Compensation Committee Interlocks and Insider Participation
None of the directors who served on the CMDC at any time during fiscal 2022 were officers or associates of Walmart or were former officers or associates of Walmart. Further, none of the members who served on the CMDC at any time during fiscal 2022 had any relationship with our company requiring disclosure under the section of this proxy statement entitled “Fiscal 2022 Review of Related Person Transactions.” Finally, no Executive Officer serves, or in the past fiscal year has served, as a director of, or as a member of the compensation committee (or other board committee performing equivalent functions) of, any entity that has one or more of its executive officers serving as a director of Walmart or as a member of the CMDC.
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EXECUTIVE COMPENSATION TABLES |
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Summary Compensation
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Name and Principal Position (a) | Fiscal Year ended Jan. 31 (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) |
C. Douglas McMillon President and CEO | 2022 | 1,276,892 | 0 | 19,195,007 | 3,816,000 | 1,028,364 | 354,410 | 25,670,673 |
2021 | 1,272,000 | 0 | 15,827,794 | 3,816,000 | 1,375,580 | 282,984 | 22,574,358 |
2020 | 1,276,892 | 0 | 15,709,953 | 3,516,817 | 1,191,597 | 410,091 | 22,105,350 |
M. Brett Biggs Chief Financial Officer | 2022 | 994,345 | 0 | 0 | 1,857,868 | 239,164 | 387,249 | 3,478,626 |
2021 | 934,721 | 0 | 5,795,779 | 1,752,637 | 333,199 | 306,767 | 9,123,103 |
2020 | 915,358 | 0 | 5,752,910 | 1,575,710 | 292,100 | 262,413 | 8,798,491 |
Suresh Kumar Global Chief Technology and Development Officer | 2022 | 1,050,724 | 0 | 13,024,864 | 2,355,377 | 2,491 | 272,903 | 16,706,359 |
2021 | 1,021,154 | 0 | 8,399,795 | 2,297,643 | 0 | 18,389 | 11,736,981 |
2020 | 576,923 | 515,100 | 43,603,360 | 1,181,665 | 0 | 21,603 | 45,898,651 |
John Furner President and CEO, Walmart U.S. | 2022 | 1,088,776 | 0 | 10,573,933 | 2,442,285 | 175,020 | 415,361 | 14,695,375 |
2021 | 944,567 | 0 | 7,724,121 | 2,125,320 | 191,454 | 346,420 | 11,331,882 |
2020 | 847,895 | 0 | 6,712,550 | 1,855,198 | 133,248 | 325,933 | 9,874,824 |
Judith McKenna President and CEO, Walmart International | 2022 | 1,111,008 | 0 | 9,608,229 | 2,490,385 | 258,949 | 431,862 | 13,900,433 |
2021 | 1,088,769 | 0 | 7,241,218 | 2,449,781 | 979,174 | 253,977 | 12,012,919 |
2020 | 1,066,214 | 0 | 7,323,601 | 1,843,658 | 1,682,061 | 290,755 | 12,206,289 |
Kathryn McLay President and CEO, Sam’s Club U.S. | 2022 | 799,575 | 0 | 8,644,893 | 1,792,384 | 6,911 | 286,458 | 11,530,221 |
2021 | 780,000 | 0 | 10,225,189 | 1,755,000 | 3,415 | 194,067 | 12,957,671 |
2020 | 640,409 | 0 | 11,887,177 | 960,741 | 2,479 | 17,901 | 13,508,707 |
Explanation of information in the columns of the table:
Salary (column (c))
Represents salaries earned during the fiscal years shown. Mr. McMillon, Mr. Furner and Mr. Kumar elected to defer $130,000, $52,000, and $260,000 of their fiscal 2022 base salaries, respectively, under the Deferred Compensation Matching Plan.
Bonus (column (d))
The amount in this column for Mr. Kumar for fiscal 2020 represents a sign-on bonus paid at the time of his initial hire.
Stock awards (column (e))
In accordance with SEC rules, the amounts included in this column are the grant date fair value for awards granted in the fiscal years shown, computed in accordance with the stock-based compensation accounting rules that are a part of GAAP (as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718), but excluding the effect of any estimated forfeitures of such awards. The values in this column reflect the full grant date fair value of all equity awards granted during the year, although the awards are subject to vesting periods based on continued employment.
Executive Compensation Tables
The number of performance-based restricted stock units that vest, if any, depends on whether we achieve certain levels of performance with respect to certain performance measures. The grant date fair values of the performance-based restricted stock units included in this column are based on payouts at target, which we have determined, in accordance with the stock-based compensation accounting rules, to be the probable levels of achievement of the performance goals related to those awards. The table below shows the grant date fair value of the performance-based restricted stock units granted to each NEO during fiscal 2022, assuming that: (i) our performance with respect to those performance measures will be at target levels (i.e., probable performance); and (ii) our performance with respect to those performance measures will be at levels that would result in a maximum payout. The grant date fair value of each performance-based restricted stock unit was determined based on the closing price of a Share on the NYSE on the grant date discounted for the expected dividend yield for such Shares during the vesting period:
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Name | Fiscal Year of Grant | Grant Date Fair Value (Probable Performance) ($) | Grant Date Fair Value (Maximum Performance) ($) |
C. Douglas McMillon | 2022 | 16,195,060 | 24,292,590 |
Suresh Kumar | 2022 | 11,024,802 | 15,311,738 |
John Furner | 2022 | 8,573,871 | 12,860,807 |
Judith McKenna | 2022 | 7,883,169 | 11,824,754 |
Kathryn McLay | 2022 | 7,144,847 | 10,717,339 |
Option awards (column (f))
We have omitted this column because we did not grant any option awards to NEOs during fiscal 2022 or any of the other fiscal years covered by this table, and stock options are not currently part of our executive compensation program.
Non-equity incentive plan compensation (column (g))
These amounts represent annual cash incentive payments earned by our NEOs for performance during fiscal 2022, fiscal 2021, and fiscal 2020, respectively, but paid to our NEOs during the following fiscal year. Certain of our NEOs elected to defer a portion of their annual cash incentive payment for fiscal 2022, as follows:
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Name | Amount of Fiscal 2022 Annual Cash Incentive Deferred ($) |
M. Brett Biggs | 175,000 |
John Furner | 2,131,480 |
Judith McKenna | 2,427,047 |
Kathryn McLay | 86,000 |
Change in pension value and nonqualified deferred compensation earnings (column (h))
The amounts shown in this column represent above-market interest credited on deferred compensation under our company’s nonqualified deferred compensation plans, as calculated pursuant to Item 402(c)(2)(viii)(B) of SEC Regulation S-K.
All other compensation (column (i))
“All other compensation” for fiscal 2022 includes the following amounts:
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Name | 401(k) Plan Matching Contributions ($) | Personal Use of Company Aircraft ($) | Company Contributions to Deferred Compensation Plans ($) |
C. Douglas McMillon | 17,400 | 199,911 | 130,000 |
M. Brett Biggs | 17,400 | 212,236 | 153,502 |
Suresh Kumar | 17,400 | 83,090 | 167,660 |
John Furner | 17,400 | 189,752 | 194,208 |
Judith McKenna | 0 | 190,157 | 198,428 |
Kathryn McLay | 0 | 176,151 | 86,000 |
The value shown for personal use of Walmart aircraft is the incremental cost to our company of such use, which is calculated based on the variable operating costs to our company per hour of operation, which includes fuel costs, maintenance, and associated travel costs for the crew. Fixed costs that do not change based on usage, such as pilot salaries, depreciation, insurance, and rent, are not included.
“All other compensation” for fiscal 2022 also includes $19,669 in tax gross-ups and $19,403 in tax preparation services for Ms. McKenna, and $12,961 in tax gross-ups for Ms. McLay, primarily related to their prior expatriate assignments. This column also includes tax gross-ups for certain of our other NEOs in amounts less than $10,000. The amounts in this column for fiscal 2022 also include the cost of term life insurance premiums for each of our NEOs, the cost of physical examinations for certain NEOs, and the cost of tax preparation services for certain NEOs, in each case related to their prior expatriate service for the company. The values of these personal benefits are based on the incremental aggregate cost to our company and are not individually quantified because none of them individually exceed the threshold set forth in Instruction 4 to Item 402(c)(2)(ix) of Regulation S-K.
Executive Compensation Tables
Fiscal 2022 Grants of Plan-Based Awards
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| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Option Awards ($) (l) |
Name | Grant Date | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) |
C. Douglas McMillon | | | 1,350,000 | 3,600,000 | 4,500,000 | | | | | | |
| 1/7/22 | | | | | | 58,665 | 117,330 | 175,995 | | 16,195,060 |
| 1/7/22 | | | | | | | | | 20,705 | 2,999,947 |
M. Brett Biggs | | | 562,500 | 1,500,000 | 1,875,000 | | | | | | |
Suresh Kumar | | | 742,500 | 1,980,000 | 2,475,000 | | | | | | |
| 1/7/22 | | | | | | 31,058 | 62,116 | 93,174 | | 8,573,871 |
| 3/17/21 | | | | | | | 17,718 | 17,718 | | 2,450,931 |
| 1/7/22 | | | | | | | | | 13,804 | 2,000,062 |
John Furner | | | 843,750 | 2,250,000 | 2,812,500 | | | | | | |
| 1/7/22 | | | | | | 31,058 | 62,116 | 93,174 | | 8,573,871 |
| 1/7/22 | | | | | | | | | 13,804 | 2,000,062 |
Judith McKenna | | | 776,250 | 2,070,000 | 2,587,500 | | | | | | |
| 1/7/22 | | | | | | 28,556 | 57,112 | 85,668 | | 7,883,169 |
| 1/7/22 | | | | | | | | | 11,906 | 1,725,060 |
Kathryn McLay | | | 675,000 | 1,800,000 | 2,250,000 | | | | | | |
| 1/7/22 | | | | | | 25,882 | 51,763 | 77,645 | | 7,144,847 |
| 1/7/22 | | | | | | | | | 10,353 | 1,500,046 |
Explanation of information in the columns of the table:
Estimated future payments under non-equity incentive plan awards (columns (c), (d) and (e))
The amounts in these columns represent the threshold, target, and maximum amounts of potential annual cash incentive payments that may be earned by our NEOs under the Management Incentive Plan for performance during fiscal 2023. The performance measures and weightings applicable to these awards for each of our NEOs are as follows:
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Name | Weighting |
C. Douglas McMillon | 75% Total Company Operating Income | | 25% Total Company Sales |
M. Brett Biggs | 75% Total Company Operating Income | | 25% Total Company Sales |
Suresh Kumar | 75% Total Company Operating Income | | 25% Total Company Sales |
John Furner | 25% Total Company Operating Income | | 25% Walmart U.S. Sales |
| 50% Walmart U.S. Operating Income | | |
Judith McKenna | 25% Total Company Operating Income | | 25% International Sales |
| 50% International Operating Income | | |
Kathryn McLay | 25% Total Company Operating Income | | 25% Sam’s Club Sales |
| 50% Sam’s Club Operating Income | | |
On November 29, 2021, Mr. Biggs and Walmart entered into a retirement agreement, pursuant to which Mr. Biggs will continue to serve as the company's CFO until such time as the company appoints a successor CFO, at which time Mr. Biggs would continue to serve as an Executive Officer in a transitional role through January 31, 2023, The retirement agreement provides that Mr. Biggs' fiscal 2023 annual cash incentive will be prorated based on the number of days in fiscal 2023 during which Mr. Biggs serves in the role of CFO. On April 12, 2022, we announced that Mr. Biggs' successor to the role of CFO would be appointed effective June 6, 2022. The CD&A provides additional information regarding our annual cash incentive plan.
Executive Compensation Tables
Estimated future payouts under equity incentive plan awards (columns (f), (g), and (h))
The amounts in these columns represent the threshold, target, and maximum number of Shares that may vest with respect to performance-based restricted stock units granted during fiscal 2022. Holders of performance-based restricted stock units do not earn dividends or enjoy other rights of shareholders until such performance-based restricted stock units have vested. All performance-based restricted stock units granted to our NEOs in fiscal 2022 are scheduled to vest on January 31, 2025, with the number of units vesting determined based on performance during fiscal 2022, with the exception of 17,718 performance-based restricted stock units granted to Mr. Kumar, which are scheduled to vest on January 31, 2023. The vesting of these 17,718 units, which were granted pursuant to the terms of Mr. Kumar's original offer of employment, is based on Mr. Kumar achieving performance goals established by the CMDC on March 17, 2021 related to customer-facing initiatives, customer engagement, supply chain automation, associate-facing technology, and tech stack modernization.
The CD&A provides additional information regarding our performance equity program and the related performance measures. For all other performance-based restricted stock unit grants made in fiscal 2022, the applicable performance measures for fiscal 2023 are: (i) return on investment and (ii) sales growth of our company or one of its operating segments, depending on each NEO’s primary area of responsibility. Each NEO’s performance measure weighting for fiscal 2023 is as follows:
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Name | Weighting |
C. Douglas McMillon | 50% Total Company Return on Investment | 50% Total Company Sales |
M. Brett Biggs | 50% Total Company Return on Investment | 50% Total Company Sales |
Suresh Kumar | 50% Total Company Return on Investment | 50% Total Company Sales |
John Furner | 50% Total Company Return on Investment | 50% Walmart U.S. Sales |
Judith McKenna | 50% Total Company Return on Investment | 50% International Sales |
Kathryn McLay | 50% Total Company Return on Investment | 50% Sam’s Club Sales |
All other stock awards: number of shares of stock or units (column (i))
The amounts in this column represent Shares of restricted stock granted during fiscal 2022. Restricted stock vests based on the continued service of the NEO as an associate through the various vesting dates, generally over a three-year period.
All other option awards: number of securities underlying options and exercise or base price of option awards (columns (j) and (k))
These columns are omitted because options are not currently part of our executive compensation program and Walmart did not grant options to NEOs during fiscal 2022.
