Wal-Mart Stores, Inc. (NYSE:WMT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Shareholders Meeting (the Meeting) of Wal-Mart Stores,
Inc. (the Company) was held on June 2, 2017 in Fayetteville,
Arkansas. As of the close of business on April 7, 2017, the
record date for the Meeting, there were 3,031,556,234 shares of
the Companys common stock outstanding, with each share entitled
to one vote. The holders of 2,810,234,568 shares of the Companys
common stock were present in person or represented by proxy at
the Meeting. At the Meeting, the Companys shareholders voted on
the matters set forth below.
Inc. (the Company) was held on June 2, 2017 in Fayetteville,
Arkansas. As of the close of business on April 7, 2017, the
record date for the Meeting, there were 3,031,556,234 shares of
the Companys common stock outstanding, with each share entitled
to one vote. The holders of 2,810,234,568 shares of the Companys
common stock were present in person or represented by proxy at
the Meeting. At the Meeting, the Companys shareholders voted on
the matters set forth below.
Election of Directors
The Companys shareholders elected for one-year terms all eleven
persons nominated for election as directors as set forth in the
Companys proxy statement dated April 20, 2017. The following table
sets forth the vote of the shareholders at the meeting with respect
to the election of directors:
persons nominated for election as directors as set forth in the
Companys proxy statement dated April 20, 2017. The following table
sets forth the vote of the shareholders at the meeting with respect
to the election of directors:
|
Nominee
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
James I. Cash, Jr.
|
|
2,550,325,827
|
|
27,134,002
|
|
1,904,081
|
|
230,870,658
|
|
Timothy P. Flynn
|
|
2,562,150,192
|
|
15,341,089
|
|
1,872,629
|
|
230,870,658
|
|
Carla A. Harris
|
|
2,530,312,160
|
|
47,254,668
|
|
1,797,082
|
|
230,870,658
|
|
Thomas W. Horton
|
|
2,562,025,212
|
|
15,529,874
|
|
1,808,824
|
|
230,870,658
|
|
Marissa A. Mayer
|
|
2,430,861,630
|
|
146,756,153
|
|
1,746,127
|
|
230,870,658
|
|
C. Douglas McMillon
|
|
2,558,770,488
|
|
18,818,536
|
|
1,774,886
|
|
230,870,658
|
|
Gregory B. Penner
|
|
2,504,405,489
|
|
73,098,707
|
|
1,859,714
|
|
230,870,658
|
|
Steven S Reinemund
|
|
2,434,180,916
|
|
143,334,023
|
|
1,848,971
|
|
230,870,658
|
|
Kevin Y. Systrom
|
|
2,434,376,687
|
|
143,129,736
|
|
1,857,487
|
|
230,870,658
|
|
S. Robson Walton
|
|
2,434,147,228
|
|
143,537,881
|
|
1,678,801
|
|
230,870,658
|
|
Steuart L. Walton
|
|
2,512,567,436
|
|
65,078,862
|
|
1,717,612
|
|
230,870,658
|
Company Proposals
Frequency of Future Advisory Votes on Executive Compensation. The
Companys shareholders voted upon a nonbinding, advisory proposal
regarding the frequency of future advisory votes on the
compensation of our named executive officers. The votes on this
proposal were as follows:
Companys shareholders voted upon a nonbinding, advisory proposal
regarding the frequency of future advisory votes on the
compensation of our named executive officers. The votes on this
proposal were as follows:
|
1 YEAR
|
2 YEARS
|
3 YEARS
|
ABSTAIN
|
|||
|
2,546,982,074
|
|
3,134,578
|
|
26,686,752
|
|
2,560,506
|
Based on this result and in accordance with the previous
recommendation of the Companys Board of Directors, the Company
will hold a nonbinding, advisory vote on the compensation of its
named executive officers annually until the next required vote on
the frequency of shareholder votes on executive compensation.
