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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
June 3, 2020
Walmart Inc.
(Exact name of registrant as specified in its charter)
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| | |
Delaware | 001-06991 | 71-0415188 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
702 S.W. 8th Street
Bentonville, Arkansas 72716-0215
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code
(479) 273-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.10 per share | | WMT | | New York Stock Exchange |
1.900% Notes Due 2022 | | WMT22 | | New York Stock Exchange |
2.550% Notes Due 2026 | | WMT26 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 3, 2020, Walmart Inc. (the “Company”) held its Annual Shareholders’ Meeting (the “Meeting”). As of the close of business on April 9, 2020, the record date for the Meeting, there were 2,833,701,902 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 2,598,667,821 shares of the Company’s common stock were present in person or represented by proxy during the Meeting. During the Meeting, the Company’s shareholders voted on the matters set forth below.
Election of Directors
The Company’s shareholders elected for one-year terms all eleven persons nominated for election as directors as set forth in the Company’s proxy statement dated April 23, 2020. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:
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| | | | |
Nominee | For | Against | Abstain | Broker Non-Votes |
Cesar Conde | 2,370,556,237 | 6,481,221 | 2,904,992 | 218,725,371 |
Timothy P. Flynn | 2,360,461,678 | 16,603,216 | 2,877,556 | 218,725,371 |
Sarah J. Friar | 2,371,149,112 | 5,971,282 | 2,822,056 | 218,725,371 |
Carla A. Harris | 2,356,180,676 | 20,948,312 | 2,813,462 | 218,725,371 |
Thomas W. Horton | 2,297,904,160 | 79,142,457 | 2,895,833 | 218,725,371 |
Marissa A. Mayer | 2,359,693,170 | 17,471,975 | 2,777,305 | 218,725,371 |
C. Douglas McMillon | 2,361,386,430 | 15,725,183 | 2,830,837 | 218,725,371 |
Gregory B. Penner | 2,293,482,720 | 83,533,542 | 2,926,188 | 218,725,371 |
Steven S Reinemund | 2,337,534,887 | 39,494,360 | 2,913,203 | 218,725,371 |
S. Robson Walton | 2,306,346,374 | 70,820,622 | 2,775,454 | 218,725,371 |
Steuart L. Walton | 2,308,463,422 | 68,658,969 | 2,820,059 | 218,725,371 |
Company Proposals
Advisory Vote on Executive Compensation. The Company’s shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of the Company’s named executive officers, as described in the Company’s proxy statement dated April 23, 2020. The votes on this proposal were as follows:
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| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
2,239,910,482 | | 135,055,006 | | 4,976,962 | | 218,725,371 |
Ratification of Independent Accountants. The Company’s shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered accountants for the fiscal year ending January 31, 2021. The votes on this proposal were as follows:
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| | | | |
For | | Against | | Abstain |
2,556,995,365 | | 39,286,802 | | 2,385,654 |
There were no broker non-votes with respect to this proposal.
ASDA Sharesave Plan 2000. The Company’s shareholders voted upon and approved an amendment to increase the number of shares available for issuance under the ASDA Sharesave Plan 2000, as described in the Company’s proxy statement dated April 23, 2020. The votes on this proposal were as follows:
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| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
2,331,010,213 | | 45,179,336 | | 3,752,901 | | 218,725,371 |
Shareholder Proposals
The Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on the impacts of single-use plastic bags. The votes on this proposal were as follows:
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| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
402,379,415 | | 1,967,318,008 | | 10,245,027 | | 218,725,371 |
Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on supplier antibiotics use standards. The votes on this proposal were as follows:
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| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
89,840,521 | | 2,279,991,813 | | 10,110,116 | | 218,725,371 |
Then, the Company’s shareholders voted upon and rejected a shareholder proposal requesting the adoption of a policy to include hourly associates among the pool of potential director candidates. The votes on this proposal were as follows:
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| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
44,749,885 | | 2,329,450,623 | | 5,741,942 | | 218,725,371 |
Finally, the Company’s shareholders voted upon and rejected a shareholder proposal requesting that the company take specific steps to strengthen the prevention of workplace sexual harassment. The votes on this proposal were as follows:
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| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
312,085,162 | | 2,056,867,464 | | 10,989,824 | | 218,725,371 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2020
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| | |
| WALMART INC. |
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| By: | /s/Gordon Y. Allison |
| Name: | Gordon Y. Allison |
| Title: | Senior Vice President and Chief Counsel, Finance and Corporate Governance |