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(Address of Principal Executive Offices) (Zip code)
Registrant's
telephone number, including area code
(i479) i273-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $0.10 per share
iWMT
iNYSE
i2.550%
Notes Due 2026
iWMT26
iNYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 31, 2023, Walmart Inc. (the “Company”) held its Annual Shareholders’ Meeting (the “Meeting”). As of the close of business on April 6, 2023, the record date for the Meeting, there were 2,697,346,823 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 2,450,141,005 (90.83%) shares of the
Company’s common stock were present in person or represented by proxy during the Meeting. During 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 eleven persons nominated for election as directors as set forth in the Company’s proxy statement dated April 20, 2023. 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
Cesar Conde
2,212,167,254
22,131,191
4,144,190
211,698,370
Timothy P. Flynn
2,204,027,353
30,304,579
4,110,703
211,698,370
Sarah J. Friar
2,211,796,764
22,729,552
3,916,319
211,698,370
Carla
A. Harris
2,150,262,586
85,515,975
2,664,074
211,698,370
Thomas W. Horton
2,139,071,311
95,955,860
3,415,464
211,698,370
Marissa A. Mayer
2,174,339,438
60,205,120
3,898,077
211,698,370
C.
Douglas McMillon
2,204,646,130
29,702,956
4,093,549
211,698,370
Gregory B. Penner
2,179,335,555
56,202,888
2,904,192
211,698,370
Randall L. Stephenson
2,160,204,237
75,381,250
2,857,148
211,698,370
S.
Robson Walton
2,192,567,986
41,901,870
3,972,779
211,698,370
Steuart L. Walton
2,195,712,997
38,714,095
4,015,543
211,698,370
Company Proposals
Advisory Vote on the Frequency of Future Say-on-Pay Votes.The
Company’s shareholders voted upon a nonbinding, advisory proposal regarding the frequency of future say-on-pay votes, as described in the Company’s proxy statement dated April 20, 2023. The votes on this proposal were as follows:
1 Year
2
Year
3 Years
Abstain
Broker Non-Votes
2,216,964,605
1,914,411
16,817,355
2,746,264
211,698,380
Based on this result and in accordance with the previous recommendation of the Company’s Board
of Directors, the Company will hold a nonbinding, advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of shareholder votes on executive compensation.
Advisory Vote to Approve Named Executive Officer 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 20, 2023. The votes on this proposal were
as follows:
For
Against
Abstain
Broker Non-Votes
1,775,184,578
457,965,148
5,292,909
211,698,370
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, 2024. The votes on this proposal were as follows:
For
Against
Abstain
2,406,282,499
41,417,952
2,440,554
There
were no broker non-votes with respect to this proposal.
Shareholder Proposals
The Company’s shareholders voted upon and rejected a shareholder proposal requesting a policy regarding worker pay in executive compensation. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
96,295,552
2,132,251,898
9,895,185
211,698,370
Next,
the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on human rights due diligence. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
128,677,938
2,097,167,112
12,597,585
211,698,370
Then,
the Company’s shareholders voted upon and rejected a shareholder proposal requesting a racial equity audit. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
405,505,705
1,822,547,487
10,389,443
211,698,370
The
Company’s shareholders then voted upon and rejected a shareholder proposal requesting a racial and gender layoff diversity report. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
32,484,252
2,194,523,406
11,434,977
211,698,370
Next,
the Company’s shareholders voted upon and rejected a shareholder proposal request to require shareholder approval of certain future bylaw amendments. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
127,168,258
2,105,224,665
6,049,712
211,698,370
The
Company’s shareholders then voted upon and rejected a shareholder proposal requesting a report on reproductive rights and data privacy. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
116,994,063
2,098,229,620
23,218,952
211,698,370
Next,
the Company’s shareholders then voted upon and rejected a shareholder proposal requesting a report on Company operations dependent on and vulnerable to China. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
29,319,635
2,193,655,176
15,467,824
211,698,370
The
Company’s shareholders also voted upon and rejected a shareholder proposal requesting a review of workplace safety and violence. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
532,387,119
1,696,106,443
9,949,073
211,698,370
Finally,
and pursuant to the advance notice requirement of the Company’s amended and restated bylaws, the Company’s shareholders voted upon and rejected a shareholder proposal concerning limitations on political contributions made by WALPAC. The votes on this proposal were as follows:
For
Against
Abstain
Broker Non-Votes
1,123
2,238,400,829
0
211,698,370
1
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
