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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 | |||||||
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MESSAGE FROM OUR CHAIRMAN | |||||
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Dear Fellow Shareholders: In last year’s letter, I highlighted some of the ways in which the COVID-19 pandemic had accelerated many customer trends we had already been focused on. Looking back at the past year, I am even more confident in our strategy going forward. As it always has, our strategy starts with putting the customer first, by running great stores and offering seamless delivery and pickup services, all while maintaining our focus on everyday low prices. That is enabling us to diversify our business model and deepen our relationships with our customers. We continue to expand our flywheel model by broadening offerings such as financial services, health and wellness, marketplace, fulfillment, last-mile delivery, and advertising. We are committed to doing all this in a way that drives long-term shareholder value by creating shared value for all of our stakeholders, including customers, associates, suppliers, business partners, and communities. In late 2020, we set a goal to become a regenerative company - one that works to restore, renew, and replenish in addition to preserving our planet, and encourages others to do the same. The Board reinforced this commitment in 2021 when it adopted Walmart's Statement on Climate Policy, which sets forth our key goals and strategies for climate action. None of this would be possible without the dedication and creativity of our associates. We continue to invest in our associates, and since 2015, we raised minimum starting wages by more than 65% for our hourly associates in the U.S. We also continue to invest in training and development, and in 2021 announced that we will pay 100% of college tuition and books for eligible associates enrolled in Live Better U. Your Board is highly engaged in overseeing our strategic transformation during this time of rapid change. I am confident that the Board has the right mix of diverse skills, experience, and backgrounds to serve as a strategic asset for our company, and is well-positioned to continue to guide us in the years to come. Thank you for your continued support of Walmart, and I encourage you to attend our virtual shareholders’ meeting. Regardless of whether you are able to join us live virtually for the 2022 Annual Shareholders’ Meeting, your views are important to us, and I encourage you to vote your Shares as described on page 104. Sincerely, ![]() Gregory B. Penner, Chairman | ![]() |
2022 Proxy Statement | 1 |
MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR | |||||
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Dear Fellow Shareholders: As I look back at my four years as your Lead Independent Director, I have seen first-hand that your Board’s engagement and commitment to robust oversight is a key to driving sustainable, long-term value through a period of rapid change. I believe this commitment has served us well during the extraordinary challenges of the past two years. As Walmart’s transformation continues to accelerate, the skills, qualifications, experience, and backgrounds that the Board needs to maximize its effectiveness will continue to evolve. Our Board conducts a rigorous succession planning process, which has resulted in four new independent directors - including female and diverse directors - joining the Board in the last five years. Our 12-year term limits for independent directors promote a disciplined director refreshment process and give us visibility into future Board turnover, which we believe is an advantage in Board succession planning. We believe this approach to Board refreshment has resulted in a diverse and highly skilled Board with the right mix of perspectives, experience, and tenures to guide us through this exciting time. Your Board actively seeks and values feedback from shareholders and other stakeholders. Since our 2021 Annual Shareholders’ Meeting, we have engaged with shareholders representing approximately 490 million Shares on topics including strategy, governance, compensation, sustainability, human capital management, and diversity, equity and inclusion. This feedback is regularly shared with the Nominating and Governance Committee of the Board, which I chair, and has helped inform our decision-making and shape the disclosure in this proxy statement. We are also committed to ensuring that our compensation program continues to be tied to performance in a way that supports our strategy during this period of rapid change. The Board’s Compensation and Management Development Committee regularly reviews our incentive plan design and performance metrics to ensure that they promote strong operating results while enabling investments that support our ongoing transformation. You can learn more about our executive compensation program in the CD&A beginning on page 41. Thank you for your investment in Walmart, and I encourage you to attend our virtual shareholders' meeting. The Board continues to work to represent your interests and earn your trust. Sincerely, ![]() Thomas W. Horton, Lead Independent Director | ![]() |
2 | ![]() | www.walmart.com |
NOTICE OF 2022 ANNUAL SHAREHOLDERS’ MEETING | |||||
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How to Attend the Virtual Shareholders' Meeting | |||||
Virtual Shareholders’ Meeting at: www.virtualshareholdermeeting.com/WMT2022 Like prior years, our 2022 Annual Shareholders’ Meeting will be held in a virtual meeting format only with no physical location. Shareholders who held Shares as of the record date may attend the meeting online by logging in at: www.virtualshareholdermeeting.com/WMT2022 on the date and time provided in this notice. You will not be able to attend the meeting in person. The live audio webcast for the meeting will begin promptly at 10:30 a.m., Central Time on Wednesday, June 1, 2022. Please see pages 103-107 for additional information about how to access, vote, examine the list of shareholders, and submit questions during the meeting. For shareholders of record who are entitled to attend the meeting, the list of shareholders of record will be available during the meeting at www.virtualshareholdermeeting.com/WMT2022. | Who Can Vote The record date for the 2022 Annual Shareholders’ Meeting is April 8, 2022. This means that you are entitled to receive notice of the meeting and vote your Shares held as of that date during the meeting if you were a shareholder of record as of the close of business on April 8, 2022. |
Items of Business | |||||
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To elect as directors the 11 nominees identified in this proxy statement. | To vote on a non-binding, advisory resolution to approve the compensation of Walmart’s named executive officers. | To ratify the appointment of Ernst & Young LLP as the company’s independent accountants for the fiscal year ending January 31, 2023. | To vote on the 7 shareholder proposals described in the accompanying proxy statement, if properly presented at the meeting. | |||||||||||||||||||||||||||||||||||||||||
(PAGE 8) ➔ | (PAGE 40) ➔ | (PAGE 77) ➔ | (PAGE 82) ➔ | |||||||||||||||||||||||||||||||||||||||||
Vote | ![]() | Vote | ![]() | Vote | ![]() | Vote | ![]() | |||||||||||||||||||||||||||||||||||||
each Shareholder Proposal |
How to Cast Your Vote ➔ (PAGE 104) | |||||
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INTERNET (BEFORE THE MEETING) www.proxyvote.com | CALL 1-800-690-6903 | MOBILE DEVICE Scan the QR code on your proxy card, notice of internet availability of proxy materials, or voting instruction form | MAIL Mail your signed proxy card or voting instruction form | DURING THE VIRTUAL MEETING Please see pages 103-107 for details about how to attend and vote your Shares during the virtual meeting. | ||||||||||||||||||||||
This proxy statement and our Annual Report to Shareholders for the fiscal year ended January 31, 2022, are available in the “Investors” section of our corporate website at http://stock.walmart.com/annual-reports. |
2022 Proxy Statement | 3 |
PROXY VOTING SUMMARY | |||||
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You have received these proxy materials because the Board is soliciting your proxy to vote your Shares during the 2022 Annual Shareholders’ Meeting or any adjournment or postponement thereof. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote your Shares, and you should read the entire proxy statement carefully before voting. Page references (“XX”) are supplied to help you find further information in this proxy statement. Please refer to the Table of Abbreviations beginning on page 111 for the meaning of certain terms used in this summary and the rest of this proxy statement. This proxy statement and the related proxy materials were first released to shareholders and made available on the internet on April 21, 2022. Shareholders who held Shares as of the close of business on the record date can attend the virtual meeting at www.virtualshareholdermeeting.com/WMT2022. | ||||||||||||||
PROPOSAL NO. 1 Election of Directors (page 8) ➔ | ![]() | |||||||||||||
Board Demographics | ||||||||||||||
Age 55 years Median Age Tenure •8 years Median Tenure •12-year term limit for Independent Directors •4 nominees were appointed in the last 5 years; 3 of whom are women or racially/ethnically diverse | Highly Engaged Board •Actively involved in Walmart’s strategic transformation •98% overall attendance rate at Board and Board committee meetings during fiscal 2022 •5 Board and 19 Board committee meetings during fiscal 2022 | Independence •7 of 11 nominees are independent and 10 of 11 nominees are non-management •All members of the Audit Committee; Compensation and Management Development Committee; and Nominating and Governance Committee are independent •Robust Lead Independent Director role | ||||||||||||
Relevant Skills and Experience The nominees possess a balance of distinguished leadership, diverse perspectives, strategic skill sets, and professional experience relevant to our business and strategic objectives, including: | ||||||||||||||
Senior Leadership Experience | Retail Experience | |||||||||||||
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Finance, Accounting, or Financial Reporting Experience | Global or International Business Experience | |||||||||||||
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Regulatory, Legal, or Risk Management Experience | Technology or eCommerce Experience | |||||||||||||
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Women | Marketing or Brand Management Experience | |||||||||||||
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Racially/ethnically diverse | ||||||||||||||
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![]() | The Board recommends a vote FOR each director nominee. |
4 | ![]() | www.walmart.com |
PROPOSAL NO. 2 Advisory Vote to Approve Named Executive Officer Compensation (page 40) ➔ | ![]() |
Compensation Aligned with Performance •Executive compensation program aligned with our strategy and heavily tied to performance •More than 75% of our CEO’s fiscal 2022 target total direct compensation was based on achieving goals related to operating income, sales, and ROI Fiscal 2022 Total Direct Compensation (at target) ![]() | ||
![]() | The Board recommends a vote FOR this proposal. |
2022 Proxy Statement | 5 |
PROPOSAL NO. 3 Ratification of Independent Accountants (page 77) ➔ | ![]() | PROPOSALS NO. 4-10 Shareholder Proposals, in each case, if properly presented at the meeting (page 82) ➔ | ![]() | |||||||||||
Quality, Experienced Independent Audit Firm •Ernst & Young LLP is an independent registered accounting firm with significant experience on Walmart’s audit. •The firm’s expertise and fees are appropriate for the breadth and complexity of our company’s global operations. | Each shareholder proposal included in this proxy statement is followed by Walmart’s response. For the reasons set forth in Walmart’s responses, the Board recommends a vote AGAINST each shareholder proposal, if properly presented at the meeting. | |||||||||||||
![]() The Board recommends a vote FOR this proposal. | ![]() The Board recommends a vote AGAINST each shareholder proposal. |
6 | ![]() | www.walmart.com |
TABLE OF CONTENTS | |||||
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Proposal No. 4 Report on Animal Welfare Practices | |||||
2022 Proxy Statement | 7 |
PROPOSAL NO. 1 ELECTION OF DIRECTORS | |||||
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What am I voting on? You are voting to elect each nominee named below as a director of Walmart for a one-year term. If you return your proxy, your proxy holder will vote your Shares FOR the election of each Board nominee named below unless you instruct otherwise. If the shareholders elect all the director nominees named in this proxy statement at the 2022 Annual Shareholders’ Meeting, Walmart will have 11 directors. Each director nominee named in this proxy statement has consented to act as a director of Walmart if elected. If a nominee becomes unwilling or unable to serve as a director, your proxy holder will have the authority to vote your Shares for any substitute candidate nominated by the Board, or the Board may decrease the size of the Board. | ||
