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Emerging growth company ¨
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2018, the Board of Directors (the "Board") of Walmart Inc. ("Walmart") appointed Sarah Friar as a director of Walmart. Ms. Friar will also serve on the Audit Committee and the Strategic Planning and Finance Committee of the Board. There is no arrangement or understanding
between Ms. Friar and any other persons or entities pursuant to which Ms. Friar was appointed as a director.
Upon her appointment to the Board, Ms. Friar became entitled to a prorated portion of the non-management directors’ compensation for the term ending on the date of Walmart’s 2018 Annual Shareholders’ Meeting. The components of Walmart’s non-management director compensation were disclosed in Walmart’s proxy statement dated April 20, 2017 relating to the Annual Shareholders’ Meeting held on June 2, 2017. As part of her non-management director compensation, on February 7, 2018, Ms. Friar received a prorated stock award in the amount of 536 shares of Walmart common stock. Ms. Friar will also receive a prorated portion of the $90,000
annual retainer payable to non-management directors. This annual retainer will be paid quarterly in arrears through the 2018 Annual Shareholders’ Meeting, and Ms. Friar may elect to receive these retainers in cash or Walmart common stock, defer in stock units, defer in an interest bearing account, or receive in any combination thereof.
A copy of the press release announcing Ms. Friar’s appointment to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein.
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.