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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 November 21, 2014, the Board of Directors (the "Board") of Wal-Mart Stores, Inc. ("Walmart") appointed Thomas W. Horton as a director of Walmart. Mr. Horton will also serve on the Audit Committee of the Board. There is no arrangement or understanding between
Mr. Horton and any other persons or entities pursuant to which Mr. Horton was appointed as a director.
Upon his appointment to the Board, Mr. Horton became entitled to a prorated portion of the non-management directors’ compensation for the term ending on the date of Walmart’s 2015 Annual Shareholders’ Meeting. The components of Walmart’s non-management director compensation were disclosed in Walmart’s proxy statement dated April 23, 2014 relating to the Annual Shareholders’ Meeting held on June 6, 2014. As part of his non-management director compensation, on November 21, 2014, Mr. Horton received a prorated stock award in the amount of 1,116 shares of Walmart common stock. Mr. Horton will also receive a prorated portion of the $75,000 annual retainer payable to non-management
directors. This annual retainer will be paid quarterly in arrears through the 2015 Annual Shareholders’ Meeting, and Mr. Horton 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 Mr. Horton’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.