Board Committees: | l | Chair | l | Member |
![]() | Audit | ![]() | Nominating and Governance | ![]() | Technology and eCommerce | ||||||||||||
![]() | Compensation and Management Development | ![]() | Strategic Planning and Finance |
![]() | Cesar Conde Independent Chairman of NBCUniversal News Group Age 48 | Director Since 2019 Other Public Company Boards 1 ![]() | ![]() | Carla Harris Independent Senior Client Advisor, Morgan Stanley Age 59 | Director Since 2017 Other Public Company Boards 1 ![]() | ||||||||
![]() | Tim Flynn Independent Retired Chairman and CEO, KPMG Age 65 | Director Since 2012 Other Public Company Boards 2 ![]() | ![]() | Tom Horton Lead Independent Director Partner, Global Infrastructure Partners; and retired Chairman, American Airlines Age 60 | Director Since 2014 Other Public Company Boards 1 ![]() | ||||||||
![]() | Sarah Friar Independent CEO and Director, Nextdoor Holdings, Inc. Age 49 | Director Since 2018 Other Public Company Boards 2 ![]() | ![]() | Marissa Mayer Independent Co-founder and CEO, Sunshine Products, Inc.; and Former President and CEO, Yahoo! Inc. Age 46 | Director Since 2012 Other Public Company Boards 0 ![]() | ||||||||
8 | ![]() | www.walmart.com |
Independence | Highly Engaged Board ![]() ![]() ![]() Thoughtful Board Refreshment ![]() ![]() ![]() ![]() | |||||||||||||||||||
64% Independent | ||||||||||||||||||||
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Age | ||||||||||||||||||||
55 years | 56 years | |||||||||||||||||||
BOARD NOMINEE MEDIAN AGE | BOARD NOMINEE AVERAGE AGE | |||||||||||||||||||
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Gender | Racial/Ethnic Diversity | |||||||||||||||||||
27% Female | 18% Racially/Ethnically Diverse | |||||||||||||||||||
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Tenure | ||||||||||||||||||||
8 years | 10 years | |||||||||||||||||||
BOARD NOMINEE MEDIAN TENURE | BOARD NOMINEE AVERAGE TENURE | |||||||||||||||||||
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![]() | Doug McMillon President and CEO, Walmart Age 55 | Director Since 2013 Other Public Company Boards 0 | ![]() | Rob Walton Retired Chairman, Walmart Age 77 | Director Since 1978 Other Public Company Boards 0 ![]() | |||||||||||
![]() | Greg Penner Non-Executive Chairman General Partner, Madrone Capital Partners Age 52 | Director Since 2008 Other Public Company Boards 0 | ![]() | Steuart Walton Founder and Chair, RZC Investments Age 40 | Director Since 2016 Other Public Company Boards 0 ![]() | |||||||||||
![]() | Randall Stephenson Independent Retired Executive Chair and CEO, AT&T Age 61 | Director Since 2021 Other Public Company Boards 0 ![]() | |||||||||||||
2022 Proxy Statement | 9 |
10 | ![]() | www.walmart.com |
Experience and Skills Relevant to the Successful Oversight of our Strategy | Experience and Skills Relevant to Effective Oversight and Governance | |||||||||||||||||||||||||||||||
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Director Nominee | Retail | Global or International Business | Technology or eCommerce | Marketing or Brand Management | Senior Leadership | Finance, Accounting, or Financial Reporting | Regulatory, Legal, or Risk Management | |||||||||||||||||||||||||
![]() | Cesar Conde | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
![]() | Tim Flynn | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
![]() | Sarah Friar | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
![]() | Carla Harris | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
![]() | Tom Horton | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
![]() | Marissa Mayer | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
![]() | Doug McMillon | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
![]() | Greg Penner | ![]() | ![]() | ![]() | ![]() | ![]() | ||||||||||||||||||||||||||
![]() | Randall Stephenson | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||
![]() | Rob Walton | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
![]() | Steuart Walton | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||
TOTAL | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
2022 Proxy Statement | 11 |
![]() | The Board recommends that shareholders vote FOR each of the nominees named below for election to the Board. |
Who are the 2022 director nominees? Based on the recommendation of the NGC, the Board has nominated the following candidates for election as directors at the 2022 Annual Shareholders’ Meeting. All eleven nominees were previously elected by our shareholders at the 2021 Annual Shareholders’ Meeting. The information provided below includes, for each nominee, his or her age, principal occupation and employment during the past five years, the year in which he or she first became a director of Walmart, each Board committee on which he or she currently serves, whether he or she is independent, and directorships of other public companies held by each nominee during the past five years. | ||
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Cesar Conde INDEPENDENT DIRECTOR | ||||||||||||||
Age: 48 Joined the Board: 2019 | Board Committees: Audit TeCC | Other Current Public Company Directorships: PepsiCo, Inc. |
May 2020 to present | Chairman of NBCUniversal News Group, a global media and entertainment company | |||||||
October 2015 to May 2020 | Chairman of NBCUniversal Telemundo Enterprises and NBCUniversal International Group | |||||||
2013 to 2015 | Executive Vice President of NBCUniversal, including oversight of NBCUniversal International and NBCUniversal Digital Enterprises | |||||||
2009 to 2013 | President of Univision Networks, a leading American media company with a portfolio of Spanish language television networks, radio stations, and digital platforms | |||||||
2003 to 2009 | Variety of senior executive capacities at Univision Networks, where he is credited with transforming it into a leading global, multi-platform media brand | |||||||
2002 to 2003 | White House Fellow for Secretary of State Colin L. Powell | |||||||
Prior to 2002 | Positions at StarMedia Network, the first internet company focused on Spanish- and Portuguese-speaking audiences globally | |||||||
![]() | The Board benefits from Mr. Conde’s broad experience with large media companies that produce and distribute high-quality content across a range of broadcast, cable, and digital platforms. | ||||
![]() | Mr. Conde brings valuable perspectives in business, finance, and media gained from his experience in a variety of senior leadership roles at large, global media companies. | ||||
![]() | With his senior leadership experience at large, multi-platform media companies such as NBCUniversal and Univision, Mr. Conde brings valuable perspectives regarding consumer and media landscapes. |
12 | ![]() | www.walmart.com |
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Timothy P. Flynn INDEPENDENT DIRECTOR | ||||||||||||||
Age: 65 Joined the Board: 2012 | Board Committees: Audit (Chair) TeCC | Other Current Public Company Directorships: JPMorgan Chase & Co. UnitedHealth Group Incorporated |
2007 to 2011 | Chairman of KPMG International (“KPMG”), a global professional services organization that provides audit, tax, and advisory services | |||||||
2005 to 2010 | Served as Chairman of KPMG LLP in the U.S., the largest individual member firm of KPMG | |||||||
2005 to 2008 | CEO of KPMG LLP | |||||||
Prior to 2005 | Held various leadership roles at KPMG, including as Global Head of Audit, and Vice Chairman, Audit and Risk Advisory Services, with operating responsibility for Audit, Risk Advisory and Financial Advisory Services practices | |||||||
![]() | Mr. Flynn has more than 32 years of experience in risk management, financial services, financial reporting, and accounting. | ||||
![]() | Mr. Flynn also brings extensive experience with issues facing complex, global companies, and expertise in accounting, auditing, risk management, and regulatory affairs for such companies. | ||||
![]() | In addition, Mr. Flynn brings his experiences in executive leadership positions at KPMG and his service on the boards of directors of other large public companies. |
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Sarah J. Friar INDEPENDENT DIRECTOR | ||||||||||||||
Age: 49 Joined the Board: 2018 | Board Committees: Audit SPFC (Chair) | Other Current Public Company Directorships: Nextdoor Holdings, Inc. Dragoneer Growth Opportunities Corp. III |
![]() | Ms. Friar brings financial, accounting, and risk management expertise as the former CFO of a multinational publicly-traded company and from her prior experience with a multinational investment banking firm. | ||||
![]() | The Board benefits from her leadership experience as the CEO of a large platform that connects neighbors and her prior experience as the CFO of a publicly-traded company and other various leadership positions at Square, Salesforce.com, and Goldman Sachs. | ||||
![]() | Ms. Friar brings a global perspective gained from her experience as the CEO of a multinational company that supports customers across a variety of businesses and industries. | ||||
![]() | The Board also benefits from Ms. Friar’s perspective regarding eCommerce and information technology in light of her leadership positions with digital community-based platforms and a publicly-traded company that provides managed payments and point-of-sale systems for businesses and mobile financial offerings for consumers. |
2022 Proxy Statement | 13 |
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Carla A. Harris INDEPENDENT DIRECTOR | ||||||||||||||
Age: 59 Joined the Board: 2017 | Board Committees: CMDC* NGC SPFC | Other Current Public Company Directorships: Cummins Inc. | ||||||||||||
* Ms. Harris will be appointed as Chair of the CMDC contingent upon her re-election at the 2022 Annual Shareholders' Meeting. | ||||||||||||||
December 2021 to present | Senior Client Advisor at Morgan Stanley, a multinational investment bank and financial services company | |||||||
2013 to December 2021 | Vice Chair, Wealth Management and Head of Multicultural Client Strategy for Morgan Stanley | |||||||
2012 to December 2021 | Managing Director and Senior Client Advisor for Morgan Stanley | |||||||
Since 1987 | Member and a leader on execution teams across mergers and acquisitions, equity capital markets and asset management, and has held a number of other positions during her tenure with Morgan Stanley | |||||||
![]() | Ms. Harris brings broad-based and valuable insights in finance and strategy gained from more than 30 years of experience at a prominent global investment banking firm. | ||||
![]() | The Board benefits from Ms. Harris’ senior leadership experience at Morgan Stanley. The Board values Ms. Harris’ extensive work experience in a regulated industry and advising clients across a broad range of other regulated industries. |
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Thomas W. Horton LEAD INDEPENDENT DIRECTOR | ||||||||||||||
Age: 60 Joined the Board: 2014 | Board Committees: Audit Executive Committee NGC (Chair) SPFC | Other Current Public Company Directorships: General Electric Company |
April 2019 to present | Partner, Global Infrastructure Partners, a global infrastructure investment firm | |||||||
October 2015 to April 2019 | Senior Advisor at Warburg Pincus LLC, a private equity firm focused on growth investing | |||||||
2013 to 2014 | Chairman of American Airlines Group Inc. (“American”) | |||||||
2011 to 2013 | Chairman and CEO of American | |||||||
2010 to 2011 | President of American | |||||||
2006 to 2010 | Executive Vice President of Finance and Planning at American | |||||||
2002 to 2005 | Served in various roles at AT&T Corporation, including as Vice Chairman and CFO | |||||||
1985 to 2002 | Served in various roles at American, including as Senior Vice President and CFO | |||||||
![]() | Mr. Horton brings unique insights gained from his executive leadership roles at large, global, publicly-traded companies. | ||||
![]() | Our Board benefits from Mr. Horton’s leadership experience in several complex, international industries. | ||||
![]() | In addition, Mr. Horton brings valuable perspective developed from more than 30 years of experience in finance, accounting, auditing, and risk management. Mr. Horton also brings financial expertise to the Board, having held a chief financial officer position in several complex international industries. |
14 | ![]() | www.walmart.com |
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Marissa A. Mayer INDEPENDENT DIRECTOR | ||||||||||||||
Age: 46 Joined the Board: 2012 | Board Committees: CMDC TeCC | Other Current Public Company Directorships: None |
March 2018 to present | Ms. Mayer is the co-founder and CEO of Sunshine Products, Inc. (formerly Lumi Labs Inc.), a technology startup focused on making everyday tasks, like contact management or scheduling, magical. | |||||||
2012 to June 2017 | President and CEO and a member of the board of directors of Yahoo! Inc. (“Yahoo”) (now Altaba Inc.). At Yahoo, she led the internet giant’s push to reinvent itself for the mobile era. With a renewed focus on user experience, Ms. Mayer grew Yahoo to serve over 1 billion people worldwide - with over 600 million mobile users - and transformed its advertising approach. | |||||||
