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Whole Foods Shareholders Reject Splitting CEO, Chairman Duties

Shareholders of Austin, Texas-based Whole Foods Market, Inc. rejected a proposal Monday to create separate roles for the chairman and chief executive. The vote is considered a symbolic victory for co-founder John P. Mackey, who holds both positions.

Shareholder advisory firm Proxy Governance Inc. had pushed for a resolution that recommended splitting the roles, but Whole Foods' board of directors had opposed the idea.

Mackey and five others were also re-elected as directors of the organic and natural foods chain with at least 88 percent support, meaning that some shareholders voted to re-elect Mackey but also to separate the top two jobs.

Proxy Governance had endorsed Mackey's re-election, saying the board was doing its job. However, the firm noted that the company's shares fell 13 percent last year and that any continued slide in performance "may demonstrate a need for strategic or governance changes." The advisory firm also said Mackey appeared to be an overly dominant c.e.o. and that the company should bring in an independent chairman to oversee management.

In Mackey's defense, directors said he was "uniquely qualified" to lead the company as both chairman and c.e.o., and had made it stand out from other grocers.

Mackey came under fire last year for using a phony name to post comments on financial Web sites that touted Whole Foods and downgraded Wild Oats Markets, Inc., the natural foods chain that Whole Foods went on to purchase.
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