Grant date fair value of stock and option awards (column (l))
Fair values of equity awards are computed in accordance with the stock-based compensation accounting rules, and exclude the effect of any estimated forfeitures. The grant date fair values of restricted stock are calculated based on the closing stock price of a Share on the NYSE as of the grant date, and performance-based restricted stock units are based on the probable outcome of those awards on the date of grant. The fair values of performance-based restricted stock units and restricted stock units are discounted for the expected dividend yield during the vesting period. The grant date fair value of the equity awards awarded on January 7, 2022 was determined based on a per-share amount of $144.89, which was the closing price of a Share on the NYSE on that date. Performance-based restricted stock units granted on January 7, 2022 with a vesting period ending January 31, 2025 were valued using a discounted per-share value of $138.03, with the exception of 17,718 performance-based restricted stock units granted to Mr. Kumar with a vesting period ending January 31, 2023, which were valued using a per-share value of $138.33.
Outstanding Equity Awards at Fiscal 2022 Year-End
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| Stock Awards |
Name | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) |
C. Douglas McMillon | 370,849 | 51,848,399 | 175,995 | 24,605,861 |
M. Brett Biggs | 127,924 | 17,885,054 | — | | 0 |
Suresh Kumar | 199,970 | 27,957,806 | 110,892 | 15,503,811 |
John Furner | 173,077 | 24,197,895 | 93,174 | 13,026,657 |
Judith McKenna | 161,709 | 22,608,535 | 85,668 | 11,977,243 |
Kathryn McLay | 154,249 | 21,565,553 | 77,645 | 10,855,547 |
Explanation of information in the columns of the table:
Option awards (columns (b) through (f))
We have omitted these columns because none of our NEOs held any options to purchase Shares or other Walmart securities as of the end of fiscal 2022.
Executive Compensation Tables
Number of shares or units of stock that have not vested (column (g))
The amounts in this column represent Shares of restricted stock with service-based vesting requirements, including performance-based restricted stock units for which the performance conditions have been satisfied, scheduled to vest in amounts and on the dates shown in the following table:
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Vesting Date | C. Douglas McMillon | M. Brett Biggs | Suresh Kumar | John Furner | Judith McKenna | Kathryn McLay |
March 15, 2022 | — | — | — | — | — | 2,533 |
January 3, 2023 | 6,901 | — | 4,601 | 4,601 | 3,968 | 3,451 |
January 17, 2023 | 33,159 | 12,427 | 17,259 | 13,807 | 12,944 | 12,944 |
January 31, 2023 | 162,420 | 65,827 | 86,727 | 69,900 | 66,017 | 66,017 |
January 2, 2024 | 33,107 | 3,021 | 18,241 | 17,150 | 15,733 | 13,681 |
January 31, 2024 | 128,360 | 46,649 | 68,540 | 63,017 | 59,078 | 52,172 |
January 14, 2025 | 6,902 | — | 4,602 | 4,602 | 3,969 | 3,451 |
Pursuant to the terms of his retirement agreement, 6,800 Shares held by Mr. Biggs that were originally scheduled to vest on January 2, 2024 are now scheduled to vest on January 31, 2023. Also pursuant to his retirement agreement, Mr. Biggs will forfeit all Shares listed in the table above with a vesting date after January 31, 2023.
Market value of shares or units of stock that have not vested (column (h))
This column shows the market value of the Shares of restricted stock and restricted stock units in column (g), based on the closing price of a Share on the NYSE on the last trading day of fiscal 2022 ($139.81 on January 31, 2022).
Equity incentive plan awards: number of unearned shares, units, or other rights that have not vested (column (i))
The amounts in this column represent performance-based restricted stock units held by our NEOs, the vesting of which is subject to our company meeting certain performance goals as described in the CD&A and in the notes to the Summary Compensation and Fiscal 2022 Grants of Plan-Based Awards tables. The amounts in this column assume that performance-based restricted stock units will vest at maximum levels. All awards in this column are subject to performance conditions for fiscal 2023. All awards in this column are also subject to service-based vesting requirements through January 31, 2025, with the exception of 17,718 performance-based restricted stock units held by Mr. Kumar that are scheduled to vest on January 31, 2023.
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (column (j))
This column shows the market value of the performance share units in column (i), assuming payouts at maximum levels and based on the closing price of a Share on the NYSE on the last trading day of fiscal 2022 ($139.81 on January 31, 2022).
Fiscal 2022 Option Exercises and Stock Vested
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| Stock Awards |
Name | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) |
C. Douglas McMillon | 180,319 | 25,095,970 |
M. Brett Biggs | 65,980 | 9,185,433 |
Suresh Kumar | 102,709 | 14,352,041 |
John Furner | 85,891 | 11,928,253 |
Judith McKenna | 76,744 | 10,702,893 |
Kathryn McLay | 53,668 | 7,602,787 |
Explanation of information in the columns of the table:
Option awards (columns (b) and (c))
We have omitted these columns because none of our NEOs exercised any options to purchase Walmart securities during fiscal 2022.
Number of shares acquired on vesting (column (d))
Our NEOs did not elect to defer any Shares vested during fiscal 2022.
Value realized on vesting (column (e))
The values in this column equal the number of Shares vested multiplied by the fair market value of a Share, as defined in the Stock Incentive Plan, on the various vesting dates.
Executive Compensation Tables
Fiscal 2022 Nonqualified Deferred Compensation
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Name | Executive Contributions in Last FY ($) (b) | Company Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) |
C. Douglas McMillon | 130,000 | 130,000 | 3,569,517 | 0 | 161,731,741 |
M. Brett Biggs | 175,000 | 153,502 | 801,265 | 821,584 | 36,000,245 |
Suresh Kumar | 260,000 | 167,660 | 4,521 | 0 | 432,180 |
John Furner | 2,183,480 | 194,208 | 337,970 | 118,068 | 12,756,085 |
Judith McKenna | 2,427,047 | 198,428 | 525,142 | 0 | 19,661,612 |
Kathryn McLay | 86,000 | 86,000 | 18,312 | 0 | 908,609 |
Explanation of information in the columns of the table:
Executive contributions in last fy (column (b))
These amounts represent salary and/or cash incentive payments earned for fiscal 2022, the receipt of which was deferred. This includes amounts earned during fiscal 2022 but credited to NEOs’ deferred compensation accounts after the end of fiscal 2022. Salary and cash incentive payments deferred are included in the Summary Compensation table under “Salary” and “Non-Equity Incentive Plan Compensation,” respectively, for fiscal 2022. The following table shows the deferred portion of each NEO’s salary, cash incentive payments, and equity awards that vested in fiscal 2022, and the form of deferral:
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Name | Contributions | Amount ($) |
C. Douglas McMillon | Salary | 130,000 |
| Cash Incentive | 0 |
M. Brett Biggs | Salary | 0 |
| Cash Incentive | 175,000 |
Suresh Kumar | Salary | 260,000 |
| Cash Incentive | 0 |
John Furner | Salary | 52,000 |
| Cash Incentive | 2,131,480 |
Judith McKenna | Salary | 0 |
| Cash Incentive | 2,427,047 |
Kathryn McLay | Salary | 0 |
| Cash Incentive | 86,000 |
Company contributions in last fy (column (c))
The amounts in this column represent matching contributions to the DCMP. The amounts in this column are included in the “All Other Compensation” column of the Summary Compensation Table for fiscal 2022. See “Walmart’s Deferred Compensation Plans” on page 74 for more information on company contributions under these plans.
Aggregate earnings in last fy (column (d))
The amounts in this column represent all interest on ODCP and DCMP account balances, SERP earnings, and dividend equivalents and interest earned on dividend equivalents in equity deferral accounts under the Stock Incentive Plan during fiscal 2022, as shown in the table below. The “above-market” portion of this interest and earnings is included in the fiscal 2022 amounts in the Summary Compensation table under “Change in Pension Value and Nonqualified Deferred Compensation Earnings.”
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Name | ODCP Interest ($) | DCMP Interest ($) | SERP Interest ($) | Dividend Equivalents and Interest ($) |
C. Douglas McMillon | 883,696 | | 561,149 | | 47,609 | | 2,077,063 | |
M. Brett Biggs | 142,953 | | 240,771 | | 8,471 | | 409,070 | |
Suresh Kumar | 0 | 4,521 | | 0 | 0 |
John Furner | 28,936 | | 284,382 | | 2,294 | | 22,358 | |
Judith McKenna | 0 | 465,889 | | 0 | 59,253 | |
Kathryn McLay | 0 | 12,226 | | 0 | 6,086 | |
Executive Compensation Tables
Aggregate withdrawals/distributions (column (e))
The amounts in this column represent cash compensation earned in prior fiscal years and voluntarily deferred until specific distribution dates in fiscal 2022.
Aggregate balance at last fye (column (f))
The aggregate balance for each NEO includes certain amounts included in the Summary Compensation table in prior fiscal years, as shown in the following table. The deferred equity amounts included in the table below are valued using the closing Share price on the NYSE on January 31, 2022 ($139.81/share).
| | | | | | | | |
Name | Amount Previously Reported in Summary Compensation Table ($) | Fiscal Years When Reported |
C. Douglas McMillon | 116,131,810 | | 2009-2021 |
M. Brett Biggs | 29,141,122 | | 2016-2021 |
John Furner | 5,974,207 | | 2018-2021 |
Judith McKenna | 7,054,200 | | 2019-2021 |
Kathryn McLay | 144,275 | | 2020-2021 |
Walmart’s Deferred Compensation Plans
Under the Deferred Compensation Matching Plan, which took effect on February 1, 2012, officers may elect to defer the receipt of base salary and cash incentive amounts until separation of employment or until a specified payment date. Interest accrues on amounts deferred at an interest rate set annually based on the ten-year Treasury note yield on the first business day of January plus 2.70%. For fiscal 2022, the interest rate was 3.63%. In addition, our company allocates to each participant’s Deferred Compensation Matching Plan account a matching contribution of up to 6% of the amount by which the participant’s base salary and cash incentive payment exceed the then-applicable limitation in Section 401(a)(17) of the Internal Revenue Code. A participant is required to be employed on the last day of the fiscal year to receive a matching contribution for that year. A participant will become vested in the matching contribution credited to his or her account once the participant has participated in the Deferred Compensation Matching Plan for three plan years after his or her initial deferral.
The Deferred Compensation Matching Plan replaced the Officer Deferred Compensation Plan. Participants may no longer elect to defer amounts into the Officer Deferred Compensation Plan. However, participants’ Officer Deferred Compensation Plan account balances will continue to earn interest at the same rate as Deferred Compensation Matching Plan balances until distribution. Additionally, participants who made contributions to the Officer Deferred Compensation Plan in prior years continue to earn incentive contributions to their Officer Deferred Compensation Plan accounts, as follows:
•In the tenth year of continuous employment beginning with the year the participant first made a deferral under the Officer Deferred Compensation Plan, our company credits the deferral account with an increment equal to 20% of the sum of the principal amount of base salary and cash incentive payments deferred (taking into account a maximum amount equal to 20% of base salary) plus accrued interest on such amounts (the "20% Increment”) in each of the first six years of the participant’s deferrals.
•In the eleventh and subsequent years of continuous employment, the 20% Increment is credited based on the recognized amount deferred five years earlier, plus earnings thereon.
•In addition, in the fifteenth year of continuous employment beginning with the year the participant first made a deferral under the Officer Deferred Compensation Plan, our company credits the deferral account with an amount equal to 10% of the principal amount of base salary and cash incentive payments deferred (taking into account a maximum amount equal to 20% of base salary) plus accrued interest on such amount (the "10% Increment”) in each of the first six years of the participant’s deferrals.
•In the sixteenth and subsequent years of continuous employment, the 10% Increment is credited based on the amount deferred 10 years earlier, plus earnings thereon.
Only contributions to the Officer Deferred Compensation Plan are taken into account for purposes of calculating the 20% Increment and 10% Increment; contributions to the Deferred Compensation Matching Plan are not considered.
The SERP was designed to supplement the historic profit sharing component of the Walmart 401(k) Plan by providing mirror contributions to participants’ accounts in excess of applicable compensation limits set by the Internal Revenue Service. Because the Walmart 401(k) Plan was amended in 2011 to eliminate the profit sharing component, the SERP was frozen to new contributions as of January 31, 2013. However, SERP balances continue to earn interest.
Finally, officers may also elect to defer the receipt of equity awards granted under the Stock Incentive Plan until a specified payout date or until after separation from employment with Walmart. Any deferrals of vested Shares or Share units are credited with dividend equivalents until the payout date, and these dividend equivalents earn interest at the same rate as amounts deferred under the Deferred Compensation Matching Plan.
Executive Compensation Tables
Potential Payments Upon Termination or Change in Control
Most of our company’s plans and programs, including our deferred compensation plans and the terms of our equity awards, contain provisions specifying the consequences of a termination of employment. These provisions are described below. Our company does not have any employment agreements with its NEOs. Furthermore, our plans and programs do not have any provisions under which our NEOs would be entitled to payments, accelerated equity vestings, or any other benefits upon a change in control of our company.
Retirement agreement. As announced in a Current Report on Form 8-K filed on November 29, 2021, Walmart and Mr. Biggs have entered into a retirement agreement under which Mr. Biggs will receive payments totaling $2,000,000 over a two-year period following his retirement on January 31, 2023. In addition, the vesting of 6,800 restricted Shares held by Mr. Biggs will be accelerated to January 31, 2023.
Non-competition agreements. Our company has entered into a non-competition agreement with each of our NEOs. Each of these agreements provides that the NEO is prohibited from participating in a business that competes with our company and from soliciting our company’s associates for employment for a specified period of time after his or her employment with Walmart terminates. For purposes of these agreements, a “competing business” includes any retail, eCommerce, wholesale, or merchandising business that sells products of the type sold by our company, is located in a country in which our company has retail operations or in which the NEO knows our company expects to have retail operations in the near future, and has annual retail sales revenue above certain thresholds. Each agreement also provides that, if Walmart terminates an NEO’s employment for any reason other than his or her violation of Walmart policy, our company will generally pay the NEO an amount equal to two times his or her base salary over a two-year period.
