2020 Walmart Proxy Statement
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Notice of 2020 Annual Shareholders’ Meeting Wednesday, June 3, 2020 Virtual meeting at 10:30 a.m. Central Time www.virtualshareholdermeeting.com/WMT2020 We’re helping customers save money and time with omni-channel convenience through our retail stores and eCommerce. The principles laid out by Sam Walton when he founded our company continue to guide us every day. They are our guiding philosophy, centered around four values that have withstood the test of time and shape how we communicate both internally and externally. Our Values Culture is the foundation of everything we do at Walmart. Since we first opened our doors, our beliefs have been grounded in a values-based, ethically led organization, and it’s this foundation that continues to influence our decisions and leadership. Act with Integrity Service to our Respect for Strive for We act with the highest Customers the Individual Excellence level of integrity by We’re here to serve We value every associate, We work as a team and being honest, fair, and customers, support each own the work we do, and model positive examples objective, while operating other, and give to our communicate by listening while we innovate and in compliance with all laws local communities. and sharing ideas. improve every day. and our policies. Learn More About Walmart http://stock.walmart.com/investors/ financial-information/annual-reports-and- proxies/default.aspx The information in our Annual Report to Shareholders and our report on various environmental, social, and governance initiatives and matters is not incorporated by reference into, and does not form part of, this proxy statement. 2 www.walmart.com Messages from our Chairman and our Lead Independent Director We are pleased to invite you to join us for Walmart’s 2020 Annual Shareholders’ Meeting on June 3, 2020 at 10:30 a.m. Central Time. Due to the public health impact of the coronavirus (COVID-19), the 2020 Annual Shareholders’ Meeting will be a completely virtual meeting conducted via webcast. You will be able to participate in the virtual meeting online, vote your shares electronically, and submit questions by visiting www.virtualshareholdermeeting.com/WMT2020. Dear Fellow Shareholders: Dear Fellow Shareholders: As I did in my letter last year, I’d like to highlight some ways we As I complete my second year as your Lead Independent Director, I want are driving Walmart’s ongoing transformation, guided by the to emphasize your Board’s ongoing commitment to robust governance four key components of our plan to win: and oversight. Make every day easier Sharpen our culture and Continued focus on Board effectiveness now and in the future. As for busy families; become more digital; Walmart’s strategy continues to evolve, so will the skills, qualifications, experiences, and backgrounds that the Board seeks in director nominees. Operate with discipline; Make trust a and competitive advantage. Our 12-year term limits for independent directors promote a disciplined director refreshment process, while our robust board evaluation process These areas of focus are fundamental in running our business provides insights into the needs of the Board in the future. We believe every day, and even more so as Walmart plays an important role during the current global health crisis. Families need us more now that this process has resulted in a diverse and highly skilled Board with than ever. Communities, customers and associates are counting the right mix of perspectives, experiences, and tenures to guide us on us. During this challenging time, we are keeping health and through this period of rapid change, and to provide effective leadership safety a priority by making our facilities safer for our associates as we continue to serve our communities while protecting our associates to work and our customers and members to shop through actions and customers during this current global health crisis. such as increased sanitation, limiting the number of people in stores and clubs, and expanding no-contact pickup and delivery We value your feedback. This year marked the sixth year of our expanded services. We appreciate the gravity of the responsibility we shareholder engagement program, and since our last shareholders’ have, and we are grateful and proud of our associates doing meeting, we invited shareholders representing approximately 570 million extraordinary things to help communities across the globe. Shares, including many of our largest investors, to participate in We made significant progress against each of the key components our outreach program. We ultimately engaged with shareholders of our plan in fiscal 2020. We have continued to expand our representing approximately 525 million Shares, or about 38% of our U.S. omni-channel platform and now offer grocery pickup at approximately 3,200 locations and grocery delivery at 1,600 public float, to discuss strategy, governance, compensation, and locations. We grew Walmart U.S. eCommerce sales by 37% with sustainability, among other