Whole Foods 2012 Annual Report Download - page 28

18
Dividends
Following is a summary of dividends declared per common share during fiscal years 2012 and 2011 (in thousands, except per
share amounts):
Date of declaration Dividend per
common share Date of record Date of payment Total amount
Fiscal year 2012:
November 2, 2011 $ 0.14 January 13, 2012 January 24, 2012 $ 25,230
March 9, 2012 0.14 April 5, 2012 April 17, 2012 25,614
May 30, 2012 0.14 June 29, 2012 July 10, 2012 25,834
September 6, 2012 (1) 0.14 September 28, 2012 October 9, 2012 25,959
Fiscal year 2011:
December 8, 2010 $ 0.10 January 10, 2011 January 20, 2011 $ 17,348
February 27, 2011 0.10 April 12, 2011 April 22, 2011 17,572
June 7, 2011 0.10 June 24, 2011 July 5, 2011 17,700
September 8, 2011 0.10 September 19, 2011 September 29, 2011 17,827
(1) Dividend accrued at September 30, 2012
On November 7, 2012, the Company’s Board of Directors announced a 43% increase in the Company’s quarterly dividend to
$0.20 per common share, payable on January 29, 2013, to shareholders of record at the close of business on January 18, 2013.
The Company will pay future dividends at the discretion of the Company’s Board of Directors. The continuation of these
payments, the amount of such dividends, and the form in which dividends are paid (cash or stock) depend on many factors,
including the results of operations and the financial condition of the Company. Subject to these qualifications, the Company
currently expects to pay dividends on a quarterly basis.
Treasury Stock
On November 2, 2011, the Company’s Board of Directors authorized a share repurchase program in the amount of $200 million
through November 1, 2013. During fiscal year 2012 the Company repurchased approximately 346,000 shares of the Company’s
common stock on the open market at an average price of $82.69 per share. There were no share repurchases during the fourth
quarter of fiscal year 2012. The total cost of shares held in treasury as of September 30, 2012 was approximately $28.6 million.
On November 15, 2012, the Company’s Board of Directors authorized a new share repurchase program whereby the Company
may repurchase an amount of outstanding shares of common stock of the Company up to an aggregate amount of $300 million
through December 31, 2014. This repurchase program is in addition to, and does not supersede or modify, the Company’s
previously disclosed program to repurchase an amount of outstanding shares of common stock having an aggregate value of up
to $200 million from time to time through November 1, 2013, of which approximately $171.4 million remains available.
Under the repurchase programs, purchases can be made from time to time using a variety of methods, which may include open
market purchases or purchases through a Rule 10b5-1 trading plan, all in accordance with Securities and Exchange Commission
and other applicable legal requirements. The specific timing, price and size of purchases will depend on prevailing stock prices,
general economic and market conditions, and other considerations. The repurchase programs do not obligate the Company to
acquire any particular amount of common stock and may be suspended or discontinued at any time at the Company’s discretion.
Redeemable Preferred Stock
On December 2, 2008, the Company issued 425,000 shares of Series A 8% Redeemable, Convertible Exchangeable Participating
Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) to affiliates of Leonard Green & Partners, L.P., for
approximately $413.1 million, net of approximately $11.9 million in closing and issuance costs. On October 23, 2009, the
Company announced its intent to call all 425,000 outstanding shares of the Series A Preferred Stock for redemption in accordance
with the terms governing such Series A Preferred Stock. Subject to conversion of the Series A Preferred Stock by its holders,
the Company planned to redeem such Series A Preferred Stock on November 27, 2009, at a price per share equal to $1,000 plus
accrued and unpaid dividends. In accordance with the terms governing the Series A Preferred Stock, at any time prior to the
redemption date, the Series A Preferred Stock could be converted to common stock by the holders thereof. On November 26,
2009, the holders of the Company’s Series A Preferred Stock converted all outstanding shares into approximately 29.7 million
shares of Company common stock. The shares of common stock were issued using a transaction exempt from registration
pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. During fiscal year 2010, the Company paid cash dividends
on the Series A Preferred Stock totaling $8.5 million.