In the event of a breach of the restrictive covenants contained in the agreement, the NEO would no longer have a right to receive additional payments, and the company would have a right to recoup any payments previously made. Using each NEO’s base salary as of January 31, 2022, the maximum total payments by our company to each NEO under such termination circumstances would be as follows:
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C. Douglas McMillon | $2,544,000 |
M. Brett Biggs | $2,000,000 |
Suresh Kumar | $2,101,250 |
John Furner | $2,218,612 |
Judith McKenna | $2,218,526 |
Kathryn McLay | $1,599,000 |
Equity awards. Certain equity awards granted under our Stock Incentive Plan held by our NEOs provide for accelerated vesting in the event employment is terminated under certain circumstances. Under the terms of the equity awards held by our NEOs, all unvested restricted stock and unvested performance-based restricted stock units would immediately vest upon the NEO's death or disability. Performance-based restricted stock awards for which performance conditions have been achieved, would vest at actual performance levels. Performance-based restricted stock units for which the performance period is ongoing would vest at target levels. The following table shows the value of all unvested equity awards that would have vested upon the death or disability of any of our NEOs as of January 31, 2022 (based on the closing price of a Share on the NYSE as of the last trading day of the year ($139.81/Share):
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Equity Awards Vesting Upon Death or Disability |
| Shares of Restricted Stock and Earned Performance Equity (#) | Value of Restricted Stock and Earned Performance Equity ($) | Target Shares of Unearned Performance Equity (#) | Value of Unearned Performance Equity (4) |
C. Douglas McMillon | 370,849 | 51,848,399 | 117,330 | 16,403,907 |
M. Brett Biggs | 127,924 | 17,885,054 | — | — |
Suresh Kumar | 199,970 | 27,957,806 | 79,834 | 11,161,592 |
John Furner | 173,077 | 24,197,895 | 62,116 | 8,684,438 |
Judith McKenna | 161,709 | 22,608,535 | 57,112 | 7,984,829 |
Kathryn McLay | 154,249 | 21,565,553 | 51,763 | 7,236,985 |
The CMDC has discretion to accelerate the vesting of any equity awards and to make other payments or grant other benefits upon a retirement or other severance from our company.
Executive Compensation Tables
Deferred Compensation Matching Contribution. Walmart makes a limited matching contribution on participant contributions to the Deferred Compensation Matching Plan, as described above under “Walmart’s Deferred Compensation Plans.” This company-matching contribution becomes vested once an officer has participated in the Deferred Compensation Matching Plan for three years. Any unvested company-matching contribution would immediately vest in the event that a participant dies or becomes disabled before the completion of the vesting period.
The Officer Deferred Compensation Plan provides for a prorated 10% increment or 20% increment to be paid upon separation from service in certain circumstances if age and service-based requirements are met.
CEO Pay Ratio
In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate, which is a reasonable estimate calculated in a manner consistent with SEC rules and is based on our payroll and employment records and the methodology described below. In calculating this estimated ratio, SEC rules allow companies to adopt a variety of methodologies, apply different exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. As discussed on page 48 above, our company is unique because we are significantly larger than most of our peer group companies in terms of revenue, market capitalization, and the size and scope of our worldwide employee population. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models, and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios.
Considered Population. As of December 31, 2021, we employed approximately 2,234,015 associates worldwide, other than our CEO. As permitted by SEC rules, in order to determine our median associate, we excluded approximately 1.8% of our total associate population or approximately 41,088 associates outside of the U.S. from the following countries: Bangladesh (75); Botswana (884); Costa Rica (14,649); El Salvador (4,892); Ghana (171); Guatemala (10,017); Honduras (3,466); Hong Kong (20); Indonesia (2); Israel (117); Kenya (289); Lesotho (172); Luxembourg (7); Malawi (118); Mozambique (465); Namibia (286); Nicaragua (4,301); Nigeria (298); Pakistan (10); Peru (8); Singapore (1); Spain (1); Swaziland (75); Switzerland (1); Tanzania (55); Thailand (6); Uganda (80); United Kingdom (30); Vietnam (51); and Zambia (541). Therefore, an aggregate associate population of approximately 2,192,927 was considered (the “considered population”) in determining our median associate.
Identifying our Median Associate. In determining our median associate, we used calendar year 2021 gross earnings – meaning total amounts paid before deductions or adjustments, including wages, overtime, bonuses, and the value of any equity awards that vested and were paid to an associate during calendar year 2021. Adjustments were made to annualize the gross earnings of all newly hired permanent associates in the considered population who did not work for the entire calendar year 2021. From the considered population, we then used statistical sampling to identify a group of associates who were paid within a range of 0.5% above or below what we estimated to be our median gross earnings amount (the “median population”). We then reviewed recent historical taxable wage data of the median population, and for those associates within the median population with stable wages, we calculated each of their fiscal 2022 total compensation in the same way as we calculated our CEO’s fiscal 2022 total compensation as set forth in the Summary Compensation table on page 68 and identified the median compensated associate from this group.
Based upon the estimates, assumptions, and methodology described above, the fiscal 2022 annual total compensation of our CEO was $25,670,673, the fiscal 2022 annual total compensation of our median associate was $25,335, and the ratio of these amounts was 1,013:1.
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PROPOSAL NO. 5 Create a Pandemic Workforce Advisory Council |
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Cynthia Murray has advised us that she or an appointed representative will present the following proposal for consideration during the 2022 Annual Shareholders’ Meeting.
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RESOLVED that shareholders of Walmart Inc. ("Walmart") ask the Board of Directors to create a "Pandemic Workforce Advisory Council" (the "Council"), composed of hourly Associates, to provide advice to the Board (including any relevant Board committee) upon request on pandemic-related workforce issues, including health and safety measures, whistleblower protection, and paid sick leave. Walmart would have discretion to disband the Council when no pandemic has been declared. Supporting Statement As a 20-year Walmart Associate, I believe Walmart's response to the COVID-19 pandemic creates unnecessary risks for shareholders and fails to protect employees and the communities Walmart serves. The pandemic has brought increased media and public scrutiny to the well-being of essential workers. While Walmart does not publicly disclose rates of COVID-19 cases or casualties, we know from press and worker reports that thousands of Walmart associates have contracted the virus and at least 22 have died, although that number is likely much higher. A recent Human Impact Partners report found that there have likely been over 125,000 COVID-19 cases and over 2,200 deaths among Walmart associates. The same report estimates that 8,000 fewer associates would have become sick with COVID-19 and 133 associate deaths could have been prevented if Walmart had an adequate paid sick time policy in place before the pandemic hit.1 Walmart's paid leave policies, including its COVID-19 emergency leave policy, fail to meet the needs of associates. A September 2021 survey of Walmart associates found that 64% had gone to work sick during the pandemic and 59% felt Walmart's safety policies were slightly effective or not at all effective.2 A confirmed COVID-19 diagnosis or mandatory quarantine is required to access additional paid leave under the policy, which can be a significant obstacle given that many Associates do not have adequate health coverage. With the rise of more transmissible variants like Delta and Omicron,3 Walmart associates remain concerned about their risk of contagion. A recent report found an 11% increase in COVID-19 related deaths among retail and grocery workers and a 17% increase in exposure and infection rates since June 2021.4 Improving the flow of information between frontline workers and Walmart's board, which oversees the company's management and has the power to set policy, would lead to more timely, consistent and effective action at the store level and would reduce reputational and financial risks to the company. Walmart's founder, Sam Walton, exalted the value of Associate input: "The folks on the front lines—the ones who actually talk to the customer—are the only ones who really know what's going on out there. You'd better find out what they know." My proposal does not dictate how Walmart should select Associates for membership on the Council. I recommend, however, that Walmart use a mechanism by which Associates can select some or all of the members to ensure that the Council truly represents hourly Associate views. |
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1https://humanimpact.org/wp-content/uploads/2021/04/Walmarts-role-in-the-COVID-19-Pandemic-How-lack-of-paid-sick-time-prolongs-the-pandemic-and-increases-mortality.pdf
2United for Respect, Walmart Associate Survey, September 2021
3https://www.bloomberg.com/news/articles/2021-12-09/omicron-four-times-more-transmissible-than-delta-in-japan-study?sref=AuDcg4ag
4America's Largest Retail Union Calls on CEOs for Action on Omicron and Winter COVID Surge to Protect Essential Workers and Customers – The United Food & Commercial Workers International Union | The United Food & Commercial Workers International Union (ufcw.org)
Walmart’s Statement in Opposition to Proposal No. 5
Throughout the course of the evolving COVID-19 pandemic, Walmart has worked hard to serve our communities while prioritizing the health and safety of our associates and customers. We think the adoption of this proposal is unnecessary because we believe the company has already demonstrated that it took and continues to take appropriate measures in responding to the needs of our associates and customers during the COVID-19 pandemic and because our associates already have many channels through which to communicate and express concerns.
Listening to our associates
Listening to our associates is a core value for Walmart. We believe an engaged workforce that feels empowered to share ideas and concerns is key to our continued success, and we strive to maintain a culture of open communication and candor. Our associates have multiple methods to share their ideas, concerns, and suggestions, including the following:
•Team meetings. Our primary method of communication is human interaction, including through team meetings and collaboration, discussions, and listening sessions.
•Associate Engagement Survey. Our annual Associate Engagement Survey (“AES”) is another opportunity to hear from our global workforce. This survey measures associate sentiment on a variety of topics, including manager/team relationships, career growth and opportunity, belonging, inclusion, and company culture. The AES also provides associates with the opportunity to confidentially share suggestions and concerns via an open-text response box. Following the completion of the survey, anonymized results dashboards are distributed to managers, highlighting key areas of opportunity and suggesting action plans to address these opportunities. For the fiscal 2021 cycle, more than 60% of our U.S.-based associates participated in AES.
•Open Door process. Our Open Door philosophy is a long-standing and integral part of our culture, reflecting a tradition of open comfortable communication and listening to our associates. If associates are not satisfied with answers from their facility leadership or aren’t raising an issue with their immediate leadership, our Open Door process allows them to contact their supervisors’ leaders. They can also raise concerns or share ideas confidentially over the phone or anonymously via an online portal. The Open Door process, already very familiar to our associates, offers another avenue for raising concerns related to COVID-19.
•Ethics hotline. Associates can anonymously report any concerns or grievances to Walmart Ethics via a telephone hotline, via email, or via an online portal. We train our associates to be able to recognize and speak up regarding retaliation or other ethics issues, and we strictly forbid retaliation against any associate who reports a concern in good faith.
Prioritizing the health and safety of associates and customers
We disagree with the assertions made in the proposal that our response to the global health crisis failed our associates and communities. Management has provided regular updates regarding our pandemic response to the Board. Throughout the pandemic, we have sought to provide our communities with access to essential products and health and wellness solutions while seeking to protect our customers and associates. Walmart quickly put new guidelines, policies, and procedures in place that were designed to protect our associates and customers. These measures were aligned with emerging requirements and guidance from local, state and federal authoritative agencies, including the U.S. Centers for Disease Control and the Occupational Safety and Health Administration. The scale of our business required the consistent implementation of these measures in more than 5,300 store, club, and support facility locations in the U.S. alone, and we have continually updated these measures as authoritative guidance evolved during the pandemic. Our policies and procedures regarding COVID-19 are reviewed on a regular basis, and they are reinforced through leadership calls at multiple levels of our organization such as our operations, asset protection, and people teams. While not exhaustive, the following list represents some of the actions undertaken to foster health and safety in our facilities and to support our communities in the U.S. over the course of the pandemic, and that continue to be reviewed and modified in light of evolving public health guidance and other circumstances:
•Health and safety measures. At the outset of the pandemic, we acted quickly to implement health and safety measures in our facilities. Most of our stores and clubs continue to be closed overnight for extra cleaning and sanitation. When appropriate, or as otherwise required by applicable law, when associates reported to work, we took their temperatures and asked basic health-screening questions, as well as provided face coverings for associates who want them. While we no longer require associates to wear masks while working in our facilities unless otherwise required by applicable law or ordinance, we support those who choose to continue wearing them.
•COVID-19 vaccines. With approximately 90% of the U.S. population located within 10 miles of a Walmart store or Sam’s Club, we are in a unique position to provide our associates, customers, and communities with quality, affordable health and wellness services where they already live and shop. We have worked hard since the initial availability of vaccines to reach underserved communities, including rolling out a “Get Out the Vaccine” campaign that leveraged grassroots and community partnerships, corporate partners, internal operations, media, and others with the goal of sharing information and helping people make an informed choice about getting vaccinated. We administered our first patient vaccination on December 21, 2020, and we have since administered tens of millions of vaccines across the country, with 80% being delivered in areas classified as medically underserved by the Health Resources and Services Administration.
•Pickup and delivery, contact-free services, and social distancing. We expanded the availability of our pickup and delivery options during the pandemic, which reduced the number of people who needed to physically enter a store or club, and we also had already been providing no-contact payment options at store registers. In addition, at different times during the pandemic, we limited the number of people who could enter a store or club and designated entrance and exit lanes to help bolster social distancing.
•Compensation, hiring, and benefits. To appreciate our associates’ support of our communities during the height of the COVID-19 pandemic, we provided enhanced pay during fiscal 2021, including paying special cash bonuses totaling $1.6 billion globally. For associates employed on the qualifying dates for each bonus, this amounted to an additional $1,200 during fiscal 2021 for U.S. full-time hourly associates and an additional $600 for U.S. part-time hourly associates. We’ve also continued to invest in our associates, implementing another round of wage increases in October 2021. We did not furlough or lay off associates due to the COVID-19 pandemic, and we have hired more than 500,000 new associates globally since the beginning of 2020, which has allowed us to serve customers while providing our associates more flexibility. We encourage associates who are unable to work due to COVID-19 to stay home. In addition to the paid time off (PTO) we’ve offered our associates for years, in March 2020 we implemented a special COVID-19 Emergency Leave policy that was extended several times and continued through March 31, 2022. This emergency policy waived our normal attendance requirements for those missing work for reasons associated with COVID-19. It also provided full- and part-time associates with up to two weeks of pay should they need to stay home for COVID-related reasons, including mandated quarantines, symptoms or illness. If an associate was not able to return to work after that time, additional pay replacement was provided for up to 26 weeks for associates with a confirmed case of COVID-19. Under the emergency leave policy, absences associated with an approved COVID-19 leave were not counted against associates for attendance policy purposes.
Summary
Walmart remains committed to the safety and well-being of our associates and customers, and we believe the many initiatives, policies, and procedures that were implemented, monitored, and continue to be adapted as necessary across the company’s extensive business operations demonstrate that we have been and continue to be responsive to the needs of our associates and customers. In addition, our associates already have many well-established and longstanding means by which feedback can be provided, including suggestions or concerns related to COVID-19. Therefore, we believe the adoption of this proposal is not necessary.
