Series of Changes at the 2016 Annual
Shareholders’ Meeting to Strengthen the Board for Opportunities
Ahead as Walmart Adapts to Evolving Customer Needs
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160420006592/en/
Wal-Mart Stores, Inc.Media Relations ContactRandy Hargrove,
800-331-0085orInvestor Relations ContactKary Brunner,
479-277-8782
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