State or Jurisdiction of Incorporation or Organization Allegro Coffee Company Colorado Bowie Strategic Investments, Inc. Delaware Fresh & Wild Holding Limited England and Wales Fresh & Wild Limited * England and Wales Mrs. Gooch?s Natural Food Markets, Inc. * California Nature?s Heartland, Inc. Massachusetts The Sourdough, A European Bakery,

BY-LAWS OF WHOLE FOODS MID-ATLANTIC, INC. (a Delaware corporation)

EX-3.32 31 a2229372zex-332.htm EX-3.32 Exhibit 3.32 BY-LAWS OF WHOLE FOODS MID-ATLANTIC, INC. (a Delaware corporation) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other place or places, both within and with

[Letterhead of Case Lombardi & Pettit] September 9, 2016

Exhibit 5.3 [Letterhead of Case Lombardi & Pettit] September 9, 2016 Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Ladies and Gentlemen: RE: Guarantee by WFM Hawaii LLC in connection with the issuances by Whole Foods Market, Inc. of its 5.200% Senior Exchange Notes due 2025 We are issuing this opinion letter in our capacity as special Hawaii legal counsel to WFM Hawaii LLC, a Hawai

TABLE OF CONTENTS Page ARTICLE ONE: OFFICES 1 1.1 Registered Office and Agent 1 1.2 Other Offices 1 ARTICLE TWO: MEETINGS OF STOCKHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meeting 1 2.3 Place of Meetings 2 2.4 Notice 2 2.5 Voting List 2 2.6 Quorum 2

Exhibit 3.36 Doc 35 Exhibit 3.36 BYLAWS OF WHOLE FOODS MARKET PACIFIC NORTHWEST, INC. A Delaware Corporation Whole Foods Market Pacific Northwest Inc Bylaws 20041215.doc TABLE OF CONTENTS Page ARTICLE ONE: OFFICES 1 1.1 Registered Office and Agent 1 1.2 Other Offices 1 ARTICLE TWO: MEETINGS OF STOCKHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meeting 1 2.3 Place of Meetings 2 2.4 Notice 2 2.5 Voting

A432035 State of California OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this

Exhibit 3.3 A432035 State of California OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and af

AMENDED AND RESTATED BY-LAWS OF WILD OATS MARKETS, INC. (a Delaware corporation) As adopted by the Board of Directors August 19, 1996

Exhibit 3.23 AMENDED AND RESTATED BY-LAWS OF WILD OATS MARKETS, INC. (a Delaware corporation) As adopted by the Board of Directors August 19, 1996 TABLE OF CONTENTS PAGE ARTICLE I OFFICES SECTION 1 REGISTERED OFFICE 1 SECTION 2 OTHER OFFICES 1 ARTICLE II CORPORATE SEAL 1 SECTION 3 CORPORATE SEAL 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 SECTION 4 OF MEETINGS 1 SECTION 5 ANNUAL MEETING 2 SECTION 6 SPE

Offer to Exchange 5.200% Senior Notes due 2025 For Registered 5.200% Senior Notes due 2025 of Whole Foods Market, Inc. To Registered Holders and The Depository Trust Company Participants:

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.3 Offer to Exchange 5.200% Senior Notes due 2025 For Registered 5.200% Senior Notes due 2025 of Whole Foods Market, Inc. To Registered Holders and The Depository Trust Company Participants: Enclosed are the materials listed below relating to the offer by Whole Foods Market, Inc., a Texas corporation (the "Company"), to ex

OPERATING AGREEMENT WFM KANSAS, LLC A Kansas Limited Liability Company

Exhibit 3.12 OPERATING AGREEMENT OF WFM KANSAS, LLC A Kansas Limited Liability Company THE INTERESTS IN THE COMPANY GOVERNED BY THIS OPERATING AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE

State of Delaware Secretary of State Division of Corporations Delivered 02:12 PM 08/23/2013 FILED 01:41 PM 08/23/2013 SRV 131020405 - 5388144 FILE CERTIFICATE OF FORMATION OF WFM NEBRASKA, LLC I, the undersigned natural person of the age of 18 years