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| For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
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PROPOSAL NO. 6 Report on Impacts of Reproductive Healthcare Legislation |
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Clean Yield Asset Management, on behalf of Julie Kalish, has advised us that it or an appointed representative will present the following proposal for consideration during the 2022 Annual Shareholders’ Meeting.
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Access to abortion is being challenged at the state and federal level in the U.S. A patchwork of laws regulates access to abortion and broader reproductive rights. Since 2011, state legislatures have passed more than 600 restrictive laws.1 Other states have enacted legislation that protects these rights. Eleven states ban abortion coverage in all state-regulated private insurance plans, while six states require private insurance plans to cover abortion.2 Walmart Inc. (“Walmart”) has operations in all fifty states, subject to this patchwork of laws. Should Roe v. Wade be weakened or overturned, as is widely anticipated, Walmart employees will face challenges accessing abortion care. As of October 2021, 60% of Walmart’s 5,342 stores in the U.S. were in states that could immediately prohibit abortion entirely under this scenario. Employers as well as employees bear the cost of restricted access to health reproductive health care. For example, women who cannot access abortion are three times more likely to leave the workforce than women who were able to access abortion when needed.3 The Institute for Women’s Policy Research estimates that state-level abortion restrictions annually keep more than 500,000 women aged 15 to 44 out of the workforce.4 (https://bit.ly/3Dt5bQq) If Roe vs. Wade weakened or overturned, Arkansas is likely to outlaw abortion entirely.5 Should that occur, Walmart may find it more difficult to recruit employees to Arkansas, or to the 20+ states now considered likely to outlaw abortion if Roe is overturned.6 (https://bit.ly/3Ctj3ZI) This may harm its ability to meet diversity and inclusion goals, with negative consequences to performance, brand and reputation. In a nationwide survey of U.S. consumers in 2021, 64% said employers should ensure that employees have access to the reproductive health care they need, and 42% would be more likely to buy from a brand that publicly supported reproductive health care.7 (https://bit.ly/3nmzd2U) Surveys consistently show that a majority of Americans want to keep the Roe v. Wade framework intact.8 (https://wapo.st/3cmRLK2) RESOLVED: Shareholders request that Walmart Board of Directors issue a public report prior to December 31, 2022, omitting confidential and privileged information and at a reasonable expense, detailing any known and any potential risks and costs to the Company caused by enacted or proposed state policies severely restricting reproductive rights, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks. SUPPORTING STATEMENT: Shareholders recommend that the report evaluate any risks and costs to the company associated with new laws and legislation severely restricting reproductive rights, and similar restrictive laws proposed or enacted in other states. In its discretion, the board’s analysis may include any effects on employee hiring, retention, and productivity, and decisions regarding closure or expansion of operations in states proposing or enacting restrictive laws and strategies such as any public policy advocacy by the company, related political contributions policies, and human resources or educational strategies. |
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1“For the First Time Ever, U.S. States Enacted More Than 100 Abortion Restrictions in a Single Year,” Guttmacher at https://www.guttmacher.org/article/2021/10/first-time-ever-us-states-enacted-more-100-abortion-restrictions-single-year.
2Regulating Insurance Coverage of Abortion, Guttmacher at https://www.guttmacher.org/state-policy/explore/regulating-insurance-coverage-abortion.
3“Turnaway Study” (fact sheet) at https://www.ansirh.org/sites/default/files/publications/files/turnaway study brief web.pdf.
4“The Costs of Reproductive Health Restrictions,” Institute for Women’s Policy Research at https://bit.ly/3Dt5bQq.
5https://bit.ly/3EKrphC
6Perry Undem research (2021): 64% (of working-age college-educated adults aged 18-64) say they would not apply for a job in a state that passed a ban like Texas'.
7“What Do Consumers Think About Brands That Take a Stand on Reproductive Health Care? Results From a Nationwide Survey of U.S. Consumers,” at https://greenwaldresearch.com/wp-content/uploads/2021/09/Tara-Health-Foundation-2021-Consumer-Survey-on-Brands-Defending-Reproductive-Health.pdf.
8“Americans broadly support Supreme Court upholding Roe v. Wade and oppose Texas abortion law, Post-ABC poll finds,” Washington Post, 11.16.2021.
Walmart’s Statement in Opposition to Proposal No. 6
Our commitment to helping our customers save money and live better is delivered by our associates, and our associates are critical to our success. We want Walmart to be a great place for anyone, including women, to start and grow in their careers, and physical, emotional, and financial well-being play an important part in that. Accordingly, we offer a variety of affordable healthcare options for our associates, including robust and competitive health insurance offerings. We recommend that shareholders vote against this proposal because we believe the preparation of the requested report would be of little value for our shareholders, associates, and other stakeholders and, therefore, would be an unnecessary distraction and redirection of resources that otherwise should be focused on supporting the physical, emotional, and financial well-being of our associates.
We remain committed to objectively designing our benefits plans and programs. In the U.S., depending on applicable eligibility requirements, we offer a number of affordable healthcare coverage options for our salaried, full-time, part-time, and temporary associates. We believe the healthcare coverage options offered to our associates are competitive in the markets in which we operate. In addition to our healthcare coverage plans, in the U.S. we also offer a number of company-paid benefits such as a store discount card or Sam's Club membership, 401(k) match, maternity leave, a paid parental leave program to all full-time associates, an adoption benefit, paid time off, Associate Stock Purchase Plan match, life insurance, and behavioral health services. More information about how we seek to accelerate the professional development of our workforce through good jobs and competitive compensation and benefits can be found in our ESG report titled “Human capital: good jobs & advancement for associates” available on our corporate website.
We believe Walmart is a great place to work for women. We reported in our fiscal 2022 Mid-Year Culture, Diversity, Equity and Inclusion Report, that during the first half of fiscal 2022, approximately 49.8% of our newly-hired associates in the U.S. were women and approximately 45.6% of the total management promotions were women. We also have been featured in leading reports and recognized in recent years for our work on gender equity in the workplace. For example, we were ranked eighth on the 2021 DiversityInc Top Companies for Talent Acquisition for Women of Color, sixth on the 2021 DiversityInc Top Companies for LGBTQ, and we were listed among the Best of the Best Employers for Women in 2021 by Professional Woman’s Magazine.
The scope of the requested report for “any known and any potential risks and costs” caused by “enacted or proposed state policies” is framed so broadly that we believe it would be extremely difficult for the company to fulfill this objective to a degree that would be of value or utility for our shareholders, associates, and other stakeholders. This would involve a review and report of not only the laws in each of the fifty states, but also all proposed bills, legislation in committee, speculation about the results or outcomes of relevant pending state-level litigation, and any current or proposed administrative policies of state governmental bodies. Moreover, it is not clear how the company could quantify what constitutes “potential risks and costs” of the kinds of legislation and policies described in the proposal. Walmart, like all other businesses potentially impacted by such laws, will comply with any laws that are or may be enacted that apply to our company. We believe the company’s resources are better focused on its day-to-day review and design of our benefits plans and programs in order to remain competitive in our industry and in compliance with all applicable regulatory requirements in the jurisdictions where we operate.
Summary
As stated above, we believe our company is a great place to work for women, with benefits plans and programs that are competitive and that support the physical, emotional, and financial well-being of all our associates. Walmart remains committed to objectively designing our benefits plans and programs in order to remain competitive in our industry and in compliance with all applicable legal requirements in the jurisdictions in which we operate. Moreover, we believe the preparation of the report requested by the proposal would be an unnecessary distraction and redirection of resources that we believe should be otherwise focused on continuing to support the physical, emotional, and financial well-being of our associates.
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| For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
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PROPOSAL NO. 7 Report on Alignment of Racial Justice Goals and Starting Wages |
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The Franciscan Sisters of Perpetual Adoration and a various co-filers have advised us that it or an appointed representative will present the following proposal for consideration during the 2022 Annual Shareholders’ Meeting.
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RESOLVED: Shareholders of Walmart Inc. (“Walmart”) request that the Board of Directors oversee the preparation of a public report on whether and how Walmart's racial justice goals and commitments align with the starting pay for all classifications of Walmart associates. Supporting Statement Today, there is a radically increased focus on racial injustice, following protests over police killings of Black people and the disproportionate impact of the COVID-19 pandemic on people of color, including in the workplace. Workers of color make up a larger proportion of essential workers and are more likely to lose their jobs because of the pandemic.1 In 2021, in every region of the United States, a single adult without children needs at least $31,200 to achieve a modest but secure standard of living.2 The fiscal 2021 annual total compensation of Walmart's median associate was $20,942.3 There has been public support for the proposed Raise the Wage Act which would help eliminate poverty-level wages by raising the national minimum wage to $15 an hour and positively impact approximately 4.7 million retail workers.4 Walmart is committed to advancing racial equity, including through the creation of the Center for Racial Equity, with a goal to “help replace the structures of systemic racism, and build in their place frameworks of equity and justice that solidify our commitment to the belief that, without question, Black Lives Matter.”5 More than 80 percent of Black Americans say it is very important for companies to pay a living wage.6 48 percent of Walmart’s hourly workers are people of color7 and the company acknowledges that “the overwhelming majority of our associates say their hourly wage is the most important part of their pay.”8 In 2020 and 2021, Walmart raised wages and expanded benefits for many of its hourly associates.9 However, Walmart stated in its 2021 proxy statement that only about half of its United States hourly associates will earn at least $15 an hour, putting it behind an increasing number of retailer peers who have raised their starting wages to at least $15 an hour. Walmart is cited as one of the top five employers with the largest estimated number of non-disabled, non-elderly adult Medicaid and Supplemental Nutrition Assistance Program enrollees.10 Walmart has not disclosed the types of positions or the demographic breakdown of its hourly associates by wage level, which would track progress towards their racial equity commitments. Given the high turnover rate of store associates and the current competitive market for retail workers11, we are concerned that this lack of transparency poses potential reputational and financial risks to our company. Shareholders want to understand how Walmart is fulfilling its racial justice commitments by building equity for its associates through its wage structure. |
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1https://www.epi.org/publication/black-workers-covid/
2https://www.epi.org/publication/our-deeply-broken-labor-market-needs-a-higher-minimum-wage-epi-testimony-for-the-senate-budget-committee/; https://livingwage.mit.edu/articles/85-15-an-hour-isn-t-enough-u-s-workers-need-a-living-wage
3https://www.sec.gov/Archives/edgar/data/104169/000120677421001200/wmt3839531-def14a.htm#PROPOSALNO6ReportonAlignmentofRacialJusticeGoalsandStartingWages
4https://www.epi.org/publication/raising-the-federal-minimum-wage-to-15-by-2025-would-lift-the-pay-of-32-million-workers/
5https://corporate.walmart.com/newsroom/2020/06/12/advancing-our-work-on-racial-equity
6https://justcapital.com/news/ceo-blueprint-for-achieving-racial-equity/
7https://corporate.walmart.com/global-responsibility/culture-diversity-equity-and-inclusion
8https://www.wsj.com/articles/walmart-to-end-quarterly-bonuses-for-store-workers-11631190896?mod=hp_lead_pos11
9https://corporate.walmart.com/our-story/working-at-walmart
10https://www.gao.gov/assets/gao-21-45.pdf
11https://www.arkansasonline.com/news/2021/sep/30/walmart-on-hunt-for-more-workers/
Walmart’s Statement in Opposition to Proposal No. 7
We recommend that shareholders vote against the proposal because Walmart has already examined its frontline workforce proposition through an equity lens and has designed its workforce strategies, including compensation, to help advance equity.
Walmart’s commitment to equity
Walmart’s commitment to equity is rooted in our basic belief of Respect for the Individual. We seek to create a culture where everyone feels they belong—where dignity and respect are the basis for how we act, interact, and support each other. We believe unique identities, experiences, styles, abilities, and perspectives should be respected. More than that, we believe they should be held up and valued as essential to what makes our company thrive. Building on that foundation, our racial equity goal is to help address systemic disparities through business initiatives and philanthropic resources.
These values are underpinned by strategic practices within the company, including:
•Fostering a culture of equity and inclusion;
•Hiring, developing and promoting associates in equitable ways;
•Measuring and reporting our progress; and
•Helping to advance equity in society.
In support of this work, we created four Shared Value Networks (SVNs) in mid-2020 to focus on ways Walmart can use its business assets to help increase fairness, equity, justice and belonging within societal systems in the financial, health, education, and criminal justice arenas. Additionally, Walmart and the Walmart Foundation created a Center for Racial Equity that complements the work of the SVNs by committing up to $100 million over five years to support philanthropic initiatives in the same four societal systems. Such initiatives focus on research, advocacy, innovation of practices and tools, capacity building, and convening stakeholders to accelerate positive transformation.
Shareholders can read more about these aspirations and efforts in our annual and mid-year Culture, Diversity, Equity and Inclusion (“CDEI”) reports and our ESG brief titled “Equity and inclusion at Walmart and beyond,” both of which can be found on the Walmart corporate website.
Walmart acknowledges the barriers and gaps faced by people of color in American workplaces
Through ongoing engagement, dialogue and research, Walmart teams have examined and continue to examine equity issues across society, American workplaces, and across Walmart. We acknowledge the challenges experienced by Black and African American people and all those who face disparities in representation and in outcomes based on their race, ethnicity, or other protected characteristics.
Walmart has supported first-of-its kind research into equity issues in American workplaces, including Race in the workplace: The Black experience in the US private sector (McKinsey, 2021) and Advancing Frontline Employees of Color (FSG and Policy Link, 2020). This research identified systemic equity issues across the private sector as seniority rates increase as well as disparities in educational attainment, incarceration rates, and representation of racial and ethnic groups across geographies and industries. This and other research have helped to shape our own approaches to hiring, promotion, compensation, benefits, and other aspects of our People strategy to advance racial equity.
Walmart reports on its CDEI efforts and results twice per year and has publicly released its 2020 Employer Information Report (EEO-1), Section D data (filed in 2021). While we believe Walmart benchmarks well against peer companies in terms of diverse representation in the middle and upper levels of the company, the data confirm the broader societal research that people of color are over-represented in frontline hourly roles and under-represented at the senior management and officer levels. For example, according to our mid-year CDEI report published in 2022, people of color in the U.S. represented approximately 55% of new hires, 48% of hourly associates, 37% of management, and 25% of officers. The company closely monitors representation. For example, Walmart’s President and CEO receives an enterprise diversity report on a monthly basis, Walmart officers receive updated information about the diversity of their teams on a monthly basis, and the CMDC receives a quarterly diversity report.