topics. These conversations have contributed improved customer satisfaction. Outside of the U.S., we are to our governance best practices and have helped us continue to expanding our ecosystems, with Flipkart and PhonePe scaling enhance our disclosures in this proxy statement to provide investors with quickly in India and same-day delivery in key markets. We continue the information they seek. to innovate in the way we work by becoming more digital and working in small teams to drive innovation – and we’re continuing Ensuring our compensation practices support our strategy. We are to invest in our associates’ pay, benefits, tools, and training. We committed to ensuring that our compensation program continues to are also finding new ways to leverage the scale and breadth of support our strategy during this period of rapid change. The Board’s our operations, bringing technology to life to better serve our Compensation and Management Development Committee regularly customers in a more seamless way. We are committed to earning the trust of our customers, communities, and other stakeholders. reviews the performance metrics used in our incentive plans to ensure that they promote strong operating results and investments that support Your Board is highly engaged in overseeing our ongoing transformation. We are confident that the Board has the right mix of our ongoing transformation. Over the past several years, the CMDC diverse skills, experiences, and backgrounds to serve as a strategic has introduced greater differentiation to reward high performance, asset. We are also focused on thoughtful board refreshment, with shifted our pay mix to place a greater emphasis on equity ownership, and term limits for independent directors and a robust director succession simplified our long-term incentive awards. You can learn more about our planning and recruitment process. I am confident your Board is well- executive compensation program in the CD&A beginning on page 42. positioned to continue to guide us in the years to come. Thank you for your continued support of Walmart, and I Thank you for your investment in Walmart. The Board continues to work encourage you to attend our virtual shareholders’ meeting. to represent your interests and earn your trust. Regardless of whether you are able to join us live for the 2020 Annual Shareholders’ Meeting, your views are important to us, and I encourage you to vote your Shares as described on page 102. Sincerely, Sincerely, Gregory B. Penner Thomas W. Horton Chairman Lead Independent Director 2020 Proxy Statement 3 Notice of 2020 Annual Shareholders' Meeting How to Attend the Virtual Shareholders’ Meeting Virtual Shareholders’ Meeting at: www.virtualshareholdermeeting.com/WMT2020 Who Can Vote In light of the COVID-19 outbreak, for the safety of all of our shareholders, associates, and other The record date for the 2020 Annual members of the community, our 2020 Annual Shareholders’ Meeting will be held in a virtual Shareholders’ Meeting is April 9, 2020. meeting format only with no physical location. Shareholders who held Shares as of the record date This means that you are entitled to may only attend the meeting online by logging in at: www.virtualshareholdermeeting.com/WMT2020 receive notice of the meeting and vote on the date and time provided in this notice. You will not be able to attend the meeting in person. your Shares held as of that date during The meeting will begin promptly at 10:30 a.m., Central Time on Wednesday, June 3, 2020. the meeting if you were a shareholder Please see pages 101-102 for additional information about how to access, vote, examine the of record as of the close of business on list of shareholders, and submit questions during the meeting. For shareholders of record who April 9, 2020. are entitled to attend the meeting, the list of shareholders of record will be available at www.virtualshareholdermeeting.com/WMT2020 during the meeting. Items of Business Reference Board Recommendation Page To elect as directors the 11 nominees identified in this proxy statement. FOR 10 1 To vote on a non-binding, advisory resolution to approve the FOR 41 2 compensation of Walmart’s named executive officers. To ratify the appointment of Ernst & Young LLP as the company’s FOR 80 3 independent accountants for the fiscal year ending January 31, 2021. To vote on the approval of an Amendment to the ASDA Sharesave FOR 85 4 Plan 2000. To vote on the 4 shareholder proposals described in the accompanying AGAINST 89 5 proxy statement, if properly presented at the meeting. each Shareholder Proposal Shareholders may also transact any other business properly brought before the 2020 Annual Shareholders’ Meeting. How to Cast Your Vote (page 102) Internet Call Mobile Device Mail During the Virtual Meeting (before the 1-800-690-6903 Scan the QR code on your Mail your signed Please see pages 101-102 for details meeting) proxy card, notice of internet proxy card or voting about how to attend and vote your www.proxyvote.com availability of proxy materials, instruction form Shares during the virtual meeting.