Exhibit 3.13 Doc 11 Exhibit 3.12 Delaware PAGE 1 The first State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF ?WFM NEBRASKA, LLC?, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF AUGUST, A.D. 2013, AT 1:41 O?CLOCK P.M. [ILLEGIBLE] Jeffrey W. Bullock, Secretary of State 5388144 8100 A

BY-LAWS OF WHOLE FOODS MARKET CALIFORNIA, INC. 5117h 042088

Exhibit 3.26 BY-LAWS OF WHOLE FOODS MARKET CALIFORNIA, INC. 5117h 042088 INDEX Section Page ARTICLE I OFFICES 1.1 Principal Executive Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 2.1 Place of Meetings 1 2.2 Annual Meetings 1 2.3 Special Meetings 2 2.4 Notice of Meetings or Reports 2 2.5 Adjourned Meetings and Notice Thereof 3 2.6 Voting 3 2.7 Quorum 4 2.8 Consent of Absentees 4

[Letterhead of Case Lombardi & Pettit] September 9, 2016

Exhibit 5.3 [Letterhead of Case Lombardi & Pettit] September 9, 2016 Whole Foods Market, Inc. 550 Bowie Street Austin, Texas 78703 Ladies and Gentlemen: RE: Guarantee by WFM Hawaii LLC in connection with the issuances by Whole Foods Market, Inc. of its 5.200% Senior Exchange Notes due 2025 We are issuing this opinion letter in our capacity as special Hawaii legal counsel to WFM Hawaii LLC, a Hawai

Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER OF “WHOLE FOODS MARKET GROUP, INC.”, FILED IN THIS OFFICE ON

Exhibit 3.31 Delaware PAGE 1 The First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER OF ?WHOLE FOODS MARKET GROUP, INC.?, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF FEBRUARY, A.D. 1997, AT 9 O?CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID

[Letterhead of Foulston Siefkin LLP] September 9, 2016

Exhibit 5.4 [Letterhead of Foulston Siefkin LLP] September 9, 2016 Whole Foods Market, Inc. and WFM Kansas LLC 550 Bowie Street Austin, Texas 78703 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as legal counsel to WFM Kansas LLC (the ?Kansas Guarantor?). This opinion letter is being delivered in connection with the proposed registra

State of Delaware Secretary of State Division of Corporations Delivered 01:00 PM 12/15/2004 FILED 01:00 PM 12/15/2004 SRV 040908028 - 3897009 FILE CERTIFICATE OF INCORPORATION OF WHOLE FOODS MARKET PACIFIC NORTHWEST, INC. I, the undersigned natural p

Exhibit 3.35 Doc 34 Exhibit 3.35 Delaware PAGE 1 The first State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?WHOLE FOODS MARKET PACIFIC NORTHWEST, INC.?, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF DECEMBER, A.D. 2004, AT 1 O?CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS

Limited Liability Company Articles of Organization The name of the Limited Liability Company: WFM Kansas, LLC File date: 01/19/2015 File time: 17:05:13 Business Entity ID Number: 7859572 Registered Office in Kansas: • 112 SW 7th Street • Suite 3C • T

Exhibit 3.11 Doc 9 Exhibit 3.10 KRIS W.KOBACH Memorial Hall, 1st Floor Secretary of State 120 S.W. 10th Avenue Topeka, KS 66612-1594 (785) 296-4564 State of Kansas Limited Liability Company Articles of Organization Date: 01/19/2015 RE: WFM Kansas, LLC Business Entity ID Number: 7859572 Dear Business Customer: Congratulations on filing the Limited Liability Company Articles of Organization. Your bu

WHOLE FOODS MARKET CALIFORNIA, INC. WRITTEN CONSENT OF SHAREHOLDER Pursuant to the California Corporations Code and the Bylaws of Whole Foods Market California, Inc. (the “Corporation”), a corporation organized and existing under the laws of the Stat

Exhibit 3.27 WHOLE FOODS MARKET CALIFORNIA, INC. WRITTEN CONSENT OF SHAREHOLDER Pursuant to the California Corporations Code and the Bylaws of Whole Foods Market California, Inc. (the ?Corporation?), a corporation organized and existing under the laws of the State of California, the undersigned, being the sole shareholder of the Corporation, does hereby adopt and consent to the following resolutio