S-8

As filed with the Securities and Exchange Commission on September 9, 2019

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WALMART INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State of Incorporation)	71-0415188 (I.R.S. Employer Identification No.)
702 Southwest 8th Street Bentonville, Arkansas 72716 (Address of Principal Executive Offices)	72716 (Zip Code)

WALMART 401(k) PLAN

(formerly known as the “Wal-Mart Profit Sharing and 401(k) Plan”)

(Full title of the plan)

Jennifer Rudolph, Esq. Senior Counsel, Corporate Walmart Inc. 702 Southwest 8th Street Bentonville, Arkansas 72716 (479) 273-4000	With a copy to: Courtney Cochran Butler Hunton Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 (713) 220-4200
(Name, address, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	ý	Accelerated Filer	o
Non-Accelerated Filer	o	Smaller Reporting Company	o
		Emerging Growth Company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of securities to be registered (1)	Amount to be registered (2)(3)	Proposed maximum offering price per share (4)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.10 par value per share	10,000,000 shares	$114.40	$1,144,000,000	$138,652.80

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2) Pursuant to Rule 416(a) under the Securities Act this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

(3) The shares of common stock registered by this registration statement are in addition to 70,000,000 shares of common stock previously registered on Form S-8 (Registration Nos. 333-29847, 333-109421 and 333-187577) with respect to the Walmart 401(k) Plan. This registration statement is being filed to register an additional 10,000,000 shares of common stock that may be issued under such Walmart 401(k) Plan.

(4) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act based on the average of the high and low trading prices of a share of common stock of the registrant on the New York Stock Exchange on September 3, 2019.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required in Part I of Form S-8 will be delivered to participants in the Walmart 401(k) Plan as specified by Rule 428(b)(1) under the Securities Act. These documents are not being filed by the registrant with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents have been filed by the registrant with the Commission and are incorporated herein by reference:

(a) The registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2019 (the “Annual Report”), which contains the registrant’s audited financial statements for the registrant’s last completed fiscal year and which was filed with the Commission on March 28, 2019.

(b) The registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended April 30, 2019, which was filed with the Commission on June 6, 2019, and for the quarterly period ended July 31, 2019, which was filed with the Commission on September 6, 2019.

(c) The registrant’s Current Reports on Form 8-K filed with the Commission on February 11, 2019, April 22, 2019, June 10, 2019, June 20, 2019, and July 26, 2019.

(d) As required by Form S-8 of the Commission, the description of the Common Stock, $0.10 par value per share, of the registrant (the “Common Stock”), contained in the registrant’s Registration Statement on Form 8-A filed by the registrant with the Commission on October 26, 1971 to register the class of Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulation of the Commission promulgated thereunder (the “Form 8-A Registration Statement”), including any amendment to such Form 8-A Registration Statement or report filed by the registrant under the Exchange Act and the rules and regulations of the Commission promulgated thereunder for the purpose of updating such description in the Form 8-A Registration Statement (Commission File 001-6991).

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of Common Stock offered under this registration statement have been sold or which deregisters all of such shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that the statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, or in any document forming any part of the Section 10(a) prospectus to be delivered to participants in connection herewith, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

To ensure that an appropriate and current description of the Common Stock is included in this registration statement and to amend and update the description of the class of the Common Stock set forth in the Form 8-A Registration Statement, as amended and updated to date, the registrant has attached hereto as Exhibit 99.1 a description of the Common Stock, which description is incorporated by reference in this registration statement as if set forth in full herein.

Item 4.Description of Securities.

Not Applicable.

Item 5.Interests of Named Experts and Counsel.

Not Applicable.

Item 6.Indemnification of Directors and Officers.

The Amended and Restated Bylaws of the registrant provide that the registrant shall indemnify any person made or threatened to be made a party to any threatened, pending or completed action, lawsuit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the registrant (or is or was serving at the request of the registrant as a director or officer for another entity) to the full extent it has the power to do so under the Delaware General Corporation Law and other applicable law, except that the registrant need not indemnify any such person in connection with a proceeding initiated against the registrant by that person unless the proceeding was authorized by the registrant’s board of directors. The Amended and Restated Bylaws further provide that the registrant may indemnify, to the full extent it has the power to do so under the Delaware General Corporation Law and other applicable law, any person made or threatened to be made a party to any proceeding by reason of the fact that such person is or was an associate or agent of the registrant (or is or was serving at the request of the registrant as an employee or agent of another entity).