1999 to 2012 | Led Google Search for more than a decade, as well as Google Maps, Gmail, and Google News. She was one of Google’s earliest employees, later moving into leadership roles as a member of their Operating Committee. | |||||||
![]() | Ms. Mayer brings extensive expertise in technology and consumer internet industries, and her senior leadership experience is demonstrated by her executive role at a prominent consumer internet company and her positions on the boards of several nonprofit organizations. | ||||
![]() | Ms. Mayer brings distinguished experience in internet product development, engineering, and brand management. | ||||
![]() | The Board values Ms. Mayer’s insights into global business and strategy gained from her experience as the CEO of a global company. |
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C. Douglas McMillon PRESIDENT AND CEO AND DIRECTOR | ||||||||||||||
Age: 55 Joined the Board: 2013 | Board Committees: Executive Committee (Chair) | Other Current Public Company Directorships: None |
2014 to present | President and CEO of Walmart | |||||||
2009 to 2014 | Executive Vice President, President and CEO, Walmart International | |||||||
2005 to 2009 | Executive Vice President, President and CEO, Sam’s Club | |||||||
Prior to 2005 | Mr. McMillon has held a variety of other leadership positions since joining our company 31 years ago | |||||||
![]() | Mr. McMillon brings years of executive leadership experience at our company and extensive expertise in corporate strategy, development, and execution. | ||||
![]() | In addition, Mr. McMillon brings extensive knowledge and unique experience leading Walmart’s International segment. | ||||
![]() | The Board benefits from Mr. McMillon’s 30+ years of retail experience and his leadership role developing and executing our omni-channel strategy. |
2022 Proxy Statement | 15 |
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Gregory B. Penner* NON-EXECUTIVE CHAIRMAN | ||||||||||||||
Age: 52 Joined the Board: 2008 | Board Committees: Executive Committee | Other Current Public Company Directorships: None | ||||||||||||
*Greg Penner is the son-in-law of Rob Walton. | ||||||||||||||
2015 to present | Chairman of the Board of Walmart | |||||||
2014 to 2015 | Vice Chairman of the Board of Walmart | |||||||
2005 to present | General Partner of Madrone Capital Partners, LLC, an investment management firm | |||||||
2002 to 2005 | Walmart’s Senior Vice President and CFO – Japan | |||||||
2001 to 2002 | Senior Vice President of Finance and Strategy for Walmart.com | |||||||
Prior to 2001 | General Partner at Peninsula Capital, an early stage venture capital fund, and a financial analyst for Goldman, Sachs & Co. | |||||||
![]() | Mr. Penner brings expertise in strategic planning, finance, and investment matters, including prior experience as a CFO for our company’s operations in Japan, and his service on the boards of directors of public and private companies in a variety of industries. | ||||
![]() | The Board benefits from Mr. Penner’s retail experiences with our company’s operations internationally and at Walmart.com, as well as his leadership service as our non-executive Chairman. | ||||
![]() | In addition, Mr. Penner has broad knowledge of international business, particularly in Japan and China. | ||||
![]() | Mr. Penner brings unique expertise gained through both his service with the company and as a director of various technology companies. |
July 2020 to January 2021 | Executive Chairman of the Board, AT&T Inc. (“AT&T”), a leading provider of telecommunications, media, and technology services globally | |||||||
2007 to July 2020 | Chairman of the Board and Chief Executive Officer, AT&T, also served as President from 2007 until September 2019 | |||||||
2004 to 2007 | Chief Operating Officer, AT&T | |||||||
2001 to 2004 | Chief Financial Officer, AT&T | |||||||
Prior to 2002 | Various positions at AT&T, including as Corporate Controller and other various positions | |||||||
![]() | Mr. Stephenson brings valuable experience gained from his nearly 40 years of service at AT&T, where at different times during his career he served in various high-level financial and operational positions at a company in a regulated industry. | ||||
![]() | In addition, Mr. Stephenson brings unique operations and marketing experience at a large international telecommunications, media, and technology company, where he was responsible for leading the development, evolution, and execution of AT&T’s strategy during a period of change in the industry. | ||||
![]() | Mr. Stephenson brings valuable executive leadership experience gained from a large international telecommunications, media, and technology company. |
16 | ![]() | www.walmart.com |
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S. Robson Walton* DIRECTOR | ||||||||||||||
Age: 77 Joined the Board: 1978 | Board Committees: SPFC Executive Committee | Other Current Public Company Directorships: None | ||||||||||||
*Greg Penner is the son-in-law of Rob Walton, and Steuart Walton is the nephew of Rob Walton. |
1978 to present | Mr. Walton was the Chairman of Walmart from 1992 to June 2015 and has been a member of the Board since 1978. Prior to becoming Chairman, he had been an officer of the company since 1969 and held a variety of positions during his service, including Senior Vice President, Corporate Secretary, General Counsel, and Vice Chairman | |||||||
Prior to 1978 | Partner with the law firm of Conner & Winters in Tulsa, Oklahoma, during which time he also served as an officer of Walmart from 1969 to 1978 | |||||||
![]() | Mr. Walton brings decades of leadership experience with Walmart and his expertise in strategic planning gained through his service on the boards and other governing bodies of nonprofit organizations. | ||||
![]() | Mr. Walton has extensive legal, risk management, and corporate governance expertise gained as Walmart’s Chairman, Corporate Secretary, and General Counsel and as an attorney in private practice. | ||||
![]() | The Board benefits from Mr. Walton’s in-depth knowledge of our company, its history and the global retail industry, all gained through more than 40 years of service on the Board and more than 20 years of service as our company’s Chairman. |
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Steuart L. Walton* DIRECTOR | ||||||||||||||
Age: 40 Joined the Board: 2016 | Board Committee: TeCC (Chair) | Other Current Public Company Directorships: None | ||||||||||||
*Steuart Walton is the nephew of Rob Walton. |
May 2016 to present | Founder and Chairman of RZC Investments, LLC, an investment business | |||||||
2015 to present | Co-founder of Runway Group, LLC, a holding company that makes investments in real estate, outdoor initiatives, and hospitality | |||||||
2013 to November 2017 | Founder of Game Composites, Ltd., a company that manufactures carbon fiber aircraft and aircraft parts. He served as the CEO of Game Composites from its founding until November 2017 | |||||||
2011 to 2013 | Senior Director, International Mergers and Acquisitions, Walmart International division | |||||||
2007 to 2010 | Associate at Allen & Overy, LLP in London, where he advised companies on securities offerings | |||||||
![]() | Mr. Walton brings broad-based and valuable international legal and regulatory experience gained from his work on complex, international financial transactions. | ||||
![]() | Mr. Walton has a strong history and familiarity with our company and its global retail and eCommerce operations. He also brings valuable leadership, financial, and omni-channel insights gained from his entrepreneurial experiences and investments, as well as his experience gained as chair of the TeCC and prior service on the board of Flipkart. |
2022 Proxy Statement | 17 |
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Steven S Reinemund INDEPENDENT DIRECTOR | ||||||||||||||
Age: 74 Joined the Board: 2010 | Board Committees: CMDC (Chair) NGC TeCC | Other Current Public Company Directorships: Vertiv Holdings Co. Catalyst Partners Acquisition Corp. | ||||||||||||
December 2019 to present | Managing Partner at Highline Group, a family office of strategic operators | |||||||
June 2014 to December 2019 | Advisory role at Wake Forest University as Executive-in-Residence | |||||||
2008 to 2014 | Dean of Business and Professor of Leadership and Strategy at Wake Forest University | |||||||
2006 to 2007 | Chairman of the Board of PepsiCo, Inc. (“PepsiCo”) | |||||||
2001 to 2006 | Chairman and CEO of PepsiCo | |||||||
1999 to 2001 | President and Chief Operating Officer at PepsiCo | |||||||
1996 to 1999 | Chairman and CEO of Frito-Lay, Inc. (“Frito-Lay”) | |||||||
![]() | Mr. Reinemund has considerable international business leadership experience gained through his service as Chairman and CEO of a global public company, his service as dean of a prominent business school, and his service on the boards of several large companies in a variety of industries. | ||||
![]() | Mr. Reinemund also brings valuable experience with large, international businesses. | ||||
![]() | In addition, Mr. Reinemund’s experience in executive leadership positions at PepsiCo and Frito-Lay provides valuable insights to our Board regarding brand management, marketing, finance, and strategic planning. |
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![]() | Director Tenure Policies Allows Board to anticipate future Board and committee turnover | The Board believes that a mix of longer-tenured directors and newer directors with fresh perspectives contributes to an effective Board. In order to promote thoughtful Board refreshment, the Board has adopted the following tenure policies for Independent Directors, as set forth in Walmart’s Corporate Governance Guidelines: Term Limit: Independent Directors are expected to commit to at least six years of service and may not serve for more than 12 years. Retirement Age: Unless they have not yet completed their initial six-year commitment, Independent Directors may not stand for re-election after age 75. | |||||||||||||||
![]() | Board/Committee Evaluations Identify skill sets that would enhance Board effectiveness | ||||||||||||||||
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![]() | Director Recruitment Identify a diverse pool of director talent with desired background and skill sets | ||||||||||||||||
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![]() | Director Onboarding Tailored onboarding enables new directors to learn our business and contribute quickly |
2022 Proxy Statement | 19 |
CORPORATE GOVERNANCE | |||||
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Board Independence ![]() ![]() ![]() Other Board and Board Committee Practices ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Board Performance | The Board’s Year in Strategy The Board’s activities are structured to oversee Walmart’s strategy and to provide advice and counsel to management. The Board, working closely with the executive management team, has committed to important initiatives to better serve our customers and pursue our key objectives of making every day easier for busy families, sharpening our culture and becoming more digital, operating with discipline, and making trust a competitive advantage. Over the past year, and among other matters, the Board was involved in these governance and strategy discussions and actions: ![]() ![]() ![]() ![]() | ||||||||||
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![]() ![]() ![]() ![]() Shareholder Rights ![]() ![]() ![]() ![]() ![]() ![]() | |||||||||||
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2022 Proxy Statement | 21 |
Governance Committees | Strategy Committees | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
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INDEPENDENT CHAIR | INDEPENDENT CHAIR | INDEPENDENT CHAIR | INDEPENDENT CHAIR | CHAIR | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Tim Flynn | Steve Reinemund* | Tom Horton | Sarah Friar | Steuart Walton | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Audit | Compensation and Management Development | Nominating and Governance | Strategic Planning and Finance | Technology and eCommerce |
![]() | Strategic Planning and Finance Committee |
2 MEETINGS DURING FISCAL 2022 5 MEMBERS Sarah Friar, Chair Carla Harris Tom Horton Rob Walton Randall Stephenson | ![]() | All five members have global or international business experience | ![]() | Four members have finance, accounting, or financial reporting experience | ||||||||||||||||
![]() | All five members have senior leadership experience | ![]() | One member has retail experience | |||||||||||||||||
![]() | Four members have regulatory, legal, or risk management experience | ![]() | Two members have technology or eCommerce experience | |||||||||||||||||
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![]() | Technology and eCommerce Committee |
2 MEETINGS DURING FISCAL 2022 5 MEMBERS Steuart Walton, Chair Cesar Conde Tim Flynn Marissa Mayer Steve Reinemund# | ![]() | All five members have global or international business experience | ![]() | Three members have technology or eCommerce experience | ||||||||||||||||
