WHOLE FOODS MARKET, INC. (NASDAQ:WFM) Files An 8-K Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition.

On May 10, 2017, the Company issued a press release announcing
its results of operations for its second fiscal quarter ended
April 9, 2017. A copy of the press release is furnished herewith
as Exhibit 99.1.

In addition to reporting financial results in accordance with
generally accepted accounting principles, or GAAP, the Company
provides information regarding Adjusted Diluted Earnings per
Share (EPS), Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA), Adjusted EBITDA, Free Cash Flow, Return on
Invested Capital (ROIC) and Adjusted ROIC in the press release as
additional information about its operating results. These
measures are not in accordance with, or an alternative to, GAAP.
The Companys management believes that these presentations provide
useful information to management, analysts and investors
regarding certain additional financial and business trends
relating to its results of operations and financial condition. In
addition, management uses these measures for reviewing the
financial results of the Company as well as a component of
incentive compensation. The Company defines Adjusted Diluted EPS
as net income plus charges for store and facility closures and
Mr. Robbs separation agreement divided by the weighted average
shares outstanding and potential additional common shares
outstanding. The Company defines Adjusted EBITDA as EBITDA plus
charges for Mr. Robbs separation agreement and store and facility
closures other than the related accelerated depreciation already
included in depreciation and amortization. The Company defines
Free Cash Flow as net cash provided by operating activities less
capital expenditures. The Company defines ROIC as net income less
interest expense, net of tax (ROIC earnings) divided by average
invested capital. Adjustments to ROIC earnings for the Adjusted
ROIC calculation include charges related to Mr. Robbs separation
agreement, store and facility closures and asset impairments as
well as the Q4 2015 restructuring charge. Invested capital
reflects a trailing four-quarter average. The press release
includes a tabular reconciliation of these non-GAAP financial
measures to GAAP Diluted EPS and GAAP net income, which the
Company believes to be the most directly comparable GAAP
financial measures.

The information contained in this Item 2.02, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed
to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. Furthermore, the information
contained in this Item 2.02 or Exhibit 99.1 shall not be deemed
to be incorporated by reference into any registration statement
or other document filed to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such filing.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On May 10, 2017, the Company announced the appointment of Keith
Manbeck, 47, as Executive Vice President and Chief Financial
Officer (CFO), effective on May 17, 2017. Prior to his
appointment, Mr. Manbeck was the Senior Vice President, Digital
Finance, Strategy Management, Business Transformation at Kohls
Department Stores since August 2014. Prior to that, Mr. Manbeck
worked at Nike, from Jun 2012 to August 2014 as the Global Vice
President and CFO of NikeGlobal Retail and prior to that as the
Chief Financial Officer of NikeEuropean Retail.

The Company has entered into an offer letter with Mr. Manbeck,
which provides for a base salary of $700,000, an annual bonus of
$325,000 for the first three years of employment (subject to the
Companys salary cap, as it may be amended from time to time), a
grant of 10,000shares of restricted stock (which will vest in
equal installments on the first four anniversaries of the date of
grant, subject to continued employment), a grant of 20,000
options to purchase shares of the Companys common stock (which
will vest in equal installments on the first four anniversaries
of the date of grant, subject to continued employment), and a
grant of a make-whole cash award of $400,000 related to equity
awards of his former employer that will be forfeited (which award
will vest in three equal installments on the 30th day following
his commencement of employment, and the first and second
anniversaries of his start date, subject, in each case, to
continued employment). The offer also provides that Mr. Manbeck
will receive a signing bonus of $250,000 (which amount must be
repaid on a prorated basis if Mr. Manbeck voluntarily terminates
prior to the second anniversary of his start date and at least
$100,000 of which Mr. Manbeck must invest in the Companys common
stock) and will be reimbursed for temporary housing expenses for
120-days and moving expenses related to his move to Austin,
Texas. Mr. Manbeck will also participate in the Companys
Retention Plan and Non-Compete Arrangement under which he will be
eligible for an aggregate non-compete payment of up to $4million
and certain change of control severance benefits upon a
termination of employment by the Company without cause or by Mr.
Manbeck with good reason, in each case, during the two-year
period following a change of control. The Retention Plan and
Non-Compete Arrangement is described in the Companys definitive
proxy statement filed with the Securities and Exchange Commission
on January4, 2017.

The foregoing description of the offer letter with Mr. Manbeck
does not purport to be complete and is qualified in its entirety
by reference to the full text of the offer letter, which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.

