Readers may recall that last December Whole Foods Market, Inc. had secured the SEC staff’s concurrence in excluding a shareholder access proposal submitted by Jim McRitchie. Then, SEC Chair Mary Jo White directed the staff “to review the rule 14a-8(i)(9) basis for exclusion.”  Taking the hint, the staff reconsidered and wrote Whole Foods that “we express no view concerning whether Whole Foods may exclude the proposal under rule 14a-8(i)(9).”  At the time I bemoaned the pointlessness of the entire exercise.  See The SEC’s Rule 14a-8 Process Just Became Even More Pointlessly Outré.

However, even pointless actions can have real world consequences.  Last Friday, Whole Foods filed a Form 8-K that included the following disclosure:

The Company is announcing today that the Board of Directors (the “Board”) of the Company has decided to postpone the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”), which was originally scheduled to be held at 8:30 a.m. Central Time on March 10, 2015.

The decision to postpone the Annual Meeting follows a statement from the Securities and Exchange Commission (the “SEC”) on January 16, 2015, which retracted a prior statement from December 1, 2014, concerning exclusion of a shareholder proposal on the basis of a conflicting Company proposal. The Company had planned to file its definitive proxy on January 22, 2015, a date which would have ensured all applicable deadlines for the March 10, 2015 Annual Meeting were met and that a quorum was obtained. Given this reversal by the SEC, the postponement of the Annual Meeting is necessary to ensure the Company can meet applicable deadlines and allow the Board adequate time to review and evaluate the Company’s alternatives.

No word on how much the SEC’s reversal has cost the Whole Foods’ stockholders.  This clearly wasn’t the SEC’s finest hour.