![]() | Four members have senior leadership experience | ![]() | Three members have marketing or brand management experience | |||||||||||||||||
![]() | One member has finance, accounting, or financial reporting experience | ![]() | Two members have regulatory, legal, or risk management experience | |||||||||||||||||
![]() | Audit Committee* |
7 MEETINGS DURING FISCAL 2022 4 MEMBERS Tim Flynn, Chair Cesar Conde Sarah Friar Tom Horton | ![]() | All four members have global or international business experience | ![]() | All four members have senior leadership experience | ||||||||||||||||
![]() | Three members have finance, accounting, or financial reporting experience | ![]() | Two members have regulatory, legal, or risk management experience | |||||||||||||||||
![]() | Two members have technology or eCommerce experience | |||||||||||||||||||
2022 Proxy Statement | 23 |
![]() | Compensation and Management Development Committee* |
6 MEETINGS DURING FISCAL 2022 4 MEMBERS Steve Reinemund, Chair# Carla Harris# Marissa Mayer Randall Stephenson | ![]() | All four members have global or international business experience | ![]() | Two members have technology or eCommerce experience | ||||||||||||||||
![]() | All four members have senior leadership experience | ![]() | Two members have finance, accounting, or financial reporting experience | |||||||||||||||||
![]() | Three members have marketing or brand management experience | ![]() | Two members have regulatory, legal, or risk management experience | |||||||||||||||||
![]() | Nominating and Governance Committee* |
2 MEETINGS DURING FISCAL 2022 3 MEMBERS Tom Horton, Chair Carla Harris Steve Reinemund# | ![]() | All three members have global or international business experience | ![]() | Two members have finance, accounting, or financial reporting experience | ||||||||||||||||
![]() | All three members have senior leadership experience | ![]() | Two members have regulatory, legal, or risk management experience | |||||||||||||||||
![]() | One member has marketing or brand management experience | |||||||||||||||||||
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![]() | Executive Committee |
0 MEETINGS* DURING FISCAL 2022 4 MEMBERS Doug McMillon, Chair Tom Horton Greg Penner Rob Walton | ||||||||||||||||||||
2022 Proxy Statement | 25 |
![]() | Questionnaires Each director completes a detailed questionnaire. | Topics covered include, among others: •The effectiveness of the Board’s leadership structure and the Board committee structure; •Board and committee skills, composition, diversity, and succession planning; •Board culture and dynamics, including the effectiveness of discussion and debate at Board and committee meetings; •The quality of Board and committee agendas and the appropriateness of Board and committee priorities; and •Board/management dynamics, including management development and succession planning and the quality of management presentations and information provided to the Board and committees. | |||||||||||||||||||||
![]() | Action Items These evaluations have consistently found that the Board and Board committees are operating effectively. | Over the past several years, this evaluation process has contributed to various refinements in the way the Board and Board committees operate, including: •Reducing the size of the Board to promote engagement and input into our strategic decision-making; •Changing the Board committee structure to create a separate Compensation and Management Development Committee and a Nominating and Governance Committee; •Changing committee assignments so that Independent Directors generally sit on one “strategy” committee and one “governance” committee; •Ensuring that Board and committee agendas are appropriately focused on strategic priorities and provide adequate time for director input; •Additional responsibilities for our Lead Independent Director, including active participation in the agenda-setting process for the Board and Board committees; and •Increased focus on continuous Board succession planning and refreshment, including developing and maintaining a long-term director candidate pipeline. | |||||||||||||||||||||
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2022 Proxy Statement | 27 |
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2022 Proxy Statement | 29 |
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Active Ongoing Shareholder Engagement •Board members, senior leaders, and/or subject matter experts actively solicit feedback from our large shareholders on strategy, governance, compensation, ESG, and other topics. During fiscal 2022, we invited more than 30 institutional shareholders, including many of our largest investors, to participate in our outreach program and ultimately engaged with shareholders representing approximately 490 million Shares, or about 34% of our public float. •The CMDC and NGC receive regular reports on this engagement. •We welcome feedback from all shareholders, who can contact our Global Investor Relations team by: | ||||||||
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emailing invrelinq@wal-mart.com | using Walmart’s Global Investor Relations app, available for free in iTunes and Google Play | visiting http://stock.walmart.com | ||||||
![]() | Via mail: | ![]() | Via email: | ||||||||
Name of Director(s) or Board of Directors c/o 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 | •the entire Board at directors@wal-mart.com; •the Independent Directors at Independent.Directors@wal-mart.com; •the Outside Directors at nonmanagementdirectors@wal-mart.com; or •any individual director, at the full name of the director as listed in that director’s biography under the heading “Director Nominees for 2022” followed by “@wal-mart.com.” For example, our Chairman, Gregory B. Penner, may be reached at gregorybpenner@wal-mart.com. | ||||||||||
2022 Proxy Statement | 31 |
Materiality Guideline Description | |||||
Ordinary Retail Transactions | The director, an entity with which a director is affiliated, or one or more members of the director’s immediate family, purchased property or services from Walmart in retail transactions on terms generally available to Walmart associates during Walmart’s last fiscal year. | ||||
Immaterial Ownership | The director or one or more members of the director’s immediate family owns or has owned during the entity’s last fiscal year, directly or indirectly, 10% or less of an entity that has a business relationship with Walmart. | ||||
Immaterial Transactions | The director or one or more members of the director’s immediate family owns or has owned during the entity’s last fiscal year, directly or indirectly, more than 10% of an entity that has a business relationship with Walmart, so long as the amount paid to or received from Walmart during the entity’s last fiscal year accounts for less than $1,000,000 or, if greater, 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year. The director or a member of the director’s immediate family is or has been during the entity’s last fiscal year an executive officer or employee of an entity that made payments to, or received payments from, Walmart during the entity’s last fiscal year that account for less than $1,000,000 or, if greater, 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year. | ||||
Immaterial Positions | The director or one or more members of the director’s immediate family is a director or trustee or was a director or trustee (but not an executive officer or employee) of an entity during the entity’s last fiscal year that has a business or charitable relationship with Walmart and that made payments to, or received payments from, Walmart during the entity’s last fiscal year in an amount representing less than $5,000,000 or, if greater, 5% of the entity’s consolidated gross revenues for that entity’s last fiscal year. Walmart paid to, employed, or retained one or more members of the director’s immediate family for compensation not exceeding $120,000 during Walmart’s last fiscal year. | ||||
Immaterial Benefits | The director or one or more members of the director’s immediate family received from Walmart, during Walmart’s last fiscal year, personal benefits having an aggregate value of less than $5,000. |
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Relationship Type | Director | ||||
Mr. Horton | |||||
Ms. Mayer | |||||
Immaterial Transactions: The director or a member of the director's immediate family was an officer or greater than 10% owner of an entity that has a business relationship with Walmart but the amount involved in the transaction was less than $120,000 | Mr. Reinemund | ||||
Immaterial Transactions and Immaterial Ownership: The director was an officer and 10% or less equity owner of an entity that has a business relationship with Walmart | Mr. Conde | ||||
Ms. Friar | |||||
Ms. Harris | |||||
Immaterial Transactions and Immaterial Ownership: Immediate family members of the director were employees or officers and less than 10% equity owners of entities that have a business relationship with Walmart | Mr. Conde | ||||
Mr. Flynn | |||||
Ms. Friar | |||||
Mr. Horton | |||||
Ms. Mayer | |||||
Mr. Reinemund | |||||
Mr. Stephenson | |||||
Immaterial Positions and Immaterial Ownership: The director was either a director or trustee of and less than 10% equity owner of an entity that has a business relationship with Walmart | Mr. Conde | ||||
Mr. Flynn | |||||
Ms. Friar | |||||
Ms. Harris | |||||
Mr. Horton | |||||
Mr. Reinemund | |||||
Mr. Stephenson | |||||
Immaterial Position: Walmart employed a member of the director’s immediate family for compensation not exceeding $120,000 during Walmart’s last fiscal year | Ms. Harris |
2022 Proxy Statement | 33 |
The Board and the NGC concluded that each of the Independent Directors does not currently have, and has not had during any pertinent period, any direct or indirect relationship that: (i) constitutes a disqualifying relationship with Walmart under the NYSE Listed Company Rules; (ii) otherwise compromises the independence of such director; or (iii) otherwise constitutes a material relationship between Walmart and the director. | ||
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Related Person Transaction Determinations | Director Independence Determinations | Proxy Statement Disclosure | ||||||||||||||||||||||||
Walmart’s Office of the Corporate Secretary conducts an annual review and determination of related person transactions Related person transactions are presented for Audit Committee review and approval | The NGC and Board conduct an annual determination of director independence, considering the directors’ (and their immediate family members’) direct and indirect relationships with the company | Annual disclosures are published in our proxy statement as required by SEC rules (including required related person transaction disclosures) | ||||||||||||||||||||||||
Information sources: •Annual Director, Executive Officer, and Principal Shareholder Questionnaires •Schedule 13G filings •Section 16 reporting •Management due diligence reviews | Information sources: •Annual Director, Executive Officer, and Principal Shareholder Questionnaires •Management due diligence reviews | |||||||||||||||||||||||||
We disclose in this proxy statement all related person transactions that are required to be disclosed under applicable SEC rules. Walmart believes the terms of the transactions described below are comparable to terms that would have been reached by unrelated third parties in arm’s-length transactions. The Audit Committee has approved each of the transactions disclosed below. | ||
2022 Proxy Statement | 35 |
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Governance Materials Available on our Website Our Board and Board committee governance documents, including the Board committee charters, the Corporate Governance Guidelines, and other key corporate governance documents are available to our shareholders on our corporate website at http://stock.walmart.com/investors/corporate-governance/governance-documents. You may also access and review the following additional corporate governance documents on our corporate website: ü Restated Certificate of Incorporation; ü Amended and Restated Bylaws; ü Corporate Governance Guidelines; ü Reporting Protocols for Senior Financial Officers; ü Code of Conduct (available at www.walmartethics.com); ü Procedures for Complaints Related to Accounting or Auditing Matters; ü Investment Community Communications Policy; ü Global Anti-Corruption Policy; ü Government Relations Policy; and ü Privacy Policy. These materials are also available in print at no charge to any shareholder who requests a copy by writing to: Walmart Inc., Global Investor Relations Department, 702 Southwest 8th Street, Bentonville, Arkansas 72716-0100. A description of any substantive amendment or waiver of Walmart’s Code of Conduct or Walmart’s Reporting Protocols for Senior Financial Officers granted to Executive Officers or directors will be disclosed on our corporate website within four business days following the date of the amendment or waiver (http://stock.walmart.com/investors/corporate-governance/ governance-documents) and will remain posted for a period of at least 12 months. There were no waivers of Walmart’s Code of Conduct Code or Walmart’s Reporting Protocols for Senior Financial Officers granted to Executive Officers or directors during fiscal 2022. | ||