There are no related party transactions between the Company and
Mr. Manbeck that would require disclosure under Item 404(a) of
Regulation S-K. Mr. Manbeck will benefit from the Companys
standard form of indemnification agreement for its directors and
officers. The form of the indemnification agreement was filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on April 16, 2009.

On May 10, 2017, the Company issued a press release announcing
the appointment of Mr. Manbeck as the Executive Vice President
and Chief Financial Officer. A copy of the press release is
attached hereto as Exhibit 99.2 and is incorporated by reference
into this Item 5.02.

Resignation of Directors

On May 10, 2017, each of Dr. John B. Elstrott, Morris Siegel,
Jonathan D. Sokoloff, Dr. Ralph Z. Sorenson and William A.
Tindell, III resigned (the Resignations) from the Board of
Directors of the Company (the Board). None of the Resignations is
the result of any disagreement with the policies, practices or
procedures of the Company.

Appointment of Directors

Effective immediately following the Resignations, on May 10, 2017
the Board appointed Kenneth C. Hicks, Joseph D. Mansueto, Sharon
L. McCollam, Scott F. Powers and Ronald M. Shaich (together, the
New Directors) as members of the Board. The Board has not yet
made determinations regarding the appointment of any of the New
Directors to any committees of the Board.

Each of the New Directors will participate in the standard
compensation plan for non-employee directors, including
eligibility to receive grants of stock options to the Companys
2009 Stock Incentive Plan, as described in the Companys
definitive proxy statement filed with the Securities and Exchange
Commission on January4, 2017 and as such plan may be amended from
time to time.

There is no arrangement or understanding to which any of the New
Directors were elected as directors of the Company, and there are
no related party transactions between the Company and any of the
New Directors that would require disclosure under Item 404(a) of
Regulation S-K.

In addition, each of the New Directors benefits from the Companys
standard form of indemnification agreement for its directors and
officers. As noted above, the form of the indemnification
agreement was filed as Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Securities and Exchange
Commission on April 16, 2009.

The Board also appointed Gabrielle Sulzberger as the new Chair of
the Board and Mary Ellen Coe as the new Chair of the Companys
Nominating Corporate Governance Committee.

On May 10, 2017, the Company issued a press release announcing
the changes in board composition. A copy of the press release is
attached hereto as Exhibit 99.3 and is incorporated by reference
into this Item 5.02.

Item 8.01 Other Events.

On May 10, 2017, the Board announced that the Companys quarterly
dividend would be increased by 29% to $0.18 per share and
authorized a new share repurchase program whereby the Company may
make up to $1.25 billion in stock purchases of outstanding shares
of common stock of the Company (the Common Stock), inclusive of
current remaining authorizations. Under the new share repurchase
program, purchases can be made from time to time using a variety
of methods, which may include open market or other methods of
purchases. The specific timing, price and size of purchases will
depend on prevailing stock prices, general economic and market
conditions, and other considerations. Purchases may be made
through a Rule 10b5-1 plan to pre-determined metrics set forth in
such plan. The Boards authorization of the share repurchase
program does not obligate the Company to acquire any particular
amount of Common Stock, and the program may be suspended or
discontinued at any time.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

About WHOLE FOODS MARKET, INC. (NASDAQ:WFM)

Whole Foods Market, Inc. is engaged in the business of natural and organic foods supermarket. The Company operates approximately 456 stores in the United States, Canada and the United Kingdom. Its stores have an average size of approximately 39,000 square feet, and are supported by its distribution centers, bake house facilities, commissary kitchens, seafood-processing facilities, a produce procurement center, and a specialty coffee and tea procurement and roasting operation, among others. It offers over 30,000 organic stock keeping units (SKUs), covering various areas of its store, including produce, packaged goods, bulk, frozen, dairy, meat, bakery, prepared foods, coffee, tea, beer, wine, cheese, nutritional supplements, vitamins, body care, pet foods and household goods. The Company’s brands include 365 Everyday Value, Allegro Coffee, Whole Foods Market, Whole Paws, and Engine 2 Plant-Strong. It also offers approximately 400 temporary exclusives.

WHOLE FOODS MARKET, INC. (NASDAQ:WFM) Recent Trading Information

WHOLE FOODS MARKET, INC. (NASDAQ:WFM) closed its last trading session down -0.32 at 36.25 with 5,331,457 shares trading hands.