• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year

2

Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place

3

Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster

1

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year

2

Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place

3

Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
LeadershipWhole Foods

Whole Foods faces a whole new ballgame, with shareholders and customers

By
Eleanor Bloxham
Eleanor Bloxham
Down Arrow Button Icon
By
Eleanor Bloxham
Eleanor Bloxham
Down Arrow Button Icon
October 1, 2015, 1:23 PM ET
Inside A Whole Foods Market Inc. Store As Earnings Figures Are Released
Bags of groceries sit at a Whole Foods Market Inc. store in Oakland, California, U.S., on Wednesday, May 6, 2015. Whole Foods Market Inc. released earnings figures following the close of U.S. financial markets today. Photographer: David Paul Morris/Bloomberg via Getty ImagesPhotograph by David Paul Morris — Bloomberg via Getty Images
Add Fortune on Google for similar content.

Whole Foods is one company that may need to start thinking differently about both shareholder and animal rights.

This year, shareholder rights were front and center at many large companies. And proxy access proposals, in particular, dominated the shareholder voting season. Giving shareholders proxy access allows them, under certain conditions, to put board candidates on the company’s ballot. Without this access or a forceful move by investors to unseat current directors, the only board members put on the ballot are those the board recommends. The “drive for Proxy Access, largely as a result of a very high profile campaign by NY City Comptroller Scott Stringer has led to … significant support from the investor community,” Nick Dawson, managing director of Proxy Insight Limited, wrote me in an email.

Given the high percentage of institutional and individual investors that tend to just vote with management, the strength of the support was surprising. But Stringer’s efforts on behalf of the New York City Pension Funds, called the Boardroom Accountability Project, were unprecedented. Building on those efforts, other shareholders also put forward proxy access proposals. On top of that, some companies put forth their own proposals. Other companies just went ahead and adopted the new ballot measures.

But Whole Foods got into hot water this proxy season with investors and the SEC because of their approach to the proxy access issue. Instead of just putting the shareholder proposal on the ballot, the company tried to end run it by suggesting their own, less robust proposal—and then asked the SEC to allow them to drop the shareholder’s version. In the end, Whole Foods bypassed a shareholder vote entirely by simply adopting a form of proxy access which had more stringent conditions than the shareholder proposer, Jim McRitchie had wanted.

 

In response, Whole Foods investor McRitchie has sent a proposal to the grocery chain for shareholders to vote on next year. It is designed to revise Whole Foods’ proxy access bylaw to “meet best practices according to investors.” The proposal would give investors the right to nominate two directors or a quarter of the board, whichever is greater, and place “no limitations on the number of shareholders that can aggregate their shares to achieve the 3% Required Ownership Percentage” to put forward nominations. The proposal also calls for no limits on how often candidates can be proposed and no limits on any compensation arrangements the candidates may have with shareholders.

The Whole Foods proposal is just one example of a new series that will start to come on company ballots next year to improve on the proxy access requirements now on the books. In August, the Council of Institutional Investors issued a paper on the common fixes needed to some of the current proxy access measures adopted by companies. “We will see more of these in a second wave … even though the first wave has just begun,” McRitchie wrote me in an email.

But for Whole Foods shareholders, there’s more than ballot access to be concerned about. The company’s share price has fallen by 46% over the past seven months. And the company faces increasing competition, all while it’s trying to revamp its operations.

Employees and customers likely have their own concerns. Earlier this week, Whole Foods announced that it would be laying off workers. And last week, PETA (People for Ethical Treatment of Animals) sued the company for alleged violations in its five step animal welfare ranking system. “The entire audit process for Whole Foods’ animal welfare standards is a sham,” the lawsuit reads.

With shares tanking, competition rising, employee ranks dwindling, and customers (potentially) defecting, the new proxy access “update” at Whole Foods may have a shot.

Eleanor Bloxham is CEO of The Value Alliance and Corporate Governance Alliance (http://www.thevaluealliance.com), an independent board education and advisory firm she founded in 1999. She has been a regular contributor to Fortune since April 2010 and is the author of two books on corporate governance and valuation, Economic Value Management: Applications and Techniques and Value-led Organizations.

About the Author
By Eleanor Bloxham
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Leadership

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Leadership

Nike’s earning numbers exceeded Wall Street’s expectations. But CEO Elliott Hill’s next test is the World Cup
RetailNike
Nike’s earning numbers exceeded Wall Street’s expectations. But CEO Elliott Hill’s next test is the World Cup
By Mia OsmonbekovJune 30, 2026
11 hours ago
Young worker at desk
SuccessGen Z
Remote-first fintech giant Revolut is making the office compulsory for new Gen Z grads—and they’ll earn flexibility like their peers after one year
By Emma BurleighJune 30, 2026
16 hours ago
Henry Kravis
SuccessCareers
KKR cofounder once impressed Roy Disney with a habit most analysts skipped—it turned a 1-hour meeting into all-day mentorship: ‘I thought I’d died and gone to heaven’
By Preston ForeJune 30, 2026
16 hours ago
Bill Gates (left) and Warren Buffett
SuccessWarren Buffett
Warren Buffett breaks from a ‘lifetime’ pledge to the Gates Foundation as the Epstein fallout deepens
By Sydney LakeJune 30, 2026
17 hours ago
kean
PoliticsElections
New Jersey Republican to reappear in Congress after unexplained 4-month absence
By Mike Catalini and The Associated PressJune 30, 2026
19 hours ago
swiss
EuropeHeat
It’s so hot in Switzerland that yodelers are standing in fountains
By Jez Fielder and The Associated PressJune 30, 2026
19 hours ago

Most Popular

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year
Success
MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year
By Sydney LakeJune 25, 2026
6 days ago
Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place
Success
Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place
By Sydney LakeJune 29, 2026
2 days ago
Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
Success
Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
By Preston ForeJune 27, 2026
4 days ago
'Humanity has chosen to become idiots': This Brown professor switched to take-home exams after a mass shooting and discovered mass cheating
AI
'Humanity has chosen to become idiots': This Brown professor switched to take-home exams after a mass shooting and discovered mass cheating
By Catherina GioinoJune 29, 2026
1 day ago
The U.S. Army is opening military bases to private billions — here's why that changes everything for the next 250 years
Commentary
The U.S. Army is opening military bases to private billions — here's why that changes everything for the next 250 years
By Marc AndersenJune 30, 2026
20 hours ago
The retired college professor fighting a $313 trespassing ticket in Wisconsin thinks he's part of a national struggle
Environment
The retired college professor fighting a $313 trespassing ticket in Wisconsin thinks he's part of a national struggle
By Catherina GioinoJune 28, 2026
3 days ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.