WHOLE FOODS MARKET,INC. (NASDAQ:WFM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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WHOLE FOODS MARKET,INC. (NASDAQ:WFM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June30, 2017, Whole Foods Market,Inc. (the “Company”) adopted an amendment (the “Plan Amendment”) to the Whole Foods Executive Retention Plan and Non-Compete Arrangement (the “Plan”), which provides that, if a covered executive under the Plan becomes subject to the excise tax under Sections280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits payable to such covered executive will be reduced such that the excise tax does not apply, unless the covered executive would be better off on an after- tax basis receiving all such payments and benefits.

On July5, 2017, the Company entered into a letter agreement (the “Manbeck Letter Agreement”) with Keith Manbeck, the Company’s Executive Vice President and Chief Financial Officer, which agreement provides that, if Mr.Manbeck becomes subject to the excise tax under Sections280G and 4999 of the Code, the payments and benefits payable to him under his change of control offer letter with the Company will be reduced such that the excise tax does not apply, unless he would be better off on an after- tax basis receiving all such payments and benefits.

The foregoing description of the Plan Amendment and Manbeck Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment and Manbeck Letter Agreement, respectively, which are attached hereto as Exhibits10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

10.2 Letter Agreement, dated as of July5, 2017, by and between Whole Foods Market,Inc. and Keith Manbeck.


WHOLE FOODS MARKET INC Exhibit
EX-10.1 2 a17-16920_1ex10d1.htm EX-10.1 Exhibit 10.1   AMENDMENT TO THE WHOLE FOODS EXECUTIVE RETENTION PLAN AND NON-COMPETE ARRANGEMENT   WHEREAS,…
To view the full exhibit click here

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.