UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 5, 2017
Wal-Mart Stores, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-06991
71-0415188
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
702 S.W. 8th Street
Bentonville, Arkansas 72716
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(479) 273-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)    On December 5, 2017, Wal-Mart Stores, Inc. (the “Company”) filed with the Delaware Secretary of State an amendment to the Company’s Certificate of Incorporation (the “Certificate”) to change the legal name of the Company from Wal-Mart Stores, Inc. to Walmart Inc., effective as of February 1, 2018. When the Company’s new legal name becomes effective, the Company will amend its Amended and Restated Bylaws and compensatory plans in order to conform with the new legal name.

Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits

The following documents are filed as an exhibit to this Current Report on Form 8-K:  

    





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 6, 2017
WAL-MART STORES, INC.
 
 
 
 
By:
/s/ Gordon Y. Allison
 
Gordon Y. Allison
 
Vice President and General Counsel, Corporate





CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WAL-MART STORES, INC.
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Wal-Mart Stores, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1.      The Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended solely to reflect a change in the name of the Corporation by deleting Article FIRST thereof and inserting the following in lieu thereof:
“FIRST. The name of the Corporation is Walmart Inc.”
2.      The Board of Directors of the Corporation has adopted a resolution approving and declaring advisable the amendment described herein in accordance with the provisions of Section 242(b)(1) of the General Corporation Law of the State of Delaware.
3.      The amendment described herein has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4.      This Certificate of Amendment shall become effective on February 1, 2018 at 12:05 a.m. Eastern Time.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 5 th day of December, 2017.
WAL-MART STORES, INC.
 
 
 
 
By:
/s/ Gordon Y. Allison
 
Gordon Y. Allison
 
Vice President and General Counsel, Corporate





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Walmart changes its legal name to reflect how customers want to shop

BENTONVILLE, Ark., Dec. 6, 2017 - Reflecting its growing status as an omni-channel retailer Walmart today announced plans to change the company’s legal name from Wal-Mart Stores, Inc. to Walmart Inc. effective Feb. 1, 2018. The name change chiefly demonstrates the company’s growing emphasis on serving customers seamlessly however they want to shop: in stores, online, on their mobile device, or through pickup and delivery.
“Our customers know us as Walmart and today they shop with us not only in our stores but online and with our app as well,” said Doug McMillon, Walmart president and CEO. “While our legal name is used in a limited number of places, we felt it was best to have a name that was consistent with the idea that you can shop us however you like as a customer. Looking ahead, we’ll continue to invest in and strengthen our stores around the world and expand our eCommerce capabilities as we help save customers’ time and money. As time goes on, customers will increasingly just think of and see one Walmart.”
Walmart operates under nearly 60 different banners around the world, including eCommerce sites, and has more than 11,600 stores and clubs in 28 countries. The company opened its first international location in Mexico City in 1991 and launched Walmart.com in 2000. Walmart will continue to trade on the NYSE as WMT and the company name should be referenced as Walmart.
Walmart’s formal legal name when it incorporated on Oct. 31, 1969, was Wal-Mart, Inc. It was changed to Wal-Mart Stores, Inc., on Jan. 9, 1970 and has remained in place the past 47 years since Walmart went public that same year. The company has been using the current Walmart logo in its operations since June 2008.
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, over 260 million customers and members visit our more than 11,600 stores under nearly 60 banners in 28 countries and eCommerce websites. With fiscal year 2017 revenue of $485.9 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 .

Investor Relations contact
Steve Schmitt (479) 258-7172

Media Relations contact
Randy Hargrove (800) 331-0085
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