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CtW Investment Group Calls for Whole Foods Board to Remove Chair and CEO John Mackey
Date:8/25/2009

of personal discipline makes him a liability for Whole Foods Market, Inc. Despite past indications that the board needed to exercise independent oversight of Mr. Mackey and supervise his external communications closely - most notably his postings on the Yahoo! Finance bulletin board, which led to an SEC inquiry - you and your fellow directors failed to take meaningful action to prevent Mr. Mackey's uncompensated brand and reputational risk to our Company.

The board must now recognize that managing reputational risk is central to building shareholder value at Whole Foods and act accordingly. Replacing Mr. Mackey as Chairman and CEO is the critical first step in this process. We first raised questions regarding Mr. Mackey's leadership in a July 25, 2007 letter to you in which we called on the board to immediately remove him as Chairman and determine what additional steps were warranted in response to Mr. Mackey's ill-advised Yahoo! Finance postings. As a result of the board's inaction, Mr. Mackey's indiscretion has continued to place our Company's brand reputation at risk. We therefore call on the board to immediately undertake the following:

  • Immediately remove Mr. Mackey as Chairman of the Board.
  • Establish and disclose to shareholders a clear succession plan so that he can be removed expeditiously from his position as CEO as soon as feasible; the plan should detail how the board intends to ensure that CEO succession is a routine topic of discussion by the board, there is an emphasis on development of internal candidates while remaining open to external candidates, all board members are given exposure to internal candidates, and that there is both a long-term perspective to address expected CEO transition periods and a short-term perspective to address crisis management in the event of death, disability, or an untimely departure of the CEO.
  • Quickly implement a board policy and process fo
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SOURCE CtW Investment Group
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