UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
|
|
Filed by the Registrant
|
|
Filed by a Party other than the Registrant
|
Check the appropriate box:
|
|
Preliminary Proxy Statement
|
|
CONFIDENTIAL,
FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
|
|
Definitive Proxy Statement
|
|
Definitive Additional Materials
|
|
Soliciting Material Pursuant to §240.14a-12
|
WAL-MART STORES, INC.
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
No fee required.
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
Title of each class of securities to which transaction applies:
|
|
(2)
Aggregate number of securities to which transaction applies:
|
|
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
Proposed maximum aggregate value of transaction:
|
|
(5)
Total fee paid:
|
|
Fee paid previously with preliminary materials.
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
Amount Previously Paid:
|
|
(2)
Form, Schedule or Registration Statement No.:
|
|
(3)
Filing Party:
|
|
(4)
Date Filed:
|
Walmart Positions Board of Directors
for the Future
Series of Changes at the 2016 Annual Shareholders’
Meeting to Strengthen the Board
for Opportunities Ahead as Walmart Adapts to Evolving Customer Needs
BENTONVILLE, Ark., April 20, 2016
– Wal
-Mart
Stores, Inc. (NYSE: WMT) today announced changes to its Board of Directors designed to strengthen the board for the future, while
maintaining its independence, diverse backgrounds of directors and breadth of experience. The changes include ordinary-course retirements
of four board members and a reduction in the size of the board
to maximize its effectiveness in supporting the company’s
strategy. They
will take effect following the company's Annual Shareholders’ Meeting
on June 3, 2016 in Bud Walton Arena on the University of Arkansas campus in Fayetteville, Ark.
Current board members
Aida
Alvarez, Roger Corbett, Mike Duke and Jim Walton, will not stand for re-election
at the company's
Annual Shareholders’ Meeting. The company also announced that as part of the board’s succession planning, the board
has nominated Steuart Walton for election to the Walmart board. These changes will reduce the number of directors serving on the
board from 15 to 12 directors.
“The contributions of each of our four retiring board members
cannot be overstated, and we wish them all continued success in the future,” said Greg Penner, Chairman of the Board of Directors.
“With these retirements, we view this as a time to make our board more nimble, while maintaining its independence and further
aligning
on Walmart’s strategic priorities
. Our board has the right skills and
expertise to support the company’s strategy. We continue to believe that the value, quality and diversity of our directors
are some of Walmart’s greatest strategic assets.”
With the proposed changes,
the Walmart board will maintain its current independent majority at 67 percent. The board’s 12 nominees, if elected, represent
an effective mix of deep company knowledge and fresh perspectives, including five independent board members added over the past
four years. Walmart has placed a focus on technology with the additions of Marissa Mayer, president and CEO of Yahoo! Inc., and
Kevin Systrom, CEO and co-founder of Instagram. In addition, Penner, appointed board chairman in 2015, provides extensive expertise
in technology, finance and international business.
James I. Cash, Jr., Lead Independent Director, stated, “The
changes we are making are designed to maximize our effectiveness as we adapt to ever-evolving customer requirements. We believe
that board refreshment and succession planning are critical and demonstrate good corporate governance practices, but also and most
importantly, support our mission to broaden and improve how we are serving customers through both stores and e-commerce.”
About Aida Alvarez
Alvarez is rotating off of
the board after a decade of service, consistent with Walmart’s corporate governance guidelines.
Alvarez began serving on the board in 2006 and was a member of the Audit Committee, the Compensation, Nominating
and Governance Committee, as well as the Technology and eCommerce Committee during her tenure. She was Administrator of the U.S.
Small Business Administration and a member of President Clinton’s Cabinet from 1997 to 2001. Alvarez was the founding director
of the Office of Federal Housing Enterprise Oversight, the financial regulator of Fannie Mae and Freddie
Mac, from 1993 to 1997, and
prior to that was a vice president in public finance at First Boston and Bear, Stearns & Co., Inc. She currently serves
as a director of HP Inc. and formerly served as a director of MUFG Americas Holdings Corporation, MUFG Union Bank N.A. and PacifiCare
Health Systems, Inc. (now United Healthcare).
“We would like to thank
Aida for her invaluable service to Walmart, her commitment to associates and also for her contributions throughout her career in
public policy, philanthropy and as a champion for diversity and inclusion,” said Penner. “She has always been an advocate
of strong corporate governance, and the board will miss her expertise and insights.”
About Roger Corbett
Corbett joined the Walmart
board in 2006 and is also rotating off of the board, consistent with Walmart’s corporate governance guidelines.
Corbett is the retired CEO and group managing director of Woolworths
Limited, based in Australia. He is a former founding director of Outback Stores, a commercial venture supported by the government
to provide retail facilities for communities in remote Australia, and until recently was a director of The Reserve Bank of Australia,
the chairman of Fairfax Media Limited and the chairman of PrimeAg Australia. He is also the chairman of Mayne Pharma Group Limited.
