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o
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o
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o
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o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07.
Submission of Matters to a Vote of Security Holders
The Annual Shareholders' Meeting (the "Meeting") of Wal-Mart Stores, Inc. (the "Company") was held on June 5, 2015 in Fayetteville, Arkansas. As of the close of business on April 10, 2015, the record date for the Meeting, there were 3,225,503,170 shares of the Company's common stock outstanding, with each share entitled to one vote. The holders of 2,991,987,424 shares of the Company's common stock were present in person or represented by proxy at the Meeting. At the Meeting, the Company's shareholders voted on
the matters set forth below.
Election of Directors
The Company's shareholders elected for one-year terms all fifteen persons nominated for election as directors as set forth in the Company's proxy statement dated April 22, 2015. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:
Nominee
For
Against
Abstain
Broker
Non-Votes
Aida M. Alvarez
2,642,539,020
124,868,085
3,073,667
221,506,652
James I. Cash, Jr.
2,614,468,267
152,868,124
3,144,381
221,506,652
Roger
C. Corbett
2,713,918,481
53,424,126
3,138,165
221,506,652
Pamela J. Craig
2,644,018,729
123,359,932
3,102,111
221,506,652
Michael
T. Duke
2,567,986,461
199,366,076
3,128,235
221,506,652
Timothy P. Flynn
2,687,422,999
79,912,255
3,145,518
221,506,652
Thomas
W. Horton
2,691,340,301
75,945,697
3,194,774
221,506,652
Marissa A. Mayer
2,714,761,206
52,631,386
3,088,180
221,506,652
C.
Douglas McMillon
2,715,252,216
52,169,533
3,059,023
221,506,652
Gregory B. Penner
2,712,672,013
54,589,141
3,219,618
221,506,652
Steven
S Reinemund
2,713,680,277
53,677,780
3,122,715
221,506,652
Kevin Y. Systrom
2,716,700,238
50,641,530
3,139,004
221,506,652
Jim
C. Walton
2,713,917,416
53,570,729
2,992,627
221,506,652
S. Robson Walton
2,630,932,998
136,643,871
2,903,903
221,506,652
Linda
S. Wolf
2,741,429,235
23,958,632
5,092,905
221,506,652
Company Proposals
Ratification of Independent Accountants. The Company's shareholders voted upon
and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered accountants for the fiscal year ending January 31, 2016. The votes on this proposal were as follows:
For
Against
Abstain
2,977,487,181
9,628,495
4,871,748
There
were no broker non-votes with respect to this proposal.
Advisory Vote on Executive Compensation. The Company's shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of the Company's named executive officers, as described in the Company's proxy statement dated April 22, 2015. The votes on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
2,658,990,080
105,525,831
5,964,861
221,506,652
Stock Incentive Plan of 2015. The Company's shareholders voted upon and approved the Wal-Mart Stores, Inc. Stock Incentive Plan of 2015. The votes on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
2,735,933,437
29,909,757
4,637,578
221,506,652
2
Shareholder Proposals
The
Company's shareholders voted upon and rejected a shareholder proposal regarding a policy regarding disclosure of recoupment of executive compensation. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
430,139,593
2,334,041,272
6,299,907
221,506,652
The
Company's shareholders voted upon and rejected a shareholder proposal requesting that the Company's governing documents be amended to allow shareholders to make nominations for the Company's board of directors. The votes on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
476,145,749
2,288,116,111
6,218,912
221,506,652
The Company's shareholders voted upon and rejected a shareholder proposal requesting that the Company's board of directors set quantitative goals for reducing greenhouse
gas emissions produced by the international marine shipping of products, and report on such goals. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
45,121,544
2,539,128,162
186,231,066
221,506,652
The
Company's shareholders voted upon and rejected a shareholder proposal requesting an annual report from the Compensation, Nominating and Governance Committee of the Company's board of directors regarding the Company's incentive compensation programs. The votes on this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
243,596,158
2,519,961,541
6,923,073
221,506,652
The Company's shareholders voted upon and rejected a shareholder proposal regarding a policy that the chairman of the Company's board of directors be independent. The votes
on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
447,061,488
2,317,521,983
5,897,301
221,506,652
3
SIGNATURES
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.