UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________________

~~SECURITIES~~Form ~~AND EXCHANGE COMMISSION~~8-K_____________________

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event ~~reported~~Reported): ~~June 30~~ July 26, 2017

~~WHOLE~~Whole ~~FOODS~~Foods ~~MARKET~~Market, ~~INC~~ Inc.(Exact Name of Registrant as Specified in Charter)

(Exact name of registrant as specified in its charter)

TEXAS	0-19797	74-1989366
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Texas	0-19797	74-1989366
(State of	(Commission File	(IRS Employer
incorporation)	Number)	Identification Number)

550 Bowie Street, Austin, Texas 78703

(Address of Principal Executive Offices) (Zip Code)

~~550~~(512) ~~Bowie~~477-4455(Registrant's ~~Street~~telephone number, including area code)

Austin, Texas 78703

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~Address~~17 CFR §230.405) or Rule 12b-2 of ~~principal~~the ~~executive~~Securities ~~offices~~Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(~~512~~a) ~~477-4455~~of the Exchange Act. [ ]

~~(Registrant’s~~Item ~~telephone~~2.02. ~~number,~~Results ~~including~~of ~~area~~Operations ~~code)~~and Financial Condition.

~~Check~~On July 26, 2017, the ~~appropriate~~Company ~~box~~issued ifa ~~the~~press ~~Form 8-K~~release ~~filing~~announcing isits ~~intended~~results toof ~~simultaneously~~operations ~~satisfy~~for ~~the~~its ~~filing~~third ~~obligation~~fiscal ofquarter ~~the~~ended ~~registrant~~July ~~under~~2, ~~any~~2017. A copy of the ~~following~~press ~~provisions:~~release is furnished herewith as Exhibit 99.1.

~~¨ Written~~In ~~communications~~addition ~~pursuant~~ to ~~Rule 425~~reporting ~~under~~financial results in accordance with generally accepted accounting principles, or GAAP, the ~~Securities~~Company ~~Act~~provides information regarding Adjusted Diluted Earnings per Share (17“EPS”), ~~CFR~~Earnings ~~230~~Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Free Cash Flow, Return on Invested Capital (“ROIC”) and Adjusted ROIC in the press release as additional information about its operating results.~~425~~ These measures are not in accordance with, or an alternative to, GAAP. The Company’s management believes that these presentations provide useful information to management, analysts and investors regarding certain additional financial and business trends relating to its results of operations and financial condition. In addition, management uses these measures for reviewing the financial results of the Company as well as a component of incentive compensation. The Company defines Adjusted Diluted EPS as net income plus charges for advisory fees, store and facility closures and Mr. Robb’s separation agreement divided by the weighted average shares outstanding and potential additional common shares outstanding. The Company defines Free Cash Flow as net cash provided by operating activities less capital expenditures. The Company defines ROIC as net income less interest expense, net of tax (“ROIC earnings”) divided by average invested capital. Adjustments to ROIC earnings for the Adjusted ROIC calculation include charges related to advisory fees, Mr. Robb’s separation agreement, store and facility closures and asset impairments as well as the Q4 2015 restructuring charge. Invested capital reflects a trailing four-quarter average. The press release includes a tabular reconciliation of these non-GAAP financial measures to GAAP Diluted EPS and GAAP net income, which the Company believes to be the most directly comparable GAAP financial measures.

~~¨ Soliciting~~The ~~material~~information ~~pursuant~~contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to ~~Rule 14a-12~~be ~~under~~“filed” for the purposes of Section 18 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~as amended, or otherwise subject to the liabilities of that Section.~~14a-12)~~ Furthermore, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

~~¨ Pre-commencement~~Item ~~communications~~9.01. ~~pursuant~~Financial toStatements ~~Rule 14d-2(b) under~~and ~~the Exchange Act (17 CFR 240~~Exhibits.~~14d-2(b))~~

~~¨ Pre-commencement communications pursuant to Rule 13e-4~~(cd) ~~under~~ ~~the Exchange Act (17 CFR 240.13e-4c))~~Exhibits

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230~~99.~~405~~1 ofPress ~~this~~release ~~chapter)~~dated orJuly ~~Rule 12b-2~~26, of2017, ~~the~~regarding ~~Securities~~third ~~Exchange~~fiscal ~~Act~~quarter ofresults ~~1934 (§240.12b-2~~ of ~~this chapter)~~operations.

~~Emerging growth company ¨~~SIGNATURE

IfPursuant anto ~~emerging~~the ~~growth~~requirements ~~company,~~of ~~indicate~~the bySecurities ~~check~~Exchange ~~mark~~Act ifof 1934, the registrant has ~~elected~~duly ~~not~~caused tothis ~~use~~report ~~the~~to ~~extended~~be ~~transition~~signed ~~period~~on ~~for~~its ~~complying~~behalf ~~with~~by ~~any~~the ~~new~~undersigned orhereunto ~~revised~~duly ~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~authorized. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

	Whole Foods Market, Inc.


Date: July 26, 2017	By:	/s/ Keith Manbeck
		Keith Manbeck
		Executive Vice President and Chief Financial Officer

On June 30, 2017, Whole Foods Market, Inc. (the “Company”) adopted an amendment (the “Plan Amendment”) to the Whole Foods Executive Retention Plan and Non-Compete Arrangement (the “Plan”), which provides that, if a covered executive under the Plan becomes subject to the excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the payments and benefits payable to such covered executive will be reduced such that the excise tax does not apply, unless the covered executive would be better off on an after- tax basis receiving all such payments and benefits.

On July 5, 2017, the Company entered into a letter agreement (the “Manbeck Letter Agreement”) with Keith Manbeck, the Company’s Executive Vice President and Chief Financial Officer, which agreement provides that, if Mr. Manbeck becomes subject to the excise tax under Sections 280G and 4999 of the Code, the payments and benefits payable to him under his change of control offer letter with the Company will be reduced such that the excise tax does not apply, unless he would be better off on an after- tax basis receiving all such payments and benefits.

The foregoing description of the Plan Amendment and Manbeck Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment and Manbeck Letter Agreement, respectively, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement.

10.2 Letter Agreement, dated as of July 5, 2017, by and between Whole Foods Market, Inc. and Keith Manbeck.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WHOLE FOODS MARKET, INC.
Date: July 5, 2017	By:	/s/ Heather Stern
		Heather Stern
		General Counsel and Global Vice President of Legal Affairs

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