Corbett has served on the Strategic Planning and Finance Committee.
“Roger’s industry expertise in retail and merchandising
has been an outstanding asset to our board. We have greatly appreciated his unique insight in successfully managing multinational
corporations. He has demonstrated leadership in the roles he assumed, the key contributions he has made and his commitment
to our shareholders,” Penner said.
About Mike Duke
Duke’s retirement from
the board is in line with Walmart’s historical practice for its prior CEOs’ board membership.
Duke was president and CEO of Wal-Mart Stores, Inc., from 2009 to
2014. Starting in 1995, he led the logistics, distribution and administration divisions, as well as Walmart U.S. From 2005 to 2009,
he served as vice chairman, with responsibility for Walmart International. Prior to joining Walmart, Duke spent 23 years in the
retail industry with Federated Department Stores and May Department Stores. He joined the Walmart board in 2008 and was a member
of the Strategic Planning and Finance Committee.
“Walmart has benefited from Mike’s leadership for more
than 20 years,” said Penner. “His professionalism and integrity and his perspective and guidance have helped lead Walmart
to the path it is on today in areas that have included talent, technology,
diversity, social and environmental issues and serving customers through both our online and in-store businesses.”
About Jim Walton
Jim Walton’s retirement
from the board and the nomination of Steuart Walton, his son, mark a leadership transition to the next generation of Walton family
representation. Jim Walton served on the board for over 10 years and was a member of the Technology and eCommerce Committee, as
well as the Strategic Planning and Finance Committee during his tenure. Jim Walton is chairman and CEO of Arvest Bank Group, Inc.,
a group of banks operating in Arkansas, Kansas, Missouri and Oklahoma. Until recently, he served as chairman of Community Publishers,
Inc., which operated newspapers in Arkansas, Missouri and Oklahoma.
“We would like to thank Jim for his many contributions to our board for over a decade and his personal
commitment as a board member to doing what is best for Walmart, our associates and shareholders as we build on the company’s
success now and in the years to come. He has proudly
carried on the legacy of Sam Walton and that stands to continue with
the nomination of Steuart Walton to take his place,” Penner said.
About Steuart L. Walton
Steuart L. Walton is the Chief Executive Officer of Game Composites,
Ltd., a company he founded in 2013 that designs and builds small composite aircraft. He previously worked for the London office
of Allen & Overy, LLP handling matters related to debt and equity offerings by non-U.S. entities. He also worked for Walmart
International, focusing on mergers and acquisitions.
Historically, three members of the Walton family have been members
of the company’s board. The Compensation, Nominating and Governance Committee and board believe this is appropriate given
the Walton family’s significant and long-term equity ownership, and that Steuart Walton is qualified in light of his skills
and background.
“We are pleased that Steuart has been nominated to join our
company’s board,” said Penner. “Given his strong history and familiarity with Walmart, he clearly understands
the company’s mission and vision as he is prepared to carry on the next generation of family leadership. His career in law
and his experience as an entrepreneur will allow him to bring valuable insight to our board.”
Annual Shareholders’ Meeting
Walmart’s Board of Directors will consist of 12 members if all nominees are elected
at Walmart’s Annual Shareholders’ Meeting on June 3. Those standing for election and for re-election to the board
include: Greg Penner, Jim Cash, Pam Craig, Tim Flynn, Tom Horton, Marissa Mayer, Doug McMillon, Steve Reinemund, Kevin Systrom,
Rob Walton, Steuart Walton and Linda Wolf.
For more information regarding
the board's nominees for election at the company's 2016 Annual Shareholders' Meeting, as well as other matters to be considered
at the meeting, please see http://news.walmart.com/events/walmart-shareholders-meeting-2016.
About Walmart
Wal-Mart Stores,
Inc. (NYSE: WMT) helps people around the world save money and live better - anytime and anywhere - in retail stores, online, and
through their mobile devices. Each week, nearly 260 million customers and members visit our 11,528 stores under 72 banners in
28 countries and e-commerce websites in 11 countries. With fiscal year 2016 revenue of $482.1 billion, Walmart employs approximately
2.3 million associates worldwide. Walmart continues to be a leader in sustainability, corporate philanthropy and employment opportunity.
Additional information about Walmart can be found by visiting http://corporate.walmart.com on
Facebook at http://facebook.com/walmart and on Twitter at http://twitter.com/walmart.
# # #
Media Relations Contact
Randy Hargrove, 800-331-0085 or
Investor Relations Contact
Kary Brunner, 479-277-8782
Walmart (NYSE:WMT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Walmart (NYSE:WMT)
Historical Stock Chart
From Apr 2023 to Apr 2024