Walmart’s associate value proposition is designed to address these challenges and to promote equity
Our global People strategies of Inclusion, Well-being, and Growth each contribute to our equity goals:
Inclusion: We have worked to address barriers to entry (for example, degree requirements)—allowing nearly anyone to get a start—and focus on recruiting diverse associates. We’re creating a culture of inclusion, including through racial equity training, the RACE Ahead series, Associate Resource Groups, listening sessions, mentoring circles as well as instilling inclusive practices in our People processes, including through data-driven talent reviews and Inclusive Leadership Expectations such as training sessions and mentoring fellow associates.
Well-Being: We work to ensure our wages, benefits, scheduling practices, and other core job elements are designed in a way that provides people of all backgrounds with a good job and a platform to launch a career. We pay a wage that is competitive for the relevant role and geography with starting wages ranging from $12 to $21 per hour in our store formats and $15 per hour starting wages in our U.S. Sam’s Club format and all U.S. distribution and fulfillment centers. Full-time jobs can help increase take-home pay, and approximately 64% of our U.S. hourly workforce, excluding our Home Office associates, was full time as of fiscal 2021. Moreover, we offer robust benefits including low-cost health coverage, and we offer flexible scheduling and provide paid time off for part-time and full-time hourly associates. Our pay equity analyses in the U.S. confirm that, taking into account relevant factors such as position, tenure, and location, Walmart pays associates equitably regardless of race, ethnicity and gender.
Growth: Roles requiring greater skills and that come with greater responsibilities command higher pay, and we are making it easier for associates to get the skills to advance into those roles. In the last few years, we have revamped job design, provided on-the job training in digital and other skills, including via Walmart Academy, Live Better U (i.e., offering free high school, 2-year and 4-year degrees), and career pathing into retail management, technology, supply chain, pharmacy tech, and other fields to facilitate the upward mobility of our diverse frontline workforce. Over 88% of Walmart U.S. store roles above entry level are filled by internal candidates, and approximately 75% of our U.S. salaried store, club and supply chain management started their careers in hourly positions. Hourly and management promotions for people of color increased from fiscal 2019 through fiscal 2021, and representation of people of color at management and officer levels also increased over the same period.
Shareholders can read more in our ESG briefs titled “Human capital: good jobs and advancement for associates” and “Equity and inclusion at Walmart and beyond,” which are available on our corporate website.
Summary
We agree with the proponents that starting wages are important, and we believe ours are competitive and equitable. We disagree with the implication in the proposal that simply raising starting wages is the most meaningful measure the company can take to promote equity. Rather, we believe truly advancing equity in our business and in society involves taking deliberate action to address underlying causes of inequity and distinguishing ourselves with a comprehensive associate value proposition that enables the potential for upward mobility for our associates.
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| For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
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PROPOSAL NO. 8 Civil Rights and Non-Discrimination Audit |
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The National Center for Public Policy Research has advised us that it or an appointed representative will present the following proposal for consideration during the 2022 Annual Shareholders’ Meeting.
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Resolved: Shareholders of Walmart Inc. (“the Company”) request that the Board of Directors commission an audit analyzing the Company’s impacts on civil rights and non-discrimination, and the impacts of those issues on the Company’s business. The audit may, in the Board’s discretion, be conducted by an independent and unbiased third party with input from civil rights organizations, public-interest litigation groups, employees and other stakeholders – of a wide spectrum of viewpoints and perspectives. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on the Company's website. Supporting Statement: Tremendous public attention has focused recently on workplace and employment practices. All agree that employee success should be fostered and that no employees should face discrimination, but there is much disagreement about what non-discrimination means. Concern stretches across the ideological spectrum. Some have pressured companies to adopt “anti-racism” programs that seek to establish “racial/social equity,” which appears to mean the distribution of pay and authority on the basis of race, sex, orientation and ethnic categories rather than by merit.1 Where adopted, however, such programs raise significant objection, including concern that, e.g., "anti-racist" programs are themselves deeply racist and otherwise discriminatory.2 Many companies have been found to be sponsoring and promoting overtly and implicitly discriminatory employee-training and other employment and advancement programs, including Bank of America, American Express, Verizon, Pfizer, CVS and Walmart itself.3 This disagreement and controversy create massive reputational, legal and financial risk. If the Company is, in the name of equity, diversity and inclusion, committing illegal or unconscionable discrimination against employees deemed “non-diverse,” then the Company will suffer in myriad ways – all of them both unforgivable and avoidable. In developing the audit and report, the Company should consult civil-rights and public-interest law groups – but it must not compound error with bias by relying only on left-leaning organizations. Rather, it must consult groups across the spectrum of viewpoints. This includes right-leaning civil-rights groups representing people of color, such as the Woodson Center4 and Project 21,5 and groups that defend the rights and liberties of all Americans, not merely the ones that many companies label “diverse.” All Americans have civil rights; to behave otherwise is to invite disaster. Similarly, when including employees in its audit, the Company must allow employees to speak freely without fear of reprisal or disfavor, and in confidential ways. Too many employers have established company stances that themselves chill contributions from employees who disagree with the company's asserted positions, and then have pretended that the employees who have been empowered by the companies' partisan positioning represent the true and only voice of all employees. This by itself creates a deeply hostile workplace for some groups of employees, and is both immoral and likely illegal. |
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1https://www.sec.gov/Archives/edgar/data/1048911/000120677421002182/fdx3894361-def14a.htm#StockholderProposals88; https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/asyousownike051421-14a8-incoming.pdf; https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/nyscrfamazon0 1 252 1-14a8-incoming.pdf; https://www.sec.gov/Archives/edgar/data/1666700/00011 9312521079533/d108785ddef14a.htm#rom108785_58
2https://www.americanexperiment.org/survey-says-americans-oppose-critical-race-theory/; https://www.newsweek.com/majority-americans-hold-negative-view-critical-race-theory-amid-controversy-1601337; https://www.newsweek.com/coca-cola-facing-backlash-says-less-white-learning-plan-was-about-workplace-inclusion-1570875; https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/; https://www.city-journal.org/verizon-critical-race-theory-training
3https://www.city-journal.org/bank-of-america-racial-reeducation-program; https://www.city-journal.org/verizon-critical-race-theory-training; https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/; https://www.foxbusiness.com/politics/cvs-inclusion-training-critical-race-theory; https://www.msn.com/en-us/money/other/pfizer-sets-race-based-hiring-goals-in-the-name-of-fighting-systemic-racism-gender-equity-challenges/ar-AAOiSwJ; https://www.levistrauss.com/sustainability-report/community/diversity-equity-inclusion/; https://www.levistrauss.com/sustainability-report/community/employee-support-and-development/; https://www.levistrauss.com/work-with-us/life-at-lsco/diversity-inclusion/; https://www.city-journal.org/walmart-critical-race-theory-training-program.
4https://woodsoncenter.org/
5https://nationalcenter.org/project-21/
Walmart’s Statement in Opposition to Proposal No. 8
At Walmart, living our value of Respect for the Individual starts with valuing diversity and inclusion, and we are focused on creating an inclusive culture and diverse associate base where all associates believe they belong and are empowered to be themselves. We believe having a workforce of associates from diverse backgrounds makes us better and promotes creativity, innovation, and achievement.
The Board believes the adoption of this proposal is unnecessary because Walmart has already reviewed its business and identified primary areas where we can make a difference; because Walmart is considering a broad range of stakeholder inputs as it pursues its equity objectives; because Walmart policies strictly forbid discrimination based on an individual’s race, ethnicity, or other protected categories; and in light of Board committee oversight of the company’s equity and inclusion strategies.
We have examined our business and identified equity focus areas
For Walmart, equity is when people of every gender, race, ability, and orientation have what they need to thrive, and diverse identity is no longer a determining factor in shaping an individual’s life outcomes. Walmart has extensively examined its business practices through an equity lens and identified four primary arenas in which it can make a positive impact from an equity perspective. In mid-2020, we established four shared-value networks (“SVNs”) in these arenas. Each SVN is charged with studying national systems and pursuing business strategies that draw on Walmart’s capabilities to contribute to positive and lasting change:
•Our Criminal Justice SVN is focused on matters such as, for example, evaluating programs and partnerships to provide retail and community-based implicit bias training; assessing alternative justice programs that help retailers minimize or eliminate negative individual interactions with law enforcement; creating pathways to employment for re-entrants and evolving hiring practices so non-violent, formerly incarcerated persons are appropriately considered, onboarded, and integrated.
•Our Education SVN is focused on equitable advancement with training and reskilling, including leveraging Walmart Academy to deliver high-quality, low-cost training in the communities where we operate while advocating for laws that provide access to educational programming and job training.
•Our Financial SVN is focused on empowering associates to strengthen their financial capabilities, reduce stress and make choices that lead to a healthier financial future, with embedded and intentional efforts to advance racial equity.
•Our Healthcare SVN is focused on exploring ways to improve food insecurity and nutrition education, infant and maternal health, and exploring ways to enable access to quality care and drive innovation that delivers improvements in the fight against diabetes, hypertension, and high cholesterol.
SVNs make recommendations to the SVN steering committee, led by our President and CEO, who assigns responsibility for implementing promising initiatives to relevant business units and oversees progress.
In addition, Walmart and Walmart Foundation committed up to $100 million over five years to create the Center for Racial Equity (the “Center”), which seeks to complement and extend the societal impact of our business initiatives in the same four focus areas as our SVNs. The Center supports efforts such as research, advocacy, innovation of practices and tools, stakeholder convenings, and nonprofit capacity building.
Walmart considers a broad range of stakeholder inputs
Walmart has been deliberate in considering a wide range of viewpoints in designing and executing programs focused on inclusion. Our global Culture, Diversity, Equity, and Inclusion (“CDEI”) vision is “Everyone Included.” As we strive for equity and inclusion within our people processes, we have sought out and incorporated feedback from a broad group of stakeholders. In 2018, we undertook an effort to assess the health of Walmart’s talent lifecycle through a diversity and inclusion lens. We assessed our human resources and talent processes and diversity data, interviewed a broad group of associates to gather their perspectives and feedback, held focus group and listening sessions with associate resource groups, and held a workshop with senior leaders, including members of the President’s Inclusion Council. This assessment has led to adjustments in our hiring, promotion, training, and development processes and has helped shape our Inclusive Leadership Expectations.
Additionally, the President’s Inclusion Council advises our President and CEO and the broader organization on potential ways we can sharpen our culture and become more inclusive. The council features a representative from each business segment and corporate function, including people of different races, ethnicities, and genders.
We pursue equity in conformity with our global anti-discrimination policies
Walmart is committed to a workplace that is free of discrimination, and our equity strategies are consistent with that commitment. Our Code of Conduct and our Global Discrimination and Harassment Prevention Policy prohibit any discriminatory action based on an individual’s protected status in all aspects of our business, including termination, refusing to hire, denying training, failing to promote, discriminating in pay, or other terms, conditions, or privileges of employment. These policies protect associates of all races, genders, and ethnicities regardless of whether the individual is a member of a minority, plurality, or majority. Associates have access to a variety of resources to confidentially report concerns or grievances, and Walmart strictly forbids retaliation against any associate who reports a concern in good faith. We train our associates to be able to recognize and speak up about retaliation and other issues.
Board committee oversight of our CDEI strategies
The CMDC, according to its charter, has responsibility for reviewing and advising management regarding our company’s CDEI strategies, programs, and initiatives. Management provides regular CDEI updates to senior leadership, including our President and CEO, and the CMDC.
Summary
Walmart is focused on supporting a workplace culture where every associate is included, regardless of gender, race, ethnicity, or other protected status. Our current CDEI strategies and initiatives are based on a deliberate examination of our business priorities and equity issues in society, accounting for the perspectives of a diverse group of associates against the backdrop of our global anti-discrimination policies, and they are subject to Board committee oversight. Therefore, the Board believes the audit and report requested by the proposal is largely duplicative of the work already undertaken by the company and would otherwise distract management from the implementation and execution of our many business and CDEI strategies and initiatives.
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| For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
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PROPOSAL NO. 9 Report on Charitable Donation Disclosures |
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The National Legal and Policy Center has advised us that it or an appointed representative will present the following proposal for consideration during the 2022 Annual Shareholders’ Meeting.
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Request for Charitable Donation Disclosure RESOLVED: The shareholders request that Walmart Inc. (“Company”) provide a report, published on the company’s website and updated semi-annually – and omitting proprietary information and at reasonable cost – that discloses, itemizes and quantifies all Company charitable donations, aggregated by recipient name & address each year for contributions that exceed $999 annually. This report shall include: 1.Monetary and non-monetary contributions made to non-profit organizations operating under Section 501(c)(3) and 501(c)(4) of the Internal Revenue Code, and any other public or private charitable organization; 2.Policies and procedures for charitable contributions (both direct and indirect) made with corporate assets; 3.Rationale for each of the charitable contributions. SUPPORTING STATEMENT: Walmart Inc.’s assets belong to its shareholders. The expenditure or distribution of corporate assets, including charitable contributions, should be consistent with shareholder interests. Accordingly, the Company’s policies and procedures for charitable contributions should be disclosed to shareholders. Company executives exercise wide discretion over the use of corporate assets for charitable purposes. Absent a system of transparency and accountability for charitable contributions, Company executives may use Company assets for objectives that are not shared by and may be inimical to the interests of the Company and its shareholders. Current disclosure is insufficient to allow the Company’s Board, its shareholders, and its current and prospective customers to fully evaluate the charitable use of corporate assets. There is currently no single source providing shareholders the information sought by this resolution. |
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Walmart’s Statement in Opposition to Proposal No. 9
We recommend shareholders vote against this proposal because Walmart and the Walmart Foundation already provide robust and meaningful disclosures regarding corporate and Walmart Foundation giving, allowing shareholders and other interested stakeholders to understand our charitable giving strategy, how our giving aligns with that strategy, and our approach to governance for these matters.
Giving strategies and transparency
The Walmart.org website provides transparency regarding Walmart corporate and Walmart Foundation giving. Our giving aligns with four primary strategic pillars: (i) Creating opportunity: supporting the creation of economic opportunity in retail and diversity in global talent pipelines; (ii) Advancing sustainability: supporting tools and initiatives directed at advancing global progress on climate, waste, nature, and people in supply chains; (iii) Strengthening community: providing support for local communities and associates, healthier food for all, and disaster preparedness and relief; and (iv) Center for Racial Equity: addressing the drivers of systemic racism in society and accelerating change within the arenas of finance, health, education, and criminal justice. Each strategic pillar has its own dedicated section on the Walmart.org website that provides details about the specific areas of focus for that pillar, including individual program strategies and examples of grants or in-kind donations made.
