WHOLE FOODS MARKET, INC.
Proposal 1.
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT"), DATED AS OF JUNE 15, 2017, BY AND AMONG AMAZON.COM, INC., WALNUT MERGER SUB, INC. ("MERGER SUB") AND WHOLE FOODS MARKET, INC. (THE "COMPANY"), PURSUANT TO WHICH MERGER SUB WILL MERGE WITH AND INTO THE COMPANY (THE "MERGER"), WITH THE COMPANY SURVIVING THE MERGER.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2.
PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
Caisse vote:
For
Applicable policy or principle:
PR_07_06
Proposal 3.
PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO SET THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK AT 600 MILLION.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 4.
PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO APPROVE THE MERGER AGREEMENT OR IN THE ABSENCE OF A QUORUM.
Caisse vote:
Against
Applicable policy or principle:
PR_03