2022 Proxy Statement | 37 |
Annual Benchmarking Each June, the CMDC and Board undertake a comprehensive review of Outside Director compensation, including a comparison to director compensation at Walmart’s peer group companies. As a result of the review that was conducted last year, the CMDC and Board determined that our base director compensation and the additional fees for Board leadership positions described below were competitive and near the median of our peer group. Therefore, the CMDC and Board made no changes to our Outside Director compensation during fiscal 2022. | ||
Who is Eligible | Component | Annual Amount ($) | Form of Payment | ||||||||
Base Compensation – All Outside Directors | Annual Stock Grant | 175,000 | Shares | ||||||||
Annual Retainer | 100,000 | Cash | |||||||||
Additional Fees – Some Outside Directors | Non-Executive Chairman Retainer | 225,000 | 50% Shares/50% Cash | ||||||||
Lead Independent Director Retainer | 35,000 | Cash | |||||||||
Audit Chair Retainer | 25,000 | Cash | |||||||||
CMDC, NGC, SPFC, and TeCC Chair Retainers | 20,000 | Cash |
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Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | All Other Compensation ($) (g) | Total ($) (h) | ||||||||||
Cesar Conde | 100,000 | 175,018 | 0 | 275,018 | ||||||||||
Timothy P. Flynn | 125,022 | 175,018 | 510 | 300,550 | ||||||||||
Sarah J. Friar | 119,973 | 175,018 | 0 | 294,991 | ||||||||||
Carla A. Harris | 100,035 | 175,018 | 0 | 275,053 | ||||||||||
Thomas W. Horton | 155,000 | 175,018 | 0 | 330,018 | ||||||||||
Marissa A. Mayer | 99,934 | 175,018 | 0 | 274,952 | ||||||||||
Gregory B. Penner | 212,479 | 287,448 | 0 | 499,927 | ||||||||||
Steven S Reinemund | 120,000 | 175,018 | 0 | 295,018 | ||||||||||
Randall L. Stephenson | 82,955 | 219,164 | 0 | 302,119 | ||||||||||
S. Robson Walton | 100,000 | 175,018 | 298 | 275,316 | ||||||||||
Steuart L. Walton | 119,973 | 175,018 | 0 | 294,991 |
Director | Amount ($) | Number of Shares Received in Lieu of Cash | Number of Deferred Stock Units in Lieu of Cash | ||||||||
Timothy P. Flynn | 125,022 | — | 892 | ||||||||
Sarah J. Friar | 119,973 | — | 856 | ||||||||
Carla A. Harris | 50,035 | 357 | — | ||||||||
Marissa A. Mayer | 99,934 | — | 713 | ||||||||
Gregory B. Penner | 212,479 | — | 1,516 | ||||||||
Randall L. Stephenson | 82,955 | 588 | — | ||||||||
Steuart L. Walton | 119,973 | — | 856 |
2022 Proxy Statement | 39 |
![]() | The Board recommends that shareholders vote FOR this proposal. |
What am I voting on? We are asking our shareholders to approve, on a non-binding, advisory basis, under Section 14A of the Exchange Act, the compensation of our NEOs as disclosed in this proxy statement. We have held a similar shareholder vote every year since 2011 and expect to hold a similar vote at future annual shareholders’ meetings. As described in the CD&A, our executive compensation program is designed with an emphasis on performance and is intended to closely align the interests of our NEOs with the interests of our shareholders. The CMDC regularly reviews our executive compensation program to ensure that compensation is closely tied to aspects of our company’s performance that our Executive Officers can impact and that are likely to have an impact on shareholder value. Our compensation program is also designed to balance long-term performance with shorter-term performance and to mitigate any risk that an Executive Officer would be incentivized to pursue good results with respect to a single performance measure, company segment, or area of responsibility to the detriment of our company as a whole. In the CD&A, we discuss why we believe the compensation of our NEOs for fiscal 2022 was appropriately aligned with our company’s performance during fiscal 2022. The CD&A also describes feedback we received regarding our executive compensation program during our shareholder outreach efforts and is intended to provide additional clarity and transparency regarding the rationale for and philosophy behind our executive compensation program and practices. We urge you to read carefully the CD&A, the compensation tables, and the related narrative discussion in this proxy statement when deciding how to vote on this proposal. The vote on this proposal is advisory, which means that the vote will not be binding on Walmart, the Board, or the CMDC. However, the Board and CMDC value our shareholders’ opinions, and the CMDC will consider the results of the vote on this proposal when making future decisions regarding executive compensation and when establishing our NEOs’ compensation opportunities. In view of the foregoing, shareholders will vote on the following resolution at the 2022 Annual Shareholders’ Meeting: RESOLVED, that the company’s shareholders hereby approve, on an advisory basis, the compensation of the Named Executive Officers of Walmart as disclosed in Walmart’s proxy statement for the 2022 Annual Shareholders’ Meeting in accordance with the SEC’s compensation disclosure rules. | ||
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EXECUTIVE COMPENSATION | |||||
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![]() | C. Douglas McMillon President and Chief Executive Officer | ![]() | John R. Furner Executive Vice President, President and CEO, Walmart U.S. | ||||||||
![]() | M. Brett Biggs Executive Vice President and Chief Financial Officer | ![]() | Judith McKenna Executive Vice President, President and CEO, Walmart International | ||||||||
![]() | Suresh Kumar Global Chief Technology Officer and Chief Development Officer | ![]() | Kathryn McLay Executive Vice President, President and CEO, Sam’s Club U.S. |
![]() | Fiscal 2022 Compensation Overview Provides an overview of our executive compensation philosophy, framework, and practices, and how our pay program emphasizes performance. | 42 | ||||||
![]() | NEO Compensation Components and Pay Mix Describes the primary components of our NEO compensation packages and how our NEO compensation is heavily weighted towards performance-based components that we believe are aligned with the interests of our long-term shareholders. | 44 | ||||||
![]() | Executive Compensation Governance and Process Explains who sets executive compensation at Walmart, the process for setting executive compensation, and how strategic considerations, peer benchmarking, shareholder feedback, and other factors are considered when making compensation decisions. | 45 | ||||||
![]() | Fiscal 2022 Performance Metrics Describes the performance metrics used in our incentive programs and why the CMDC selected these metrics. | 50 | ||||||
![]() | Incentive Goal Setting Philosophy and Process Provides insight into how the CMDC seeks to set performance goals that are aligned with our long-term strategy and with our annual operating plan. | 52 | ||||||
![]() | Fiscal 2022 Performance Goals and Performance Describes the specific goals used in our incentive programs for fiscal 2022, how we performed compared to those goals, and how that performance impacted our incentive plan payouts. | 54 | ||||||
![]() | Fiscal 2022 NEO Pay and Performance Summaries Describes how our NEOs performed during fiscal 2022 and how that performance impacted each NEO’s compensation. | 58 | ||||||
![]() | Other Compensation Programs and Policies Describes the limited perquisites available to our NEOs, as well as our practices regarding employment contracts, clawbacks, stock ownership guidelines, insider trading policy, tax considerations, and other matters. | 64 |
2022 Proxy Statement | 41 |
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Fiscal 2022 Compensation Overview | ||||||||
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Performance-Based Framework | •71%-74% of NEO TDC is performance-based and a majority is in the form of equity •No employment contracts with our NEOs •No change-in-control benefits •No executive pension or similar retirement plans in the U.S. •No excessive perquisites | ||||
Pay and Performance Alignment | •Direct link between pay and performance as fiscal 2022 incentive payments are aligned with our strong performance •CMDC’s independent compensation consultant evaluates rigor of performance goals and has consistently found target goals to be challenging •CMDC annually reviews a realizable pay-for-performance analysis by its independent compensation consultant and has determined that CEO pay is appropriately aligned with performance •Significant majority of target TDC in the form of equity, which aligns the interests of our executives with those of our shareholders | ||||
Equity Ownership Best Practices | •Maintain robust stock ownership guidelines •No hedging or short sales of Walmart stock permitted •No unapproved pledging of Walmart stock as collateral •No recycling of Shares used for taxes or option exercises •No dividends or equivalents paid on unvested performance equity | ||||
Shareholder Accountability | •Conduct extensive shareholder outreach on executive compensation •Hold annual shareholder say-on-pay vote •Mitigate risk by using a variety of financial performance measures •Robust recoupment and forfeiture provisions |
2022 Proxy Statement | 43 |
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NEO Compensation Components and Pay Mix | ||||||||
Component | Description/Objective | Performance Rewarded | Form and Timing of Payout | |||||||||||||||||
Base Salary | Fixed base of cash compensation commensurate with job responsibilities and experience | Subject to annual adjustment based on individual performance | Paid in cash bi-weekly | |||||||||||||||||
Annual Cash Incentive | Variable pay intended to incentivize performance against key operational metrics aligned with our strategy Goals are set at the beginning of the fiscal year and aligned with operating plan and public guidance | •Sales •Operating Income | Paid in cash after the end of the fiscal year | |||||||||||||||||
Long-Term Equity PERFORMANCE EQUITY | Variable pay intended to incentivize performance against metrics aligned with our long-term strategic goals | •ROI •Sales •Stock performance | Paid in Shares; one-year performance period followed by an additional two-year vesting period | |||||||||||||||||
RESTRICTED STOCK | Intended to align executives’ long-term interests with our shareholders’ interests and promote retention | Value realized depends on long-term stock price performance | Paid in Shares vesting over a three-year period | |||||||||||||||||
How our incentive metrics and goals support our strategy Strong financial performance is what allows us to invest in our associates, technology, and innovation, which are key to our long-term strategy. Therefore, the CMDC seeks to drive strong performance with respect to traditional measures of success in the retail industry. Our incentive metrics of sales, operating income, and ROI are traditional measures of retail success and are commonly used by retailers in their incentive plans. Moreover, they are broadly correlated with share price in the retail industry and aligned with our historical stock performance. We believe that our incentive metrics and goals have contributed to our strong operating performance, which has been reflected in solid returns to shareholders over a multi-year period. For more information, see “What performance metrics are used in our incentive programs, and why did the CMDC select these metrics?” on page 50 below. | ||
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Executive Compensation Governance and Process | ||||||||
2022 Proxy Statement | 45 |
Data Source/Responsibility | Purpose | How it’s Used | |||||||||||||||||||||||||||
SEP–JAN Review of Annual and Long-term Business Plans | •Board •SPFC •CMDC •Management | Establish performance metrics aligned with annual operating plan and long-term objectives | To review the choice of incentive metrics and ensure they support our long-term strategic transformation and drive results tied to shareholder value | ||||||||||||||||||||||||||
NOV Pay for Performance Alignment | •Independent compensation consultant •Publicly available compensation information | Evaluate pay-for-performance alignment of CEO compensation with performance relative to peers | To assess the reasonableness of CEO pay, Pay Governance conducts: •Realizable pay analyses; •Analyses regarding the alignment of CEO pay and performance; •Analyses of the correlation between performance measures and shareholder return; and •Assessments of the difficulty of attaining performance goals | ||||||||||||||||||||||||||
JAN Peer Group Benchmarking | •Independent compensation consultant (for CEO) •Publicly available compensation information for peer group | Setting pay and establishing Target TDC opportunity | Benchmarking data is used as a general guide to setting appropriately competitive compensation consistent with our emphasis on performance-based compensation To set our NEOs’ target TDC at competitive levels relative to our peer groups | ||||||||||||||||||||||||||
Individual Performance Assessments | •Board •CMDC •CEO (for other NEOs) •Global People Division | Evaluate individual performance for purposes of pay decisions | To determine merit increases (if any) and adjust individual award opportunities for the next award cycle | ||||||||||||||||||||||||||