As discussed in our ESG brief titled “Serving Communities,” which is available on the Walmart corporate website, total Walmart and Walmart Foundation giving has been greater than $1.4 billion in each of the last several years. Giving includes both in-kind donations and cash donations (i.e., grants).
•In-kind donations: Food donations and other in-kind donations generally represent over $1 billion of the $1.4 billion donated annually. As discussed in our ESG brief titled “Serving Communities,” in fiscal 2021 our U.S. stores, clubs, and distribution centers Walmart donated more than 627 million pounds of food. Other in-kind donations are primarily for disaster relief, including, for example, natural disasters and the COVID-19 pandemic, and in-kind support for community organizations. Examples include product donations to communities impacted by hurricanes, wildfires, and tornadoes, and oxygenation equipment to support NGOs battling COVID-19 in India.
•Cash grants: Historically, cash grants have represented approximately $300 million of our annual giving. Walmart and the Walmart Foundation provide meaningful information regarding the recipients of and purposes behind many of these grants. The table below provides some examples of cash grants that are administered by Walmart.org and listed on the Walmart.org website.
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Grant Amount ≥ $25,000 Walmart Corporate Giving and Walmart Foundation Giving | | |
•Individual grants applied for and administered by Walmart.org for fiscal 2021 and fiscal 2022 are listed on the Walmart.org website. •For each fiscal 2021 and 2022 grant listed on the Walmart.org website, the name of the grantee, alignment with a Walmart.org strategic program, and giving purpose is also provided. Additional information is available for a majority of grants made during fiscal 2022. |
Grant Amount < $25,000 | | |
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Walmart Corporate Giving | | Walmart Foundation Giving |
•For illustrative purposes, Walmart disbursed more than 44,500 grants of less than $25,000 in fiscal 2021. •The majority of these are small grants made under our $45 million Local Community grant program. Walmart’s more than 5,300 stores, clubs, and distribution centers in the U.S. support local community organizations under the Strengthening Communities strategic pillar of our overall giving strategy. These facilities are permitted to make individual grants ranging from $250 to $5,000. To be eligible for these grants, a nonprofit organization must operate on the local level (or be an affiliate/chapter of a larger organization that operates locally) and directly benefit the service area of the facility. Organizations applying for a Local Community grant must be registered through CyberGrants Front Door, a portal that facilitates the verification of an organization’s status as a nonprofit. •The vast majority of other grants in this range are grants through Walmart’s Volunteerism Always Pays program and other similar matching programs. | | •Grants are disclosed through the Walmart Foundation’s annual Form 990 |
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Giving governance
Finally, the Walmart.org website also summarizes our approach to governance for corporate and Walmart Foundation giving, including executive oversight of Walmart giving and Walmart Foundation board of directors oversight of Walmart Foundation giving.
Summary
We agree that transparency about our and Walmart Foundation’s giving strategies and actions is important. However, we believe our current disclosures allow shareholders and other stakeholders to understand our giving strategies and how our giving aligns with these strategies. Therefore, we do not believe the adoption of this proposal is necessary.
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| For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
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PROPOSAL NO. 10 Report on Lobbying Disclosures |
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Zevin Asset Management, on behalf of Ellen Sarkisian, and another co-filer have advised us that it or an appointed representative will present the following proposal for consideration during the 2022 Annual Shareholders’ Meeting.
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Whereas, we believe in full disclosure of Walmart's direct and indirect lobbying activities and expenditures to assess whether Walmart's lobbying is consistent with its expressed goals and shareholder interests. Resolved, shareholders of request the preparation of a report, updated annually, disclosing: 1.Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2.Payments by Walmart used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. 3.Description of management's decision-making process and the Board's oversight for making payments described above. For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which Walmart is a member. Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels. The report shall be presented to the Nominating and Governance Committee and posted on Walmart's website. Supporting Statement: Walmart spent $73,370,000 from 2010 — 2020 on federal lobbying. Walmart deserves credit as a leader for its state lobbying disclosure. Yet shareholders face a dark money blind spot, as Walmart fails to disclose its memberships in or payments to trade associations and social welfare organizations or the amounts used for lobbying, including grassroots. Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending "at least double what's publicly reported."1 The federal Lobbying Disclosure Act does not require reporting of grassroots lobbying, and disclosure is uneven or absent in states. Walmart is a member of the Chamber of Commerce, which has spent over $1.7 billion on lobbying since 1998, and serves on the boards of the Business Roundtable and National Retail Federation (NRF), which together spent $23,435,000 on lobbying in 2019 and 2020. The Business Roundtable and Chamber Commerce have drawn attention for launching a "massive lobbying blitz" against raising corporate taxes to pay for infrastructure."2 We are concerned that Walmart's lack of disclosure presents reputational risk when its lobbying contradicts Walmart's public positions. For example, Walmart pledged $100 million to advance racial equity, including on criminal justice,3 yet donates to trade associations like NRF promoting harsher shoplifting penalties.4 Walmart supports diversity, equity and inclusion, yet the Chamber lobbied against the For the People Act.5 Walmart believes in addressing climate change, yet the Chamber and BRT lobby to block climate action.6 And while Walmart has drawn scrutiny for avoiding federal taxes,7 its trade associations are lobbying against raising corporate taxes to fund infrastructure. |
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1https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.
2https://www.washingtonpost.com/us-policy/2021/08/31/business-lobbying-democrats-reconciliation/.
3https://corporate.walmart.com/newsroom/2020/06/12/advancing-our-work-on-racial-equity.
4https://wamu.org/story/20/10/16/when-shoplifting-is-a-felony-retailers-back-harsher-penalties-for-store-theft/.
5https://thehill.com/business-a-lobbying/business-a-lobbying/554430-watchdog-group-launches-campaign-to-pressure?rl=1.
6https://www.desmog.com/2021/10/22/corporate-tech-giants-climate-action-oil-lobbyists-state-capitols/.
7https://theintercept.com/2021/09/06/infrastructure-bill-companies-tax-increase/.
Walmart’s Statement in Opposition to Proposal No. 10
Good public policy is good for business because it promotes a stable and predictable business environment and supports public goods that allow businesses and their stakeholders to thrive, including a cohesive society, a growing economy, a healthy environment, fair competition, and infrastructure. Public policy can also catalyze positive action on issues that are important to business and society.
Together with government and civil society, businesses play an important role in addressing societal issues. Walmart engages in public policy discussions to promote the interests of our business, customers, associates, communities, and other stakeholders by focusing on issues that align with our shared value approach.
We believe transparency regarding our public policy priorities, direct public policy advocacy, political contributions, trade association engagement, and governance of public policy activities builds trust with our stakeholders and aids in making the public case on our priority issues. While we have publicly reported on our federal and state lobbying activities, public policy priorities, and political contributions for many years, we have substantially enhanced our policies and disclosures in the last year in response to stakeholder feedback, including by publishing a dedicated ESG brief titled “Engagement in public policy" that provides a comprehensive view of our public policy activities.
We recommend shareholders vote against this proposal because we believe Walmart’s current disclosures allow shareholders and other stakeholders to understand our priorities and practices. For example:
•Governance. Walmart’s Government Relations Policy (updated and republished in 2022) sets forth our policies and procedures relating to interactions with public officials, political contributions, trade association memberships and reviews, Board and Board committee oversight of public policy activities, and transparency. Our ESG brief titled “Engagement in public policy” provides recent examples of relevant topics management has discussed with the NGC.
•Public policy priorities. Walmart has described its public policy priorities, advocacy strategy, and engagements in our ESG reporting and predecessor reporting since 2013. Our ESG brief titled “Engagement in public policy” describes our approach to prioritizing policy issues and identifies current priority issues, including those related to climate change, corporate tax policy, healthcare, individual data privacy, marketplace trust and transparency, racial equity, and trade and manufacturing.
•Advocacy activity. Walmart has made state and federal lobbying information available on our Investor Relations website since 2015, and our federal lobbying activity is already publicly available via the U.S. Senate website. Additionally, our ESG brief titled “Engagement in public policy” provides examples of direct engagements with policymakers, engagements with trade associations, and public-facing advocacy (e.g., blogs, op-eds, articles, podcasts, and engagements through forums) on priority issues including those related to climate change and racial equity.
•Political contributions. The Walmart Inc. Political Action Committee for Responsible Government (WALPAC) allows eligible Walmart associates to help to elect lawmakers (regardless of political party affiliation) at the federal level and in certain states. All contributions at the federal level are available to the public via the U.S. Senate website, and Walmart has described WALPAC’s governance and strategies in our ESG brief titled “Engagement in public policy.”
•Trade associations. Walmart is a member of certain trade associations and coalitions that the company believes can assist us in achieving our long-term strategic objectives. Some of these trade associations engage in lobbying and policy advocacy. Walmart has disclosed its major trade association memberships (i.e., those to which Walmart contributed $25,000 or more in 2021), explained how we engage trade associations and evaluate our memberships and funding, and provided examples of how Walmart has engaged trade associations on public policy matters. Walmart also has disclosed other organizations and coalitions it supports that are active in shaping policy on ESG priority issues, and the Walmart.org website discloses recipients of grants $25,000 and above over the last two fiscal years.
Summary
Walmart is transparent about its direct and indirect lobbying activities, public policy priorities and strategies, political contributions, and trade association memberships. This transparency allows our shareholders and other stakeholders to evaluate the company’s positions for consistency with Walmart’s expressed goals and shareholder interests. Therefore, we believe the adoption of this proposal and the preparation of the requested report is unnecessary.
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| For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
Equity Compensation Plan Information
The following table provides certain information as of the end of fiscal 2022 with respect to Shares that may be issued under our company’s existing equity compensation plans.
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Plan Category | (a) Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | (c) Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
Equity compensation plans approved by security holders | 24,346,813 | (1) | 59.40 | (2) | 177,770,466 | (3) |
Equity compensation plans not approved by security holders | 0 |
| 0 | | 0 | |
TOTAL | 24,346,813 | | 59.40 | (2) | 177,770,466 | |
(1)In addition to options to purchase Shares, this amount includes 5,041,810 Shares that may be issued upon the vesting of performance equity granted under the Stock Incentive Plan, which represents the maximum number of Shares that may be issued upon the vesting of this performance equity if maximum performance goals are achieved for each performance cycle, and 17,283,454 Shares that may be issued upon the vesting of restricted stock units granted under the Stock Incentive Plan. This amount also includes 2,018,644 Shares deferred in the form of Shares by officers and Outside Directors.
(2)Represents the weighted average exercise price as of January 31, 2022, of options to purchase 2,905 Shares. This weighted average does not take into account Shares that may be issued upon the vesting of other forms of equity described in footnote (1) above.
(3)This amount includes 98,685,902 Shares available under the Associate Stock Purchase Plan and 79,084,564 Shares available under the Stock Incentive Plan.
Holdings of Major Shareholders
The following table lists the beneficial owners of greater than 5% of the Shares outstanding as of April 8, 2022. As of April 8, 2022, there were 2,752,781,875 Shares outstanding.
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| | | | Shared Voting and Investment Power | | |
Name and Address of Beneficial Owner(1) | Direct or Indirect Ownership with Sole Voting and Investment Power | | Shared, Indirect Ownership Through Walton Enterprises, LLC(1) | Shared, Indirect Ownership Through the Walton Family Holdings Trust(1) | Other Indirect Ownership with Shared Voting and Investment Power | Total | Percent of Class |
Alice L. Walton | 6,748,580 | | | 1,000,891,131 | (3) | 286,539,635 | (4) | 0 | 1,294,179,346 | 47.01% |
Jim C. Walton | 10,507,124 | (2) | | 1,000,891,131 | (3) | 286,539,635 | (4) | 0 | 1,297,937,890 | 47.15% |
John T. Walton Estate Trust | 0 | | | 1,000,891,131 | (3) | 0 | | 0 | 1,000,891,131 | 36.36% |
S. Robson Walton | 3,217,600 | | | 1,000,891,131 | (3) | 286,539,635 | (4) | 0 | 1,290,648,366 | 46.89% |
(1)The business address of Alice L. Walton, Jim C. Walton, the John T. Walton Estate Trust, S. Robson Walton, Walton Enterprises, LLC, and the Walton Family Holdings Trust is P.O. Box 1508, Bentonville, Arkansas, 72712.
(2)Jim C. Walton has pledged 4,251,488 of the Shares directly owned by him as security for a line of credit extended to a company not affiliated with Walmart.
(3)Walton Enterprises, LLC holds a total of 1,000,891,131 Shares. Alice L. Walton, Jim C. Walton, and S. Robson Walton share voting and dispositive power with respect to all Shares held by Walton Enterprises, LLC, individually as managing members of Walton Enterprises, LLC, and in their capacities as cotrustees of the John T. Walton Estate Trust, which is also a managing member of Walton Enterprises, LLC. The managing members of Walton Enterprises, LLC have the power to sell and vote those Shares.
(4)The Walton Family Holdings Trust holds a total of 286,539,635 Shares. Alice L. Walton, Jim C. Walton, and S. Robson Walton, as cotrustees, share voting and dispositive power.
Holdings of Officers and Directors
This table shows the number of Shares held by each director and NEO on April 8, 2022. It also shows the Shares held by all of Walmart’s directors and Executive Officers as a group on that date. As of April 8, 2022, there were 2,752,781,875 Shares outstanding.
