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 28, 2011

WHOLE FOODS MARKET, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(512) 477-4455

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07               Submission of Matters to a Vote of Security Holders

The Company convened its annual meeting of shareholders on February 28, 2011 pursuant to notice duly given.  The matters voted upon at the meeting and the results of such voting are set forth below:

1.             To elect eleven directors to the Board of Directors of the Company to serve one-year terms expiring at the later of the Annual Meeting of Shareholders in 2012 or upon a successor being elected and qualified. All director nominees were duly elected.

2.             To ratify the appointment of Ernst & Young, LLP as independent auditor for the Company for the fiscal year ending September 25, 2011. This proposal was approved.

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3.             To ratify compensation packages granted to named executive officers. This proposal was approved.

4.             To determine the frequency of advisory votes on executive compensation. Of the total votes cast, 53% voted for a say-on-pay vote every year, 39% voted for a say-on-pay vote every two years and 7% voted for a say-on-pay vote every three years.  Based on these results, the Board has determined that the Company will hold an advisory shareholder vote on the compensation of executives every year.

5.             To adopt the shareholder proposal amending the bylaws to permit removal of a director either with or without cause. This proposal was not approved.

6.             To adopt the shareholder proposal requiring the Chairman of the Board of Directors to be an independent director, whenever possible. This proposal was not approved.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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