Tally Sheets | •Global People Division | Evaluating total compensation and internal pay equity | Tally sheets: •Summarize the total value of the compensation realizable by each NEO for the upcoming fiscal year; •Quantify the value of each element of that compensation, including perquisites and other benefits; and •Quantify the amounts that would be owed to each NEO upon separation from our company | ||||||||||||||||||||||||||
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Data Source/Responsibility | Purpose | How it’s Used | |||||||||||||||||||||||||||
FEB–MAR Company Achievement of Prior Year Performance Goals and Setting of Current Year Incentive Goals | •Independent compensation consultant (for goal difficulty) •CMDC •Management | Assess current year company performance against financial and operating metrics | To determine award payments for the recently completed fiscal year and set target levels for following year To assess the ease or difficulty of attaining performance goals and whether adjustments need to be made to incentive metrics for the following award cycle To establish incentive goals for current year that support our strategic transformation and are aligned with operating plan and financial guidance | ||||||||||||||||||||||||||
ONGOING Shareholder Outreach | •Board •Management | Obtain investor feedback on our executive compensation program | To understand investor expectations and monitor trends in executive compensation; used to evaluate compensation policies, practices, and plans Shareholder feedback helps inform our executive compensation program design | ||||||||||||||||||||||||||
2022 Proxy Statement | 47 |
How is peer group data used by the CMDC? The CMDC reviews publicly available compensation information from peer companies when establishing TDC for our executives. In constructing our peer group, we aim to reflect a cross-industry sample of the largest U.S.-based companies, including large retailers and companies with significant and complex international operations. These peer group companies were selected using the following multi-step screening process, which is reviewed annually: | Compensation peer group screening methodology | |||||||||||||||||||
Geography Screen U.S.-headquartered companies | ![]() | |||||||||||||||||||
Ownership Screen Publicly-traded | ||||||||||||||||||||
![]() | Excluded private companies | |||||||||||||||||||
Scope & Industry Screen Revenue: >$75B, or Market Cap: >$75B (with revenues >$50B), or Retailer: >$50B revenues | ||||||||||||||||||||
![]() | Founder Screen Excluded companies whose current CEO is the founder | |||||||||||||||||||
44 Peer Companies Applying this methodology, our peer group consisted of the following 44 companies when setting fiscal 2022 compensation: | ||||||||||||||||||||
Alphabet Inc. AmerisourceBergen Corp Anthem, Inc. Apple Inc. AT&T Inc. Bank of America Corporation The Boeing Company Cardinal Health, Inc. Chevron Corporation Cigna Corporation Cisco Systems Inc. Citigroup Inc. | Comcast Corporation Costco Wholesale Corporation CVS Health Corp Exxon Mobil Corporation Ford Motor Co General Electric Co General Motors Co Home Depot Inc. International Business Machines Corp Intel Corp Johnson & Johnson | JPMorgan Chase & Co. The Kroger Co Lockheed Martin Corp Lowe’s Companies, Inc. Marathon Petroleum Corporation McKesson Corporation Microsoft Corporation PepsiCo, Inc. Pfizer Inc. Phillips 66 Sysco Corporation The Procter & Gamble Company | Target Corporation UnitedHealth Group Inc United Parcel Service, Inc. Raytheon Technologies Corp Valero Energy Corporation Verizon Communications Inc. Walgreens Boots Alliance, Inc. The Walt Disney Company Wells Fargo & Company | ||||||||
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These engagements gave us an opportunity to discuss our strategy, our commitment to corporate governance and executive compensation best practices, how our governance and compensation practices help to support our strategy, and our commitment to sustainability, economic opportunity, diversity and inclusion, and shared value. While our shareholders expressed a wide range of perspectives in these meetings, we received generally positive feedback on our strategy, our Board and committee structure, our executive compensation program, and our approach to sustainability and human capital management. The feedback we have received from our shareholders, including the results of our say-on-pay proposal, is regularly communicated to the CMDC, the NGC, and the Board. We believe that the results of our say-on-pay proposals over the past several years, shown in the chart to the right, also indicate that shareholders generally are supportive of our executive compensation program, and therefore the CMDC made no material changes to our executive compensation program as a result of this vote. | ![]() |
2022 Proxy Statement | 49 |
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Fiscal 2022 Performance Metrics | ||||||||
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Annual cash incentive | Long-term performance equity | ||||
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For more information about Walmart’s commitment to diversity, equity and inclusion and key diversity, equity and inclusion initiatives, please see Walmart’s most recent Culture, Diversity, Equity and Inclusion Report, which can be found on our corporate website under the section titled “ESG Investors.” | ||
2022 Proxy Statement | 51 |
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Incentive Goal Setting Philosophy and Process | ||||||||
Long-Range Planning April - September | Annual Operating Plan September - January | Incentive Plans September - March | ||||||
•Assess competitive landscape and macro trends •Refine enterprise strategy and segment-specific initiatives | •Develop annual operating plan in light of long-range planning and strategic initiatives •Review strategy and planned capital expenditures | •Review choice of incentive metrics to ensure that they support enterprise strategy •Establish performance goals aligned with annual operating plan and guidance |
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2022 Proxy Statement | 53 |
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Fiscal 2022 Performance Goals and Performance | ||||||||
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Annual Cash Incentive | Long-Term Performance Equity | ||||
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2022 Proxy Statement | 55 |
Total Company | Walmart U.S. | Sam’s Club | International | ||||||||||||||||||||||||||||||||
Component | Weighting | Payout | Weighting | Payout | Weighting | Payout | Weighting | Payout | |||||||||||||||||||||||||||
Total Company – OI | 75.00% | 125.00% | 25.00% | 125.00% | 25.00% | 125.00% | 25.00% | 125.00% | |||||||||||||||||||||||||||
Total Company – Sales | 25.00% | 125.00% | |||||||||||||||||||||||||||||||||
Divisional – OI | 50.00% | 125.00% | 50.00% | 125.00% | 50.00% | 125.00% | |||||||||||||||||||||||||||||
Divisional – Sales | 25.00% | 125.00% | 25.00% | 125.00% | 25.00% | 125.00% | |||||||||||||||||||||||||||||
Payout (% of target) | 125.00% | 125.00% | 125.00% | 125.00% |
Fiscal 2019 Grant | ![]() | |||||||||||||||||||
Segment | FY20 Performance | Time-based vesting through FY21 and FY22 | Fiscal 2022 Payout | |||||||||||||||||
Walmart U.S. | 113.12% | Vested on Jan. 31, 2022 based on continued employment | 113.12% | |||||||||||||||||
Sam’s Club | 141.11% | 141.11% | ||||||||||||||||||
International | 108.43% | 108.43% | ||||||||||||||||||
Total Company | 113.34% | 113.34% | ||||||||||||||||||
Fiscal 2020 Grant | ![]() | |||||||||||||||||||
Segment | FY21 Performance | Time-based vesting through FY22 and FY23 | ||||||||||||||||||
Walmart U.S. | 150.00% | Scheduled to vest on Jan. 31, 2023 based on continued employment | ||||||||||||||||||
Sam’s Club | 150.00% | |||||||||||||||||||
International | 150.00% | |||||||||||||||||||
Total Company | 150.00% | |||||||||||||||||||
Fiscal 2021 Grant | ![]() | |||||||||||||||||||
Segment | FY22 Performance | Time-based vesting through FY23 and FY24 | ||||||||||||||||||
Walmart U.S. | 150.00% | Scheduled to vest on Jan. 31, 2024 based on continued employment | ||||||||||||||||||
Sam’s Club | 150.00% | |||||||||||||||||||
International | 150.00% | |||||||||||||||||||
Total Company | 150.00% |
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Operating Income | Sales | ||||||||||||||||||||||||||||
Metric | Total Company* ($) | Walmart U.S. ($) | Sam’s Club ($) | International ($) | Total Company* ($) | Walmart U.S. ($) | Sam’s Club ($) | International ($) | |||||||||||||||||||||
As Reported | 25,942 | 21,587 | 2,259 | 3,758 | 567,762 | 393,247 | 73,556 | 100,959 | |||||||||||||||||||||
Plan and pre-determined items | (523) | 30 | (37) | (396) | (22,718) | (3,204) | (10,300) | (9,214) | |||||||||||||||||||||
Comparative items | 154 | 82 | 11 | 60 | 220 | 43 | 10 | 167 | |||||||||||||||||||||
Performance for Incentive Plan Purposes | 25,573 | 21,699 | 2,233 | 3,422 | 545,264 | 390,086 | 63,266 | 92,912 |
2022 Proxy Statement | 57 |
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Fiscal 2022 NEO Pay and Performance Summaries | ||||||||
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2022 Proxy Statement | 59 |
Suresh Kumar Global Chief Technology Officer and Chief Development Officer | ||||||||||||||||||||||||||
Fiscal 2022 highlights •Continued to develop our long-range plan for a modernized technology stack, investing to upgrade both legacy enterprise systems and customer- and associate-facing technology. •Improved forecasting, replenishment, and merchandising automation and accuracy. •Launched Walmart Luminate, an automated tool that allows suppliers to make data-driven decisions. •Successfully launched upgraded Walmart app in the U.S. | ||||||||||||||||||||||||||
Fiscal 2022 Target TDC $11.6 million | Fiscal 2022 incentive payouts Annual cash incentive. Mr. Kumar’s annual cash incentive is based on the total company operating income and sales performance, as calculated for incentive plan purposes and as described above on pages 54-55. | |||||||||||||||||||||||||
![]() | Performance Metric | Weighting | Performance (% of Target) | Payout (% of Target) | Fiscal 2022 Incentive Payout | |||||||||||||||||||||
Total Company OI | ![]() | 125.00% | 125.00% | $2,355,377 | ||||||||||||||||||||||
Total Company Sales | ![]() | 125.00% | ||||||||||||||||||||||||
Long-term incentive. Mr. Kumar’s long-term performance equity is based on the total company sales and ROI performance, as calculated for incentive plan purposes and as described above on page 55. The table below shows the fiscal 2022 performance (as a % of target) and the resulting number of Shares Mr. Kumar is scheduled to earn from his 2021 performance share grant with a performance period ending January 31, 2022 and a vesting period ending January 31, 2024. | ||||||||||||||||||||||||||
Performance Metric | Weighting | Fiscal 2022 Performance (% of Target) | Number of Shares Earned | |||||||||||||||||||||||
Total Company Sales | ![]() | 150.00% | 68,540 | |||||||||||||||||||||||
Total Company ROI | ![]() | |||||||||||||||||||||||||
Key compensation decisions for fiscal 2022 The CMDC relies on the factors described on page 47 in establishing the target TDC of our NEOs. For fiscal 2022, the CMDC increased Mr. Kumar’s salary by 2.5%, which resulted in Mr. Kumar’s target TDC increasing by less than 1%. Additionally, per the terms of his initial offer of employment, Mr. Kumar also received a special performance-based restricted stock unit awards valued at $2 million, based on achievement of qualitative goals for fiscal 2022 related to technology modernization, building a best-in-class technology organization, enterprise technology risk management, and developing an enterprise-wide data and analytics strategy. The CMDC believes this special award was appropriate based on Mr. Kumar’s role, experience, and peer comparisons, and necessary to recruit a Global Chief Technology Officer of Mr. Kumar’s caliber. Based on its consideration of the achievements outlined above under “Fiscal 2022 Highlights,” the CMDC determined that the qualitative goals applicable to Mr. Kumar’s fiscal 2022 special performance-based restricted stock unit award were satisfied. When compared to comparable positions among our peer group companies, Mr. Kumar's fiscal 2022 target TDC was near the 75th percentile. | ||||||||||||||||||||||||||
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John Furner EVP, President and CEO, Walmart U.S. | ||||||||||||||||||||||||||
Fiscal 2022 highlights •Walmart U.S. delivered a strong year, with comparable store sales increasing 6.4% and operating income growing faster than sales. •Walmart U.S. eCommerce sales grew 11%, and grew 90% over a two-year period. •Guided the business successfully through an unpredictable and volatile environment due to new COVID variants and global supply chain pressures. •Continued to grow marketplace, advertising, and fulfillment services in the U.S. | ||||||||||||||||||||||||||