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Name of Beneficial Owner | Direct or Indirect with Sole Voting and Investment Power(1) | Indirect with Shared Voting and Investment Power | Total | Percent of Class |
M. Brett Biggs | 295,244 | 0 | 295,244 | * |
Cesar Conde | 5,483 | 0 | 5,483 | * |
Timothy P. Flynn | 42,462 | 0 | 42,462 | * |
Sarah J. Friar | 11,938 | 0 | 11,938 | * |
John R. Furner | 274,352 | 0 | 274,352 | * |
Carla A. Harris | 10,739 | 0 | 10,739 | * |
Thomas W. Horton | 14,603 | 0 | 14,603 | * |
Suresh Kumar | 423,501 | 0 | 423,501 | * |
Marissa A. Mayer | 34,835 | 0 | 34,835 | * |
Judith J. McKenna | 302,116 | 72,290 | 374,406 | * |
Kathryn McLay | 228,586 | 0 | 228,586 | * |
C. Douglas McMillon(2) | 1,548,115 | 351,302 | 1,899,417 | * |
Gregory B. Penner | 71,249 | 482,878 | 554,127 | * |
Steven S Reinemund | 28,247 | 0 | 28,247 | * |
Randall L. Stephenson | 10,300 | 0 | 10,300 | * |
S. Robson Walton(3) | 3,217,600 | 1,287,430,766 | 1,290,648,366 | 46.89% |
Steuart L. Walton | 49,558 | 0 | 49,558 | * |
Directors and Executive Officers as a Group (21 persons) | 7,031,802 | 1,288,337,236 | 1,295,369,038 | 47.06% |
* Less than 1%
(1)These amounts include Shares of unvested restricted stock and restricted stock units held by certain Executive Officers and stock units deferred by certain Outside Directors and certain Executive Officers. For John R. Furner, this amount includes 4,880 deferred stock units that settle in the form of cash upon payout. These amounts also include Shares that the following persons had a right to acquire within 60 days after April 8, 2022, through vested Shares they hold in the 401(k) Plan:
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| Name | Shares Held in the 401(k) Plan |
| C. Douglas McMillon | 1,837 |
| John R. Furner | 1,795 |
| M. Brett Biggs | 419 |
| Directors and Executive Officers as a Group (21 persons) | 4,051 |
(2)C. Douglas McMillon also holds 1,900 American Depository Receipts of Wal-Mart de Mexico, S.A.B. de C.V. and 1,200 American Depository Receipts of Massmart Holdings Ltd. These holdings represent less than 1% of each class of security.
(3)The amount shown for S. Robson Walton includes 1,000,891,131 Shares held by Walton Enterprises, LLC and 286,539,635 held by the Walton Family Holdings Trust.
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ANNUAL MEETING INFORMATION |
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What is a proxy statement, and what is a proxy?
A proxy statement is a document that SEC rules require us to provide you when we ask you to vote on certain matters at a meeting of our shareholders or when we ask you to sign a proxy designating certain individuals to vote on those matters on your behalf. A proxy is your legal designation of another person to vote the Shares you own at a meeting of our shareholders. If you designate someone as your proxy in a written document or electronic transmission, that document or electronic transmission is called a proxy. By signing the proxy card we provide to you or by submitting your proxy over the internet or by telephone, you will designate our Chairman and our CEO as your proxies to cast your vote during the 2022 Annual Shareholders’ Meeting. Walmart’s Board is soliciting your proxy to vote your Shares during the 2022 Annual Shareholders’ Meeting and, if necessary or appropriate, any adjournment or postponement thereof. Walmart pays the cost of soliciting your proxy and reimburses brokers and others for forwarding to you the proxy statement, proxy card, or voting instruction form, and Annual Report to Shareholders and, for certain shareholders, the notice of internet availability of our proxy materials.
2022 Annual Shareholders’ Meeting – Virtual Meeting
When is the 2022 annual shareholders’ meeting?
Our annual shareholders’ meeting this year will be a virtual meeting only and will be conducted via live audio webcast beginning at 10:30 a.m. Central Time on Wednesday, June 1, 2022. There will be no physical meeting location. Although our 2022 Annual Shareholders’ Meeting will be held online as a virtual meeting only, shareholders who held Shares as of the record date for the meeting can still participate in the virtual meeting and ask questions about matters that are relevant to the items of business included in the notice of the meeting as set forth on page 3 above.
How can I participate in the 2022 annual shareholders’ meeting?
Shareholders who owned Shares as of the close of business on April 8, 2022 are entitled to participate in the 2022 Annual Shareholders’ Meeting. Other guests may also listen to the live audio webcast by visiting the “Investors” section of our corporate website at http://stock.walmart.com/investors, but such guests may not vote or ask questions during the 2022 Annual Shareholders' Meeting.
Shareholders of record owning Shares at the close of business on April 8, 2022 are entitled to participate in and vote at the meeting. To participate in the meeting, including to vote, ask questions, and view the list of registered shareholders as of the record date during the meeting, shareholders of record should go to the meeting website at www.virtualshareholdermeeting.com/WMT2022, enter the 16-digit control number found on your proxy card or notice of internet availability of our proxy materials, and follow the instructions on the website. If your Shares are held in street name and your voting instruction form or notice of internet availability of our proxy materials indicates that you may vote those Shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the meeting with the 16-digit access code indicated on that voting instruction form or notice of internet availability of our proxy materials. Otherwise, shareholders who hold their Shares in street name should contact their bank, broker, or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the meeting. You will be allowed to log in as early as 30 minutes before the start time on Wednesday, June 1, 2022.
The virtual meeting platform is supported across internet browsers and devices (e.g., desktops, laptops, tablets, and cell phones). If you intend to join the live webcast, you should ensure that you have a strong WiFi or internet connection. We encourage you to access the virtual meeting before it begins, and you should give yourself plenty of time to log in and ensure that you can hear streaming audio prior to the start of the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page.
In the event technical issues or other events delay or disrupt the company’s ability to convene the meeting for longer than 30 minutes, the company will make an announcement on the “Investors” section of our corporate website at http://stock.walmart.com/investors regarding a date, time and place for reconvening the 2022 Annual Shareholders’ Meeting. In the event of disorder, technical malfunction or other significant problem that disrupts the 2022 Annual Shareholders’ Meeting, the chair of the meeting may adjourn, recess, or expedite the 2022 Annual Shareholders’ Meeting, or take such other action as the chair of the meeting determines is appropriate in light of the circumstances.
Annual Meeting Information
How do I ask a question during the 2022 annual shareholders' meeting?
After logging into the meeting, shareholders who held Shares at the close of business on April 8, 2022 may submit questions about the items being voted on by shareholders during the 2022 Annual Shareholders' Meeting or that are otherwise pertinent to the company. Questions submitted must comply with the rules of conduct for the meeting, which will be available to shareholders on the virtual meeting website. Questions from multiple shareholders about the same topic or otherwise generally related may be grouped together, summarized, and answered together at once, and we reserve the right to exclude questions regarding topics that are not pertinent to the meeting, our company, or that are not compliant with the rules of conduct for the meeting. We will endeavor to answer as many pertinent questions as time permits. Responses to pertinent questions that we do not have time to answer during the meeting will be posted to the "Investors" section of our corporate website at http://stock.walmart.com/investors as soon as practicable after the meeting.
If I am unable to participate at the time of the 2022 annual shareholders’ meeting, can I watch or listen at a later time?
If you are unable to participate at the time of the virtual meeting, the audio of the 2022 Annual Shareholders’ Meeting will be available on our corporate website at https://stock.walmart.com/investors for a limited time after the meeting.
Voting
What is the quorum requirement for holding the 2022 annual shareholders’ meeting?
The holders of a majority in voting power of the Shares outstanding and entitled to vote as of the record date for the meeting must be present online at the scheduled time or represented by proxy for business to be transacted at the meeting. As of the close of business on April 8, 2022, the record date for the 2022 Annual Shareholders’ Meeting, Walmart had 2,752,781,875 Shares outstanding.
Who may vote at the 2022 annual shareholders’ meeting?
You may vote during the 2022 Annual Shareholders’ Meeting on Wednesday, June 1, 2022, if you were the holder of record of Shares at the close of business on April 8, 2022, the record date set by the Board for determining those shareholders who are entitled to receive notice of, and to vote on matters at, the 2022 Annual Shareholders’ Meeting. You are entitled to one vote for each director nominee and on each other matter properly presented at the 2022 Annual Shareholders’ Meeting for each Share you owned of record as of close of business on the record date.
If your Shares are registered directly in your name with the company’s transfer agent, Computershare Trust Company, N.A., you are considered a shareholder of record with respect to these Shares. Some shareholders hold Shares through a bank, broker, or other nominee, and are often said to hold these shares in “street name.” These shareholders are considered “beneficial owners” of those Shares. Unless expressly stated otherwise in your voting instruction form or notice of internet availability of our proxy materials, if you held Shares as a beneficial owner in “street name” at the close of business on April 8, 2022, you must obtain a legal proxy, executed in your favor, from the holder of record of those Shares as of that time, to be entitled to be admitted to and participate in the meeting and to vote those Shares during the meeting.
How do I vote?
The process for voting your Shares depends on how your Shares are held. Generally, as discussed above, you may hold Shares as a “record holder” (that is, in your own name) or in “street name” (that is, through a nominee, such as a broker or bank). As explained above, if you hold Shares in “street name,” you are considered to be the “beneficial owner” of those Shares.
Voting by record holders. If you are a record holder, you may submit a proxy with your voting instructions or you may vote during the virtual meeting on Wednesday, June 1, 2022. If you are a record holder and would like to submit your proxy prior to the 2022 Annual Shareholders’ Meeting, you may do so using one of the following four ways:
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go to the website www.proxyvote.com and follow the instructions provided; | | scan the QR code on your proxy card or notice of internet availability of the proxy materials with your mobile device and follow the instructions provided; | | call 1-800-690-6903 using a touch-tone phone (toll charges may apply for calls made from outside the United States) and follow the instructions provided; or | | if you received a proxy card in the mail, complete, sign, date, and mail the proxy card in the return envelope provided to you. |
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Please note that proxies will not be accepted by telephone or internet voting (i.e., before the meeting via www.proxyvote.com) following 11:59 p.m. Eastern Time on May 31, 2022. If you wish to submit a proxy to vote by telephone or internet before the meeting, follow the instructions on your proxy card (if you received a paper copy of the proxy materials) or in the notice of internet availability of the proxy materials. If you received a proxy card in the mail and wish to vote by completing and returning the proxy card via mail, please note that your completed proxy card must be received before the polls close for voting during the 2022 Annual Shareholders’ Meeting on Wednesday, June 1, 2022.
Annual Meeting Information
If you plan to participate in the 2022 Annual Shareholders’ Meeting on Wednesday, June 1, 2022, and you wish to vote during such time, the virtual meeting platform will allow you to vote your Shares during the meeting. Even if you vote by proxy prior to June 1, 2022, you may still participate in the 2022 Annual Shareholders’ Meeting.
Voting by beneficial owners of shares held in “street name.” If your Shares are held in the name of a broker, bank, or other nominee (that is, your Shares are held in “street name”), you should receive separate instructions from the record holder of your Shares describing how to vote your Shares. If your Shares are held in the name of a broker, bank, or other nominee and you want to vote during the virtual meeting, you will need the unique 16-digit control number which appears on the instructions that accompanied the notice of internet availability or the proxy materials that you received or a legal proxy from your broker, bank, or other nominee holder as well as the unique 16-digit control number.
Voting of shares held in the 401(k) plan or the Walmart Puerto Rico 401(k) plan. If your Shares are held through the 401(k) Plan or the Walmart Puerto Rico 401(k) Plan, you must provide instructions on how you wish to vote your Shares held through such plans no later than 11:59 p.m. Eastern Time on May 25, 2022. If you do not provide such instructions by that time, your Shares will be voted by the Retirement Plans Committee of the respective plan in accordance with the rules of the applicable plan.
What are my voting choices for each of the proposals to be voted on during the 2022 annual shareholders’ meeting?
On Wednesday, June 1, 2022, you are voting on the following items:
PROPOSAL NO. 1: ELECTION OF 11 DIRECTORS
Voting choices and board recommendation:
•vote in favor of each nominee;
•vote in favor of one or more specific nominees;
•vote against each nominee;
•vote against one or more specific nominees;
•abstain from voting with respect to each nominee; or
•abstain from voting with respect to one or more specific nominees.
The Board recommends a vote FOR each of the nominees.
PROPOSAL NO. 2: NON-BINDING, ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Voting choices and board recommendation:
•vote in favor of the advisory resolution;
•vote against the advisory resolution; or
•abstain from voting on the advisory resolution.
The Board recommends a vote FOR the advisory resolution.
PROPOSAL NO. 3: RATIFICATION OF EY’s APPOINTMENT AS INDEPENDENT ACCOUNTANTS FOR FISCAL 2023
Voting choices and board recommendation:
•vote in favor of the ratification;
•vote against the ratification; or
•abstain from voting on the ratification.
The Board recommends a vote FOR the ratification.
PROPOSAL NOS. 4-10: SHAREHOLDER PROPOSALS APPEARING IN THIS PROXY STATEMENT, IN EACH CASE, IF PROPERLY PRESENTED AT THE MEETING
Voting choices and board recommendation:
•vote in favor of each shareholder proposal;
•vote against each shareholder proposal;
•vote in favor of one or more shareholder proposals;
•vote against one or more shareholder proposals;
•abstain from voting on one or more shareholder proposals; or
•abstain from voting on all shareholder proposals.
The Board recommends a vote AGAINST each of the shareholder proposals.
Annual Meeting Information
Who counts the votes? Are my votes confidential?
Broadridge will count the votes. The Board has appointed two employees of Broadridge as the inspectors of election. Your proxy card or ballot and voting instructions (including proxies cast by phone, mobile device, or over the internet) will not be disclosed unless the law requires disclosure, you request disclosure, or your vote is cast in a contested election (a “contested election” is explained in more detail below). If you write comments on your proxy card or ballot, your comments will be provided to Walmart by Broadridge, but how you voted will remain confidential.
What vote is required to elect a director at the 2022 annual shareholders’ meeting?
To be elected in an “uncontested election” of directors, which under our Bylaws is an election in which the number of nominees for director is not greater than the number of directors to be elected, a director nominee must receive affirmative votes representing a majority of the votes cast by the holders of Shares present or represented by proxy at the meeting and entitled to vote on the election of directors (a “majority vote”). To be elected in a “contested election” of directors, which our Bylaws define as an election in which the number of nominees for director is greater than the number of directors to be elected, directors will be elected by a plurality of the votes of the holders of Shares present or represented by proxy at the meeting and entitled to vote on the election of directors. We expect the election of directors at the 2022 Annual Shareholders’ Meeting to be an uncontested election.
What happens if a director nominee fails to receive a majority vote in an uncontested election at the 2022 annual shareholders’ meeting?