Pursuant to Section 145 of the Delaware General Corporation Law, among other things, the registrant has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the registrant) by reason of the fact that the person is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. This power to indemnify applies only if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

This power to indemnify applies to actions or suits brought by or in the right of the registrant to procure a judgment in its favor as well, but only to the extent of expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the registrant, and, with the further limitation that in such actions or suits no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the registrant, unless and only to the extent that the Delaware Court of Chancery, or such other court as may be selected or consented to by the Company, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

To the extent that a present or former director or officer of the registrant is successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter of the type described in the two preceding paragraphs, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

The Restated Certificate of Incorporation of the registrant, as amended to date, provides that, to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of the registrant shall not be liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. The Delaware General Corporation Law permits Delaware corporations to include in their certificates of incorporation a provision eliminating or limiting director liability for monetary damages arising from breaches of their fiduciary duty. The only limitations imposed under the statute are that the provision may not eliminate or limit a director’s liability (i) for breaches of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or known violations of law, (iii) for the payment of unlawful dividends or unlawful stock purchases or redemptions or (iv) for transactions in which the director received an improper personal benefit.

The registrant is insured against liabilities that it may incur by reason of its indemnification of officers and directors in accordance with its Amended and Restated Bylaws. In addition, the directors and officers of the registrant are insured, at the expense of the registrant, against certain liabilities that might arise out of their employment and are not subject to indemnification under its Amended and Restated Bylaws.

The foregoing summaries are necessarily subject to the complete texts of Section 145 of the Delaware General Corporation Law, the Restated Certificate of Incorporation, as amended, of the registrant and the Amended and Restated Bylaws of the registrant referred to above and are qualified in their entirety by reference thereto.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

4.1 Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K that the Company filed with the Commission on February 1, 2018 (File No. 001-06991)

4.2 Amended and Restated Bylaws of the Company are incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K that the Company filed with the Commission on July 26, 2019 (File No. 001-06991)

+5.1 Opinion of Hunton Andrews Kurth LLP

+23.1 Consent of Ernst & Young LLP

23.2 Consent of Hunton Andrews Kurth LLP (contained in Exhibit 5.1 hereto)

24.1 Power of Attorney (contained on the signature page of this Registration Statement)

+99.1 Description of the Common Stock of Walmart Inc.    

+Filed herewith

Item 9.Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in

the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bentonville, State of Arkansas, on September 9, 2019.

WALMART INC.
By:	/s/ C. Douglas McMillon
Name:	C. Douglas McMillon
Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Douglas McMillon, M. Brett Biggs and Rachel Brand, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the 9th day of September, 2019.

Signature	Title
/s/ Gregory B. Penner	Chairman of the Board of Directors and Director
Gregory B. Penner
/s/ C. Douglas McMillon	President, Chief Executive Officer and Director
C. Douglas McMillon	(Principal Executive Officer)
/s/ M. Brett Biggs	Executive Vice President and Chief Financial
M. Brett Biggs	Officer (Principal Financial Officer)
/s/ David M. Chojnowski	Senior Vice President and Controller
David M. Chojnowski	(Principal Accounting Officer)
/s/ Cesar Conde	Director
Cesar Conde
/s/ Stephen J. Easterbrook	Director
Stephen J. Easterbrook
/s/ Timothy P. Flynn	Director
Timothy P. Flynn
/s/ Sarah J. Friar	Director
Sarah J. Friar
/s/ Carla A. Harris	Director
Carla A. Harris
/s/ Thomas W. Horton	Director
Thomas W. Horton

Signature	Title
	Director
Marissa A. Mayer
/s/ Steven S Reinemund	Director
Steven S Reinemund
/s/ S. Robson Walton	Director
S. Robson Walton
/s/ Steuart L. Walton	Director
Steuart L. Walton

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K that the Company filed with the Commission on February 1, 2018 (File No. 001-06991)
4.2	Amended and Restated Bylaws of the Company are incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K that the Company filed on July 26, 2019 (File No. 001-06991)
+5.1	Opinion of Hunton Andrews Kurth LLP
+23.1	Consent of Ernst & Young LLP
23.2	Consent of Hunton Andrews Kurth LLP (contained in Exhibit 5.1 hereto)
24.1	Power of Attorney (contained on the Signature Page of this Registration Statement)
+99.1	Description of the Common Stock of Walmart Inc.

+Filed herewith

EX-5.1

EXHIBIT 5.1

Hunton Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

+1.713.220.4200 Phone

+1.713.220.4285 Fax

HuntonAK.com

September 9, 2019

Walmart Inc.

702 SW 8th Street

Bentonville, Arkansas 72716

Re: Walmart Inc.