Fiscal 2022 Target TDC $11.1 million | Fiscal 2022 incentive payouts Annual cash incentive. Mr. Furner’s annual cash incentive is based on a combination of total company and segment performance, as calculated for incentive plan purposes and as described above on pages 54-55. | |||||||||||||||||||||||||
![]() | Performance Metric | Weighting | Performance (% of Target) | Payout (% of Target) | Fiscal 2022 Incentive Payout | |||||||||||||||||||||
Total Company OI | ![]() | 125.00% | 125.00% | $2,442,285 | ||||||||||||||||||||||
Walmart U.S. OI | ![]() | 125.00% | ||||||||||||||||||||||||
Walmart U.S. Sales | ![]() | 125.00% | ||||||||||||||||||||||||
Long-term incentive. Mr. Furner’s long-term performance equity for fiscal 2022 was based on Walmart U.S. sales and total company ROI performance, as calculated for incentive plan purposes and as described above on page 55. The table below shows the fiscal 2022 performance (as a % of target) and the resulting number of Shares Mr. Furner is scheduled to earn from his 2021 performance share grant with a performance period ending January 31, 2022 and a vesting period ending January 31, 2024. | ||||||||||||||||||||||||||
Performance Metric | Weighting | Fiscal 2022 Performance (% of Target) | Number of Shares Earned | |||||||||||||||||||||||
Walmart U.S. Sales | ![]() | 150.00% | 63,017 | |||||||||||||||||||||||
Total Company ROI | ![]() | |||||||||||||||||||||||||
Key compensation decisions for fiscal 2022 The CMDC relies on the factors described on page 47 in establishing the target TDC of our NEOs. For fiscal 2022, the CMDC increased Mr. Furner’s salary by 17.0% in light of his peer group positioning and his continuing strong performance. The CMDC also increased the target value of Mr. Furner's annual equity award from $7 million to $8 million. These increases resulted in an increase in Mr. Furner’s target TDC of approximately 15%. The CMDC believes that Mr. Furner, as the head of our largest operating segment, has responsibilities comparable to many CEO positions within our peer group companies, and it is likely that he would be recruited for a CEO position in the retail industry or elsewhere. When compared to COO or divisional president positions within our peer group, Mr. Furner’s fiscal 2022 target TDC is between the 50th and 75th percentiles. When compared to CEO positions within our peer group, Mr. Furner's fiscal 2022 target TDC is below the median. In January 2022, in light of his continued strong performance and competitive positioning, the CMDC approved an increase in Mr. Furner's annual equity award value for fiscal 2023. Because we grant equity awards at the end of the fiscal year for the following fiscal year, this increase is reflected in the Summary Compensation table for fiscal 2022. | ||||||||||||||||||||||||||
2022 Proxy Statement | 61 |
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Kathryn McLay EVP, President and CEO, Sam’s Club U.S. | ||||||||||||||||||||||||||
Fiscal 2022 highlights •Sam’s Club had an exceptional year, with comparable club sales of 9.8% and operating income exceeding plan. •Continued to accelerate eCommerce growth, with Sam’s Club eCommerce increasing 30%. •Expanded omni-channel options including direct-to-home shopping and curbside pickup. •Continued to drive significant membership growth, with membership income increasing 11.3%. | ||||||||||||||||||||||||||
Fiscal 2022 Target TDC $8.8 million | Fiscal 2022 incentive payouts Annual cash incentive. Ms. McLay’s annual cash incentive is based on a combination of total company and segment performance, as calculated for incentive plan purposes and as described above on pages 54-55. | |||||||||||||||||||||||||
![]() | Performance Metric | Weighting | Performance (% of Target) | Payout (% of Target) | Fiscal 2022 Incentive Payout | |||||||||||||||||||||
Total Company OI | ![]() | 125.00% | 125.00% | $1,792,384 | ||||||||||||||||||||||
Sam's Club OI | ![]() | 125.00% | ||||||||||||||||||||||||
Sam's Club Sales | ![]() | 125.00% | ||||||||||||||||||||||||
Long-term incentive. Ms. McLay’s long-term performance equity for fiscal 2022 was based on Sam’s Club sales and total company ROI performance, as calculated for incentive plan purposes and as described above on page 55. The table below shows the fiscal 2022 performance (as a % of target) and the resulting number of Shares Ms. McLay is scheduled to earn from her 2021 performance share grant with a performance period ending January 31, 2022 and a vesting period ending January 31, 2024. | ||||||||||||||||||||||||||
Performance Metric | Weighting | Fiscal 2022 Performance (% of Target) | Number of Shares Earned | |||||||||||||||||||||||
Sam's Club Sales | ![]() | 150.00% | 52,172 | |||||||||||||||||||||||
Total Company ROI | ![]() | |||||||||||||||||||||||||
Key compensation decisions for fiscal 2022 The CMDC relies on the factors described on page 47 in establishing the target TDC of our NEOs. For fiscal 2022, the CMDC increased Ms. McLay's salary by 2.5%, which resulted in Ms. McLay's fiscal 2022 target TDC increasing by less than 1%. The CMDC approved this increase in light of Ms. McLay's competitive positioning and continued strong performance. The CMDC believes that Ms. McLay, as head of our Sam's Club division, has responsibilities comparable to many CEO positions within our peer group companies, and it is likely that she would be recruited for a CEO position in the retail industry or elsewhere. When compared to COO or divisional president positions within our peer group, Ms. McLay's target TDC is near the median. When compared to CEO positions within our peer group, Ms. McLay's target TDC is below the median. In light of her continued strong performance and competitive positioning, in January 2022, the CMDC approved an increase in Ms. McLay's annual equity award value. Because we grant equity awards at the end of the fiscal year for the following fiscal year, this increase is reflected on the Summary Compensation table for fiscal 2022. | ||||||||||||||||||||||||||
2022 Proxy Statement | 63 |
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Other Compensation Programs and Policies | ||||||||
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2022 Proxy Statement | 65 |
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2022 Proxy Statement | 67 |
EXECUTIVE COMPENSATION TABLES | |||||
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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 |
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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 |
Name | Amount of Fiscal 2022 Annual Cash Incentive Deferred ($) | ||||
M. Brett Biggs | 175,000 | ||||
John Furner | 2,131,480 | ||||
Judith McKenna | 2,427,047 | ||||
Kathryn McLay | 86,000 |
Name | 401(k) Plan Matching Contributions ($) | 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 |
2022 Proxy Statement | 69 |
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 |
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 |
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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 |
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 |
2022 Proxy Statement | 71 |
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 |
Stock Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | ||||||
C. Douglas McMillon | 180,319 | 25,095,970 | ||||||
M. Brett Biggs | 65,980 | 9,185,433 | ||||||
Suresh Kumar | 102,709 | 14,352,041 | ||||||
John Furner | 85,891 | 11,928,253 | ||||||
Judith McKenna | 76,744 | 10,702,893 | ||||||
Kathryn McLay | 53,668 | 7,602,787 |
72 | ![]() | www.walmart.com |
Name | Executive Contributions in Last FY ($) (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 |
Name | Contributions | Amount ($) | ||||||
C. Douglas McMillon | Salary | 130,000 | ||||||
Cash Incentive | 0 | |||||||
M. Brett Biggs | Salary | 0 | ||||||
Cash Incentive | 175,000 | |||||||
Suresh Kumar | Salary | 260,000 | ||||||
Cash Incentive | 0 | |||||||
John Furner | Salary | 52,000 | ||||||
Cash Incentive | 2,131,480 | |||||||
Judith McKenna | Salary | 0 | ||||||
Cash Incentive | 2,427,047 | |||||||
Kathryn McLay | Salary | 0 | ||||||
Cash Incentive | 86,000 |
Name | ODCP Interest ($) | DCMP Interest ($) | SERP Interest ($) | Dividend Equivalents and Interest ($) | ||||||||||
C. Douglas McMillon | 883,696 | 561,149 | 47,609 | 2,077,063 | ||||||||||
M. Brett Biggs | 142,953 | 240,771 | 8,471 | 409,070 | ||||||||||
Suresh Kumar | 0 | 4,521 | 0 | 0 | ||||||||||
John Furner | 28,936 | 284,382 | 2,294 | 22,358 | ||||||||||
Judith McKenna | 0 | 465,889 | 0 | 59,253 | ||||||||||
Kathryn McLay | 0 | 12,226 | 0 | 6,086 |
2022 Proxy Statement | 73 |
Name | Amount Previously Reported in Summary Compensation Table ($) | 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 |
74 | ![]() | www.walmart.com |
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 | $1,599,000 |
Equity Awards Vesting Upon Death or Disability | ||||||||||||||
Shares of Restricted Stock and Earned Performance Equity (#) | Value of Restricted Stock and Earned Performance Equity ($) | 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 |
2022 Proxy Statement | 75 |
76 | ![]() | www.walmart.com |
PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT ACCOUNTANTS | |||||
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![]() | The Board recommends that shareholders vote FOR the ratification of the appointment of EY as the company’s independent accountants for fiscal 2023. |
What am I voting on? Although shareholder ratification is not required, we are asking shareholders to ratify the appointment of Ernst & Young LLP (“EY”) as the company’s independent accountants for fiscal 2023 at the 2022 Annual Shareholders’ Meeting because the Board believes it is a good corporate governance practice. The Audit Committee will take shareholders’ opinions regarding EY’s appointment into consideration in future deliberations. If EY’s selection is not ratified at the 2022 Annual Shareholders’ Meeting, the Audit Committee will consider the engagement of other independent accountants. Even if EY’s selection is ratified, the Audit Committee may terminate EY’s engagement as the company’s independent accountants without the approval of the company’s shareholders whenever the Audit Committee deems termination appropriate. | ||
2022 Proxy Statement | 77 |
Benefits of Long Tenure | Independence Controls | ||||
Higher audit quality – Through more than 50 years of experience with our company, EY has gained institutional knowledge of and deep expertise regarding Walmart’s global operations and businesses, accounting policies and practices, and internal control over financial reporting. | Audit Committee oversight – The Audit Committee’s oversight includes regular private sessions with EY, discussions with EY regarding the scope of its audit, an annual evaluation when determining whether to engage EY, and direct involvement by the Audit Committee and its Chair in the periodic transition to a new lead engagement partner in connection with the mandatory five-year rotation of that position. | ||||
Efficient fee structure – EY’s aggregate fees are competitive with peer companies because of EY’s familiarity with our company. | Limits on non-audit services – The Audit Committee pre-approves audit and permissible non-audit services to be performed by EY in accordance with its pre-approval policy. | ||||
Avoids costs associated with a new independent accountant – Onboarding a new independent accountant is costly and requires a significant time commitment that could distract from management’s focus on financial reporting and controls. | Internal EY independence processes – EY conducts periodic internal reviews of its audit and other work, assesses the adequacy of partners and other personnel working on our company’s account, and rotates engagement partners consistent with independence requirements. | ||||
Regulatory framework – Because EY is an independent registered public accounting firm, it is subject to PCAOB inspections and PCAOB and SEC oversight. |
78 | ![]() | www.walmart.com |
Fiscal 2022 ($) | Fiscal 2021 ($) | |||||||
Audit Fees | 28,702,000 | 26,634,000 | ||||||
Audit-Related Fees | 926,000 | 921,000 | ||||||
Tax Fees | 349,000 | 656,000 | ||||||
All Other Fees | 20,000 | 20,000 | ||||||
TOTAL FEES | 29,997,000 | 28,231,000 |
2022 Proxy Statement | 79 |
80 | ![]() | www.walmart.com |
2022 Proxy Statement | 81 |
SHAREHOLDER PROPOSALS | |||||
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![]() | The Board recommends a vote AGAINST each of the following shareholder proposals, in each case if properly presented at the meeting, for the reasons stated in Walmart’s statements in opposition following each shareholder proposal. |
82 | ![]() | www.walmart.com |
PROPOSAL NO. 4 Report on Animal Welfare Practices | |||||