Any incumbent director who is a director nominee and who does not receive a majority of the votes cast must promptly tender his or her offer of resignation as a director to the Chairman of the Board for consideration by the Board. Each director standing for election at the 2022 Annual Shareholders’ Meeting has agreed to resign, effective upon acceptance of such resignation by the Board, if he or she does not receive a majority of the votes cast. The Board must accept or reject the resignation within 90 days following certification of the shareholder vote in accordance with the procedures established by the Bylaws.
If a director’s resignation offer is not accepted by the Board, that director will continue to serve until our company’s next annual shareholders’ meeting and his or her successor is duly elected and qualified or until the director’s earlier death, resignation, or removal.
Any director nominee who is not an incumbent director and who fails to receive a majority of the votes cast in an uncontested election will not be elected as a director, and a vacancy will be left on the Board. The Board, in its sole discretion, may either fill a vacancy resulting from a director nominee not receiving a majority of the votes cast pursuant to the Bylaws or decrease the size of the Board to eliminate the vacancy.
What vote is required to pass the other proposals at the 2022 annual shareholders’ meeting?
At any meeting at which a quorum has been established, the affirmative vote of the holders of a majority in voting power of the Shares present or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for:
•the adoption of the non-binding, advisory resolution to approve the compensation of our NEOs (Proposal No. 2);
•the ratification of the appointment of EY as Walmart’s independent accountants for fiscal 2023 (Proposal No. 3);
•the approval of each of the shareholder proposals, in each case, if properly presented at the meeting (Proposal Nos. 4-10); and
•any other matters properly presented during the meeting.
What is the effect of an “abstention” or a “broker non-vote” on the proposals to be voted on at the 2022 annual shareholders’ meeting?
Abstentions. A Share proxy or ballot marked “abstain” with respect to any proposal is considered as present and entitled to vote with respect to that proposal, but is not considered a vote cast with respect to that proposal. Therefore, an abstention will not have any effect on the election of directors. Because each of the other proposals requires the affirmative vote of the holders of a majority in the voting power of the Shares present and entitled to vote on each such proposal, an abstention will have the effect of a vote against each of the other proposals.
Broker Non-Votes. A “broker non-vote” occurs if your Shares are not registered in your name (that is, if you hold your Shares in “street name”) and you do not provide the record holder of your Shares (usually a bank, broker, or other nominee) with voting instructions on any matter as to which, under the NYSE rules for member organizations (such as brokers), a broker may not vote without instructions from you, but the broker nevertheless provides a proxy for your Shares. Shares as to which a broker non-vote occurs are considered present for purposes of determining whether a quorum exists, but are not considered “votes cast” or Shares “entitled to vote” with respect to a voting matter. Therefore, a broker non-vote will not have any effect on the outcome of the proposals.
Annual Meeting Information
Under the NYSE rules for member organizations, matters on which a broker may not vote without your instructions are:
•the election of directors;
•the non-binding, advisory vote to approve the compensation of our NEOs; and
•each of the shareholder proposals described in this proxy statement.
Therefore, if your Shares are not registered in your name and you do not provide instructions to the record holder of your Shares regarding Proposal Nos. 1, 2, and 4-10, a broker non-vote as to your Shares will result with respect to these proposals. The ratification of the appointment of independent accountants is a routine item under the NYSE rules for member organizations. As a result, brokers who do not receive instructions from you as to how to vote on Proposal No. 3 generally may, but are not required to, vote your Shares on that matter in their discretion.
If your Shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your Shares to be voted so you may participate in the shareholder voting on these important matters.
What if I do not specify a choice for a proposal when returning a proxy or a voting instruction form?
We urge all shareholders to express their choices on each voting matter described on the proxy card or the voting instruction form, which you will receive from your broker, bank, or other nominee, if your Shares are held in “street name.”
Shares Owned by Record Holders. If you are a record owner of Shares and you sign and return a proxy card, unless you indicate otherwise, the persons named as proxies on the proxy card will vote your Shares: (i) FOR the election of each of the nominees for director named in this proxy statement; (ii) FOR the non-binding advisory resolution to approve the compensation of our NEOs; (iii) FOR the ratification of the appointment of EY as Walmart’s independent accountants for fiscal 2023; and (iv) AGAINST each of the shareholder proposals appearing in this proxy statement, in each case, if properly presented at the meeting. For any other business or matters properly presented at the 2022 Annual Shareholders’ Meeting, the persons named as proxies on the proxy card shall vote in their discretion.
Shares Held in “Street Name” by Beneficial Owners. If you are a beneficial owner of Shares held in “street name” and you sign and return a voting instruction form to your bank, broker, or other nominee (in accordance with the voting instructions provided by such bank, broker, or other nominee), but do not provide instructions regarding how you wish your Shares to be voted on each of the voting matters described in this proxy statement, then a “broker non-vote” will result with respect to your Shares regarding:
•the election of each of the nominees for director named in this proxy statement;
•the non-binding, advisory resolution to approve the compensation of our NEOs;
•each of the shareholder proposals appearing in this proxy statement; and
•any other matters properly presented at the meeting.
Banks, brokers, and other nominees who do not receive instructions from you regarding the ratification of the appointment of independent accountants generally may, but are not required to, vote on that matter in their discretion.
I completed and returned my proxy card, but I have changed my mind about how I want to vote. Can I revoke my proxy and change my vote?
Yes, if you are a record holder, you may revoke a previously submitted proxy and change your vote by:
•delivering a written notice of revocation to Walmart’s Corporate Secretary at 702 Southwest 8th Street, Bentonville, Arkansas 72716-0215 before the polls close for voting during the 2022 Annual Shareholders’ Meeting;
•signing a proxy bearing a later date than the proxy being revoked and delivering it to Walmart’s Corporate Secretary at the address provided in the Notice of 2022 Annual Shareholders’ Meeting included in this proxy statement before the polls close for voting during the 2022 Annual Shareholders’ Meeting;
•submitting a proxy bearing a later date via the internet (i.e., before the meeting via www.proxyvote.com) or by telephone not later than 11:59 p.m. Eastern Time on May 31, 2022; or
•voting your Shares while logged in and participating in the 2022 Annual Shareholders’ Meeting.
If your Shares are held in street name through a broker, bank, or other nominee, you should contact the record holder of your Shares regarding how to revoke your voting instructions.
Annual Meeting Information
Proxy Materials
Why did I receive a notice regarding the internet availability of the proxy materials instead of a paper copy of the proxy materials?
Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Shareholders’ Meeting to be held on Wednesday, June 1, 2022. This year, we are again taking advantage of the SEC’s rules that allow us to furnish our proxy materials over the internet. As a result, we are mailing to many of our shareholders a notice of internet availability of the proxy materials, rather than a full paper set of the proxy materials.
This notice of internet availability includes instructions on how to access our proxy materials on the internet, as well as instructions on how shareholders may obtain a paper copy of the proxy materials by mail or a printable copy electronically. Shareholders who have affirmatively requested electronic delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. All other shareholders, including shareholders who have previously requested to receive a paper copy of the materials, will receive a full paper set of the proxy materials by mail.
This distribution process will contribute to our sustainability efforts and will reduce the costs of printing and distributing our proxy materials.
How can I access the proxy materials over the internet? Can I elect to receive proxy materials for future annual meetings electronically? How can I request a paper copy of the proxy materials?
Accessing the Proxy Materials on the Internet. You can access the proxy statement and the Annual Report to Shareholders in the “Investors” section of Walmart’s corporate website at http://stock.walmart.com/annual-reports. In accordance with the SEC’s rules, we do not use software that identifies visitors accessing our proxy materials on our website.
Electing to Receive Proxy Materials for Future Annual Shareholders’ Meetings Electronically. If you wish to join in Walmart’s sustainability efforts, you can instruct Walmart to deliver its proxy materials for future annual shareholders’ meetings to you electronically by email. If you choose to access future proxy materials electronically, you will receive an email with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials electronically will remain in effect until you terminate it. You may choose this method of delivery in the “Investors” section of Walmart’s corporate website at http://stock.walmart.com/annual-reports.
Obtaining a Paper Copy of the Proxy Materials. If you received a notice regarding the internet availability of the proxy materials, then you will find instructions about how to obtain a paper copy of the proxy materials and the Annual Report to Shareholders in your notice. If you received an email notification as to the availability of the proxy materials, then you will find instructions about how to obtain a paper copy of the proxy materials and the Annual Report to Shareholders as part of that email notification. We will mail a paper copy of the proxy materials and the Annual Report to Shareholders to all shareholders to whom we do not send a notice of availability or an email notification regarding the internet availability of the proxy materials.
What should I do if I receive more than one notice of, or email notification about, the internet availability of the proxy materials or more than one paper copy of the proxy materials?
Some shareholders may receive more than one notice of internet availability, more than one email notification, or more than one paper copy of the proxy materials, including multiple proxy cards.
For example, if you hold your Shares in more than one brokerage account, then you may receive a separate notice of internet availability, a separate email notification, or a separate voting instruction form for each brokerage account in which you hold Shares. If you are a shareholder of record and your Shares are registered in more than one name, then you may receive a separate notice of internet availability, a separate email notification, or a separate set of paper proxy materials and proxy card for each name in which you hold Shares. To vote all of your Shares, you must complete, sign, date, and return each proxy card you receive or submit a proxy to vote the Shares to which each proxy card relates by telephone, internet, or mobile device as described above, or vote online and while logged in during the meeting as described above.
If you have Shares held in one or more “street names,” then you must complete, sign, date, and return to each bank, broker, or other nominee through which you hold Shares each voting instruction form received from that bank, broker, or other nominee (or obtain a proxy from each such nominee holder if you wish to vote during the 2022 Annual Shareholders’ Meeting).
Annual Meeting Information
What is householding, and how can I enroll or opt-out?
If you are a beneficial owner of Shares, your bank, broker, or other nominee may deliver a single set of proxy materials to any household at which two or more shareholders reside unless contrary instructions have been received from you. This procedure, referred to as householding, reduces the volume of duplicate materials shareholders receive and reduces mailing expenses.
Shareholders may revoke their consent to future householding mailings or enroll in householding by contacting their bank, broker, or other nominee. Alternatively, if you wish to receive a separate set of proxy materials for the 2022 Annual Shareholders’ Meeting or future shareholders’ meetings, we will deliver them promptly upon request made by contacting the Global Investor Relations team by any of the means described on page 31 above.
When will the company announce the voting results?
We expect to report the preliminary voting results in a press release on the afternoon of June 1, 2022, which will be available on our corporate website. We will report the official voting results in a filing with the SEC on or before June 7, 2022.
Shareholder Submissions for the 2023 Annual Shareholders’ Meeting
If you wish to submit a shareholder proposal or nomination for possible inclusion in our proxy statement relating to our 2023 Annual Shareholders’ Meeting, send the proposal or nomination, by registered, certified, or express mail to:
Gordon Y. Allison,
Senior Vice President, Office of the Corporate Secretary, Chief Counsel for Finance and Corporate Governance
Walmart Inc.
702 Southwest 8th Street
Bentonville, Arkansas 72716-0215
Any shareholder proposal, other business, or nomination received by the company after the applicable date will not be included in the company’s proxy statement or on the agenda relating to such annual shareholders’ meeting.
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Submissions for inclusion in our 2023 proxy materials relating to our 2023 Annual Shareholders’ Meeting* | Must be delivered to or mailed and received at the company’s principal executive offices: |
Nomination of one or more director nominees to be included in our 2023 proxy statement submitted under the proxy access provision of our Bylaws*** | no earlier than close of business on November 22, 2022** and no later than close of business on December 22, 2022** |
Shareholder proposals submitted under SEC Rule 14a-8 to be included in our 2023 proxy statement | no later than close of business on December 22, 2022 |
* Shareholder proposals submitted for inclusion in the company’s proxy statement relating to an annual shareholders’ meeting must comply with all requirements of SEC Rule 14a-8. Nomination of a director nominee to be included in the company’s proxy statement under the proxy access provision of our Bylaws must comply with all of the requirements of our Bylaws.
** Assumes this proxy statement is first released to shareholders on April 21, 2022. Under our Bylaws, if the date of the 2023 Annual Shareholders’ Meeting is more than 30 days before, or more than 60 days after June 1, 2023, then notice must be delivered to or mailed and received at Walmart’s principal executive offices not more than 150 days prior to the date of the 2023 Annual Shareholders’ Meeting nor less than the later of: (i) 120 days prior to the date of the 2023 Annual Shareholders’ Meeting; or (ii) the tenth day following the day on which a public announcement of the 2023 Annual Shareholders’ Meeting is made.
*** See below for applicable deadlines regarding submissions of nominations or business under our Bylaws other than through proxy access (which is noted above).
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Other business to be considered at our 2023 Annual Shareholders’ Meeting* | Must be delivered to or mailed and received at the company’s principal executive offices: |
Any other business submitted for consideration at our 2023 Annual Shareholders’ Meeting (pursuant to the advance notice provision of our Bylaws) which will not be included in our 2023 proxy statement** | no earlier than close of business on February 1, 2023** and no later than close of business on March 3, 2023** |
* Each such submission or nomination must be submitted by a shareholder of record and comply with the requirements of the applicable provisions of our Bylaws.
** Assumes the 2022 Annual Shareholders’ Meeting is held on June 1, 2022. Under our Bylaws, if the date of the 2023 Annual Shareholders’ Meeting is held more than 30 days before, or more than 60 days after June 1, 2023, then notice must be delivered to or mailed and received at Walmart’s principal executive offices not more than 120 days prior to the date of the 2023 Annual Shareholders’ Meeting nor less than the later of: (i) 90 days prior to the date of the 2023 Annual Shareholders’ Meeting; or (ii) the tenth day following the day on which a public announcement of the 2023 Annual Shareholders’ Meeting is made. In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the company's nominees must provide the notice required under SEC Rule 14a-19 no later than April 2, 2023, or not later than the date that is 60 days prior to the one-year anniversary of the 2022 Annual Shareholders' Meeting if such meeting takes place on any day other than June 1, 2022.
Annual Meeting Information
To review the applicable notice requirements contained in our Bylaws, visit our corporate website at http://stock.walmart.com/ investors/corporate-governance/governance-documents. The Board periodically reviews the Bylaws and approves amendments as it deems appropriate. Any amendments to the Bylaws will be reported in a filing with the SEC, as required by Form 8-K, and the amended Bylaws will be filed as an exhibit to an SEC filing and posted on our corporate website at the web address above.