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Whole Foods postpones meeting as regulators prod 'proxy access'

Whole Foods Market has postponed its annual meeting scheduled for March 10, citing uncertainty over how shareholder board nominations would be treated by federal securities regulators.

The Austin, Texas-based retailer said it had planned to file its definitive proxy on Jan. 22 but delayed the filing after Securities and Exchange Commission chairman Mary Jo White said on Jan. 16 that the agency would review its procedures regarding shareholder proposals that “directly conflict” with management proposals.

Whole Foods said that action retracted a Dec. 1 statement by the SEC which would allow the retailer to bypass such a proposal filed by shareholder James McRitchie in October. McRitchie, who runs the corporate governance advocacy site, proposed to allow investors holding a 3% share of stock for three years to nominate board members, calling the Whole Foods’ board “entrenched and stale.”


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The January SEC statement allowing for so-called “proxy access” was applauded by activist investors, who currently can only withhold support for directors but cannot nominate their own candidates. 

In an 8-K form filed Friday, Whole Foods said the meeting postponement “is necessary to ensure the company can meet applicable deadlines and allow the board adequate time to review and evaluate the company’s alternatives.” It said it would set a new date, time and related deadlines after a final decision has been made by the SEC.

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