Trillium Co-files Shareholder Proposal at Whole Foods Markets

October 14, 2009 — Trillium Asset Management Corporation has joined the union conglomerate Change to Win and Hermes, the British investment company, in filing a binding bylaw proposal at Whole Foods Markets (NASDAQ: WFMI). The bylaw change would mandate that the Chair of the Board of directors be “independent” of the company, which would exclude any current employees such as the current Whole Foods Board Chair and CEO, John Mackey.

Mackey, the founder of Whole Foods, has been a controversial leader. His pseudonymous internet postings denigrating the Wild Oats grocery chain, later acquired by Whole Foods, led the Federal Trade Commission to sue to block the acquisition of Wild Oats in 2007, and triggered an investigation by the Securities and Exchange Commission. He has antagonized many customers and shareholders with his outspoken anti-union views, and his August 2009 op-ed piece in the Wall Street Journal that attacked large-scale healthcare reform provoked a boycott of the chain. The resolution states that having the positions of CEO and Board Chair held by the same person “may not serve the best long-term interests of shareholders,” noting that one of the Board’s duties is to evaluate CEO performance.

The resolution also points out “an urgent need for objective and independent Board evaluation of our Company’s strategic plan, as Whole Foods trailed the S&P 500 and Dow Jones Food Retailers & Wholesalers Index for the three-, four- and five-year periods ending September 21, 2009,” and notes the critical role that Chair plays in shaping the Board’s work.

The entire resolution can be viewed here.