There were no broker non-votes with respect to this proposal.
recommendation of the Companys Board of Directors, the Company
will hold a nonbinding, advisory vote on the compensation of its
named executive officers annually until the next required vote on
the frequency of shareholder votes on executive compensation.
There were no broker non-votes with respect to this proposal.
Advisory Vote on Executive Compensation. The Companys shareholders
voted upon and approved, by nonbinding, advisory vote, the
compensation of the Companys named executive officers, as described
in the Companys proxy statement dated April 20, 2017. The votes on
this proposal were as follows:
voted upon and approved, by nonbinding, advisory vote, the
compensation of the Companys named executive officers, as described
in the Companys proxy statement dated April 20, 2017. The votes on
this proposal were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
2,144,490,348
|
|
430,713,268
|
|
4,160,294
|
|
230,870,658
|
Ratification of Independent Accountants. The Companys
shareholders voted upon and approved the ratification of the
appointment of Ernst Young LLP to serve as the Companys
independent registered accountants for the fiscal year ending
January 31, 2018. The votes on this proposal were as follows:
shareholders voted upon and approved the ratification of the
appointment of Ernst Young LLP to serve as the Companys
independent registered accountants for the fiscal year ending
January 31, 2018. The votes on this proposal were as follows:
|
For
|
|
Against
|
|
Abstain
|
|
2,788,622,867
|
|
18,607,145
|
|
3,004,556
|
There were no broker non-votes with respect to this proposal.
Shareholder Proposals
The Companys shareholders voted upon and rejected a shareholder
proposal regarding a policy that the chairman of the Companys
board of directors be independent. The votes on this proposal
were as follows:
proposal regarding a policy that the chairman of the Companys
board of directors be independent. The votes on this proposal
were as follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
390,704,056
|
|
2,174,537,608
|
|
14,122,246
|
|
230,870,658
|
The shareholder proponent or his appointed representative did not
appear and present the proposal requesting that the Company’s
governing documents be amended to allow shareholders to make
nominations for the Company’s board of directors. Therefore, the
proposal was not considered or voted on at the meeting.
appear and present the proposal requesting that the Company’s
governing documents be amended to allow shareholders to make
nominations for the Company’s board of directors. Therefore, the
proposal was not considered or voted on at the meeting.
Then, the Companys shareholders voted upon and rejected a
shareholder proposal requesting that the Company nominate for
election at least one director who is independent and has
environmental expertise. The votes on this proposal were as
follows:
shareholder proposal requesting that the Company nominate for
election at least one director who is independent and has
environmental expertise. The votes on this proposal were as
follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
55,005,436
|
|
2,498,658,491
|
|
25,699,983
|
|
230,870,658
|
Other Matters
to the advance-notice requirement of the Companys bylaws, the
Companys shareholders voted upon and rejected a shareholder
proposal that was raised from the floor of the annual meeting and
requested annual reporting of certain demographic information about
our Walmart U.S. associates. The votes on this proposal were as
follows:
Companys shareholders voted upon and rejected a shareholder
proposal that was raised from the floor of the annual meeting and
requested annual reporting of certain demographic information about
our Walmart U.S. associates. The votes on this proposal were as
follows:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
1,657
|
|
2,579,362,253
|
|
|
230,870,658
|
About Wal-Mart Stores, Inc. (NYSE:WMT)
Wal-Mart Stores, Inc. is engaged in the operation of retail, wholesale and other units in various formats around the world. The Company offers an assortment of merchandise and services at everyday low prices (EDLP). The Company operates through three segments: Walmart U.S., Walmart International and Sam’s Club. The Walmart U.S. segment operates retail stores in approximately 50 states in the United States, Washington D.C. and Puerto Rico, with three primary store formats, as well as digital retail. The Walmart U.S. segment is a mass merchandiser of consumer products, operating under the Walmart or Wal-Mart brands, as well as walmart.com. The Walmart International segment consists of operations in over 27 countries outside of the United States. The Sam’s Club consists of membership-only warehouse clubs and operates in approximately 48 states in the United States and in Puerto Rico, as well as digital retail.