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Shareholder Proposal Regarding Walmart's ESG Claims One ESG issue important to Walmart customers is animal welfare in the food supply. As the Associated Press reported: “Wal-Mart said its own research showed 77% of its shoppers said they will increase their trust and 66% will increase their likelihood to shop at a retailer that improves the treatment of livestock.” What does WMT tell shareholders and customers it’s doing about this issue? WMT says it expects its suppliers won’t tolerate abuse “of any kind” and that it supports a principle called “The Five Freedoms” of animal welfare as an aspiration for its supply chain. WMT even claims it works with suppliers “to implement practices consistent” with the Five Freedoms. What exactly are those Five Freedoms? 1.Freedom from hunger and thirst. 2.Freedom from discomfort by providing an appropriate environment including a comfortable resting area. 3.Freedom from pain, injury or disease. 4.Freedom to “express normal behavior” by providing sufficient space. 5.Freedom from fear and distress by “ensuring conditions and treatment which avoid mental suffering.” So, just how aligned is WMT’s supply chain with the Five Freedoms? Unfortunately, many practices that WMT allows in its supply chain are *grossly* out of step with the Five Freedoms. Just one example (of many) is the solitary confinement of pigs in gestation crates. These cramped cages detain pigs so restrictively they can’t even turn their own bodies around. Pigs in gestation crates aren’t afforded *most* of the Five Freedoms: they live in constant discomfort, without any comfortable rest area, unable to express normal behaviors, and endure chronic mental suffering. Is WMT fixing this disparity? WMT has claimed for years that it’s been “asking” its U.S. fresh and frozen meat and deli suppliers to “find and implement solutions to” gestation crates. And it has provided limited transparency about the range of practices in its supply chain that are misaligned with the Five Freedoms, how (if at all) it is addressing those misalignments, and what (if anything) has changed as a result of its efforts. Finally, why should shareholders care? WMT’s inaugural ESG report said the company’s “Ethical Standards vision” includes earning “the confidence of our customers that we are taking appropriate steps to achieve our goal of procuring merchandise…produced in an ethical manner.” And considering the importance of animal welfare to WMT’s customers, further transparency regarding how WMT is achieving its stated animal welfare aspirations would help shareholders better evaluate if that vision is being accomplished. RESOLVED: Shareholders request that Walmart disclose: 1) what practices in its food supply are misaligned with the Five Freedoms of animal welfare and 2) what specific steps, if any, WMT is taking to address each area of misalignment. Shareholders further request that Walmart disclose the percentage of pork in its fresh and frozen meat and deli supply chain produced without locking gestating pigs in solitary confinement crates. These disclosures should occur within three months of the 2022 annual meeting, at reasonable cost, and omit proprietary information. | ||
2022 Proxy Statement | 83 |
84 | ![]() | www.walmart.com |
![]() | For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
2022 Proxy Statement | 85 |
PROPOSAL NO. 5 Create a Pandemic Workforce Advisory Council | |||||
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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. | ||
86 | ![]() | www.walmart.com |
2022 Proxy Statement | 87 |
![]() | For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
88 | ![]() | www.walmart.com |
PROPOSAL NO. 6 Report on Impacts of Reproductive Healthcare Legislation | |||||
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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. | ||
2022 Proxy Statement | 89 |
![]() | For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
90 | ![]() | www.walmart.com |
PROPOSAL NO. 7 Report on Alignment of Racial Justice Goals and Starting Wages | |||||
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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. | ||
2022 Proxy Statement | 91 |
92 | ![]() | www.walmart.com |
![]() | For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
2022 Proxy Statement | 93 |
PROPOSAL NO. 8 Civil Rights and Non-Discrimination Audit | |||||
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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. | ||
94 | ![]() | www.walmart.com |
2022 Proxy Statement | 95 |
![]() | For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
96 | ![]() | www.walmart.com |
PROPOSAL NO. 9 Report on Charitable Donation Disclosures | |||||
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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. | ||
2022 Proxy Statement | 97 |
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 | ||||||||
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 | |||||||
![]() | For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
98 | ![]() | www.walmart.com |
PROPOSAL NO. 10 Report on Lobbying Disclosures | |||||
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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 $100 million to advance racial equity, including on criminal justice,3 yet donates to trade associations like NRF promoting harsher shoplifting penalties.4 Walmart supports diversity, equity and inclusion, yet the Chamber lobbied against the For the People Act.5 Walmart believes in addressing climate change, yet the Chamber and BRT lobby to block climate action.6 And while Walmart has drawn scrutiny for avoiding federal taxes,7 its trade associations are lobbying against raising corporate taxes to fund infrastructure. | ||
2022 Proxy Statement | 99 |
![]() | For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal, if properly presented at the meeting. |
100 | ![]() | www.walmart.com |
STOCK OWNERSHIP | |||||
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Plan Category | (a) Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | (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 |
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% |
2022 Proxy Statement | 101 |
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% |
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 |
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ANNUAL MEETING INFORMATION | |||||
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2022 Proxy Statement | 103 |
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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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2022 Proxy Statement | 105 |
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2022 Proxy Statement | 107 |
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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 |
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** |
2022 Proxy Statement | 109 |
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TABLE OF ABBREVIATIONS | |||||
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401(k) Plan | the Walmart 401(k) Plan | ||||
Annual Report to Shareholders | Walmart’s Annual Report to Shareholders for fiscal 2022 | ||||
Associate or associate | an employee of Walmart or one of its consolidated subsidiaries | ||||
Associate Stock Purchase Plan | the Walmart Inc. 2016 Associate Stock Purchase Plan, as amended effective February 1, 2018 | ||||
Audit Committee | the Audit Committee of the Board | ||||
Board | the Board of Directors of Walmart | ||||
Board committees | the Audit Committee, the CMDC, the Executive Committee, the NGC, the SPFC, and the TeCC | ||||
Broadridge | Broadridge Financial Solutions, Inc., representatives of which will serve as the inspectors of election at the 2022 Annual Shareholders’ Meeting | ||||
Bylaws | the amended and restated Bylaws of Walmart, effective as of July 23, 2019 | ||||
CD&A | the Compensation Discussion and Analysis included in this proxy statement | ||||
CEO | the Chief Executive Officer of a company | ||||
CFO | the Chief Financial Officer of a company | ||||
CMDC | the Compensation and Management Development Committee of the Board | ||||
Deferred Compensation Matching Plan or DCMP | the Walmart Inc. Deferred Compensation Matching Plan, as amended effective as of November 11, 2021, and which replaced the Officer Deferred Compensation Plan | ||||
Director Compensation Deferral Plan | the Walmart Inc. Director Compensation Deferral Plan, as amended effective as of February 1, 2018 | ||||
EPS | Diluted earnings per share from continuing operations attributable to Walmart | ||||
Exchange Act | the Securities Exchange Act of 1934, as amended | ||||
Executive Committee | the Executive Committee of the Board | ||||
Executive Officers | those senior officers of our company determined by the Board to be executive officers (as defined by Rule 3b-7 under the Exchange Act) as to whom Walmart has certain disclosure obligations and who must report certain transactions in equity securities of our company under Section 16 | ||||
EY | Ernst & Young LLP, an independent registered public accounting firm | ||||
Fiscal or fiscal [year] | Walmart’s fiscal year ending January 31st | ||||
GAAP | generally accepted accounting principles in effect in the United States | ||||
Independent Directors | this applies to Walmart directors whom the Board has affirmatively determined have no material relationships with our company pursuant to NYSE Listed Company Rules. This also applies to Audit Committee members who meet the requirements of Section 10A of the Exchange Act and Rule 10A-3 under the Exchange Act. Additionally, CMDC members who meet the requirements of Section 10C of the Exchange Act, Rule 10C-1 under the Exchange Act and the heightened independence requirements under the NYSE Listed Company Rules for compensation committee members are considered independent. | ||||
Internal Revenue Code | the Internal Revenue Code of 1986, as amended | ||||
Management Incentive Plan or MIP | the Walmart Inc. Management Incentive Plan, as amended effective February 1, 2018 | ||||
Named Executive Officer or NEO | Walmart’s President and CEO, Walmart’s CFO, the next three most highly compensated Executive Officers other than our CEO and CFO, and the Executive Vice President, President and CEO, Sam's Club, whom Walmart is voluntarily including as an NEO in this proxy statement | ||||
NGC | the Nominating and Governance Committee of the Board | ||||
NYSE | the New York Stock Exchange |
2022 Proxy Statement | 111 |
NYSE Listed Company Rules | the NYSE’s rules for companies with securities listed for trading on the NYSE, as set forth in the NYSE Listed Company Manual | ||||
Officer Deferred Compensation Plan or ODCP | the Wal-Mart Stores, Inc. Officer Deferred Compensation Plan, amended and restated effective January 1, 2009, and which was replaced by the Deferred Compensation Matching Plan, effective on February 1, 2012 | ||||
Outside Directors or Non-Management Directors | the members of the Board who are not employed by Walmart or a consolidated subsidiary of Walmart | ||||
PCAOB | the Public Company Accounting Oversight Board | ||||
Return on Investment or ROI | our return on investment, calculated as described in Annex A to this proxy statement | ||||
SEC | the United States Securities and Exchange Commission | ||||
Section 16 | Section 16 of the Exchange Act | ||||
SERP | the Wal-Mart Stores, Inc. Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009, which was replaced by the Deferred Compensation Matching Plan, effective February 1, 2012 | ||||
Share or Shares | a share or shares of Walmart common stock, $0.10 par value per share | ||||
SOX | the Sarbanes-Oxley Act of 2002 | ||||
SPFC | the Strategic Planning and Finance Committee of the Board | ||||
Stock Incentive Plan | the Walmart Inc. Stock Incentive Plan of 2015, as amended effective as of February 1, 2018 | ||||
TeCC | the Technology and eCommerce Committee of the Board | ||||
TSR | total shareholder return | ||||
Walmart, our company, the company, we, our, or us | Walmart Inc., a Delaware corporation (formerly Wal-Mart Stores, Inc.) and, where the context requires, its consolidated subsidiaries | ||||
Walmart Foundation | Wal-Mart Foundation, a Delaware nonprofit corporation funded entirely by contributions from Walmart | ||||
Walmart.org | the collective philanthropic initiatives of both Walmart and Walmart Foundation and serves as a website where additional information about these collective philanthropic initiatives can be found |
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ANNEX A | |||||
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2022 Proxy Statement | 113 |
Fiscal Year Ended January 31, 2022 | ||||||||||||||||||||||||||||||||
Walmart International | Total Company | |||||||||||||||||||||||||||||||
(Dollars in millions) | 2022 | Percent Change(1) | 2022 | Percent Change(1) | ||||||||||||||||||||||||||||
Net sales: | ||||||||||||||||||||||||||||||||
As reported | $ | 100,959 | (16.8 | %) | $ | 567,762 | 2.3 | % | ||||||||||||||||||||||||
Currency exchange rate fluctuations | $ | (4,501) | N/A | $ | (4,501) | N/A | ||||||||||||||||||||||||||
Constant currency net sales | $ | 96,458 | (20.5 | %) | $ | 563,261 | 1.4 | % | ||||||||||||||||||||||||
Operating income: | ||||||||||||||||||||||||||||||||
As reported | $ | 3,758 | 2.7 | % | $ | 25,942 | 15.1 | % | ||||||||||||||||||||||||
Currency exchange rate fluctuations | $ | (265) | N/A | $ | (265) | N/A | ||||||||||||||||||||||||||
Constant currency operating income | $ | 3,493 | (4.6 | %) | $ | 25,677 | 13.9 | % |
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