Registration Statement on Form S-8 relating to the Walmart 401(k) Plan

Ladies and Gentlemen:

We have acted as special counsel for Walmart Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of its Registration Statement on Form S-8 (the “Registration Statement”), which relates to the registration pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated thereunder, of the offer and sale of a total of 10,000,000 shares of the common stock, $0.10 par value per share, of the Company (the “Common Stock”) pursuant to the Walmart 401(k) Plan, as amended and restated to date (the “Plan”). The shares of Common Stock to which the Registration Statement relates are referred to herein as the “Shares.” The Plan reflects the amendment, restatement and renaming of the Wal-Mart Profit Sharing Plan and 401(k) Plan, which Wal-Mart Profit Sharing Plan and 401(k) Plan reflected the amendment and renaming of the Wal-Mart Stores, Inc. 401(k) Retirement Savings Plan.

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8, which incorporate the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion expressed herein, we have examined and relied upon, without investigation or independent verification, among other things, executed originals, counterparts or copies of the Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, each as amended and restated to date, the Registration Statement in the form to be filed with the Securities and Exchange Commission (the “Commission”), the Plan, certain resolutions of the Board of Directors of the Company certified to us to be true, complete and correct by the Company and such other records and documents as we considered necessary or appropriate to enable us to express the opinion expressed herein. In all such examinations, we have assumed the authenticity and completeness of all documents submitted to us as originals and the conformity to authentic and complete originals of all documents submitted to us as photostatic, conformed, notarized or certified copies. As to facts material to our opinion, we have relied, to the extent that we deem such reliance proper and without investigation or independent verification, upon certificates of public officials and a certificate of the Company or of officers or other representatives of the Company. For purposes of rendering the opinion expressed below, we have assumed (i) that any conditions to the issuance and sale of the Shares pursuant to the Plan made thereunder have been or will be satisfied in full at the time of each issuance and sale of Shares pursuant to the Plan and (ii) that, at the time of issuance and sale of each of the Shares pursuant thereto, the Plan will remain in effect and will not have been amended or modified in any manner that affects adversely the validity of the Shares upon issuance and sale under the terms of the Plan.

Based on the foregoing and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, subject to the Registration Statement becoming effective under the Act and compliance with all other applicable securities laws, the Shares issued after the date on which the Registration Statement becomes effective that are original issuance securities, when issued in accordance with the terms of the Plan, upon receipt by the Company of payment for such Shares of an amount of cash, or other legal consideration having a value, of not less than the aggregate par value of such Shares, and upon due registration of such Shares on the Company’s stock transfer records in the name or on behalf of the persons acquiring such Shares pursuant to the Plan, will be validly issued, fully paid and nonassessable.

The opinion expressed above is limited to the General Corporation Law of the State of Delaware and the applicable federal laws of the United States of America, in each case as in effect on the date of this opinion letter. We do not express any opinion as to the laws of any other jurisdiction.

Letter to Walmart Inc.    

September 9, 2019

Page 2

The opinion expressed above is rendered as of the date hereof, and we assume no obligation to update or supplement such opinion to reflect any change of fact, circumstance or law after the date hereof. We express no legal opinion upon any matter other than that explicitly addressed above, and our express opinion herein contained shall not be interpreted to be an implied opinion upon any other matter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Hunton Andrews Kurth LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 10,000,000 common shares of Walmart Inc. for the Walmart 401(k) Plan of our reports dated March 28, 2019, with respect to the consolidated financial statements of Walmart Inc. and the effectiveness of internal control over financial reporting of Walmart Inc. included in its Annual Report (Form 10-K) for the year ended January 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Rogers, Arkansas

September 9, 2019

EX-99.1

Exhibit 99.1

DESCRIPTION OF THE COMMON STOCK

General

The following is a summary of the material rights and privileges of shares of the Common Stock, $0.10 par value per share (the “Common Stock”), of Walmart Inc., a Delaware corporation (the “Company,” “we,” or “us”), and certain provisions of our restated certificate of incorporation and our amended and restated bylaws as currently in effect. The following description does not purport to be complete and is subject to, and qualified in its entirety by, our restated certificate of incorporation (the “Certificate of Incorporation”), a copy of which has been filed with the Securities and Exchange Commission (the “Commission”) as Exhibit 3.1 to our Current Report on Form 8-K as filed with the Commission on February 1, 2018, and our amended and restated bylaws (our “Bylaws”), a copy of which is Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on July 26, 2019.

Pursuant to our restated certificate of incorporation, our authorized capital stock consists of 11,100,000,000 shares, with a par value of $0.10 per share, of which 11,000,000,000 shares are designated as the Common Stock and 100,000,000 shares are designated as preferred stock. At August 31, 2019, we had 2,844,514,977 shares of the Common Stock issued and outstanding and no shares of our preferred stock issued and outstanding. The number of shares of the Common Stock issued and outstanding varies from time to time.

Voting Rights

Each holder of shares of the Common Stock is entitled to one vote for each share owned of record on all matters submitted to a vote of shareholders. Except as noted below or as otherwise required by the General Corporation Law of Delaware, as amended to the date of the Registration Statement on Form S-8 to which this description is an exhibit (the “Delaware General Corporation Law”), the vote of shareholders required to decide any question brought before a shareholder meeting at which a quorum is present is a majority of the outstanding shares present in person or represented by proxy at that meeting and entitled to vote on the question subject to the shareholder vote. In a contested election of directors, which is an election in which there are more nominees for election than board positions to be filled, directors are elected by the vote of a plurality of the outstanding shares present in person or represented by proxy at that meeting and entitled to vote on the election of directors. The holders of a majority of the outstanding shares of our stock must approve any amendments to our certificate of incorporation, any merger or consolidation to which we are a party (other than parent-subsidiary mergers), any sale of all or substantially all of our assets or our dissolution as a corporation. In addition, the Delaware General Corporation Law requires the holders of a majority of the outstanding shares of our stock to approve any conversion of our corporation to another type of entity, such as a limited liability company. Our shareholders do not have cumulative voting rights as to the election of directors.

Dividends

Subject to the preferential rights of any holders of any series of our preferred stock that may be issued in the future, the holders of the Common Stock are entitled to such dividends and distributions, whether payable in cash or otherwise, as may be declared from time to time by our board of directors from legally available funds.

Liquidation Distributions

Subject to the preferential rights of holders of any series of our preferred stock that may be issued in the future, upon our liquidation, dissolution or winding-up and after payment of all prior claims against our assets and our outstanding obligations, the holders of the Common Stock will be entitled to receive, pro rata, all our remaining assets.

Preemptive, Conversion, Redemption or Similar Rights

The holders of shares of the Common Stock are not entitled to any preemptive or other similar rights to subscribe for or acquire additional shares of the Common Stock or other of our securities. The shares of the Common Stock are not subject to conversion or redemption by the Company and the holders of shares of the Common Stock do not have any right or option to convert such shares into any other security or property of the Company or to cause the Company to redeem such shares of the Common Stock. There are no sinking fund provisions applicable to the Common Stock.

Fully Paid and Non-Assessable Shares; No Liability for Corporate Obligations

All of the outstanding shares of the Common Stock are fully paid and non-assessable, which means the holders of the outstanding shares of the Common Stock may not be required to contribute additional amounts of capital or pay additional amounts with respect to such shares of the Common Stock to the Company. A share of the Common Stock is fully paid and non-assessable if such share has been issued for consideration legally permissible under the Delaware General Corporation Law and having a value at least equal to the par value of such share of the Common Stock. Holders of fully paid and non-assessable shares of the Common Stock will not be liable for any obligations or liabilities of the Company that the Company may fail to discharge.

Certificate of Incorporation and Bylaws

Our Certificate of Incorporation and our Bylaws include the following provisions, among others:

a.each of our directors is elected annually;

b.each of our directors may be removed for cause or without cause only by the vote of, and replaced by a new director elected by the vote of, the holders of a majority of the outstanding shares of the Common Stock;

c.except as noted above, vacancies on our board of directors, and any new director positions created by the expansion of our board of directors, may be filled only by a majority of the directors then in office;

d.actions to be taken by our shareholders may be effected at an annual or special meeting of our shareholders or by a written consent setting forth the action to be taken and signed by our shareholders having at least the number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted and such consent in delivered to our Company as prescribed by the Delaware General Corporation Law;

e.special meetings of our shareholders may be called by a majority of our board of directors, our chairman of the board or by our chief executive officer and are to be called upon the request of one or more shareholders owning in the aggregate at least 10% of the voting power of our issued and outstanding shares of capital stock;

f.our Bylaws establish an advance notice procedure for shareholders to submit proposed nominations of persons for election to our board of directors and other proposals for business to be brought before an annual meeting of our shareholders;

g.our board of directors may issue up to 100,000,000 shares of preferred stock, with designations, rights and preferences as may be determined from time to time by our board of directors; and

h.our Bylaws may be amended by our shareholders or our board of directors.

Listing

Shares of the Common Stock are listed for trading on the NYSE under the symbol “WMT.”

Transfer Agent and Registrar

The transfer and registrar for the Common Stock is Computershare Trust Company, N.A.