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Notice of Annual Shareholders' Meeting and Proxy Statement 2016 Notice of Annual Shareholders’ Meeting and Proxy Statement Friday, June 3, 2016 8:00 a.m., Central time Bud Walton Arena, University of Arkansas, Fayetteville, Arkansas NYSE: WMT “Our Board has the right skills and experience to support the company's strategy.” April 20, 2016 Dear Fellow Shareholders: We are pleased to invite you to attend Walmart’s 2016 maximize our effectiveness as we adapt to evolving Annual Shareholders’ Meeting on June 3, 2016 at 8:00 customer needs. These changes include reducing the a.m. Central Time. If you plan to attend, please see size of the Board while maintaining its independence, page 94 for admission requirements. For those unable changing the composition of Board committees, to join in-person, the meeting will also be webcast at and ensuring that Board and committee agendas www.stock.walmart.com. are focused on Walmart’s strategic priorities. We have revised the Corporate Governance section of Walmart is going through a period of transformation as our proxy statement to provide more information on we make strategic investments to better serve customers these topics (see page 12). Your Board is committed and drive shareholder value. Over the past year, we have to continuous improvement, and in early 2016 we actively engaged with many of our largest institutional engaged a third party consulting firm to help us think shareholders to understand their perspectives on a variety about ways to further improve our effectiveness. The of topics, including corporate strategy, governance, and sentiment from shareholders has been consistent – compensation. We both participated in this engagement effort and we would like to take this opportunity to update that the value, quality, and diversity of our directors you on some of the themes from these discussions, are strategic assets for Walmart. which are also key focus areas for our Board. Our compensation program is aligned with our strategy Our Board is actively engaged in company strategy •• The Compensation, Nominating and Governance Committee of our Board regularly reviews the • • We remain focused on the execution of our enterprise performance metrics used in our incentive plans strategy – working to win with stores, deepening and has determined that they are appropriately digital relationships with customers, and bolstering aligned with shareholder interests. We have revised critical capabilities such as our next generation supply the disclosure in the Compensation Discussion chain, technology and data, our talent, and how we and Analysis section of our proxy statement to work. The Board believes that this strategy positions address some of the frequently asked questions the company for sustainable growth in the future. from shareholders, and to more clearly describe We have challenged management to accelerate the the direct link between executive compensation and pace of change even further, and we are tracking corporate strategy (see page 39). In our conversations, various metrics such as comp sales and customer shareholders expressed a variety of viewpoints on satisfaction scores to monitor progress in delivering our executive compensation program, but most felt the strategy. In our conversations with shareholders, it was appropriately performance-based and aligned they expressed strong support for our investments with our strategy. in our people and technology, as we seek to deliver a seamless shopping experience for our customers. The Board greatly values shareholder feedback and thanks those of you who contributed to the constructive Our Board has the right skills and experience dialogue. You have challenged us to continue to improve to support the company’s strategy our proxy statement disclosure, and we hope that you will find this year’s proxy statement even better than the •• We believe that Board refreshment and succession last. Thank you for being a Walmart shareholder and planning are critical as Walmart continues to change we look forward to seeing many of you at the meeting for our customer. We’ve added 5 new independent in June. Regardless of whether or not you attend the directors to the Board in the last 4 years, and we’ve meeting in person, your vote is important to us. For made changes to the way the Board operates to instructions on how to vote, please see page 91 of our proxy statement. Gregory B. Penner Dr. James I. Cash, Jr. Chairman Lead Independent Director Notice of 2016 Annual Shareholders’ Meeting Friday, June 3, 2016 8:00 a.m., Central time Bud Walton Arena, University of Arkansas Campus, Fayetteville, Arkansas 72701 Please join our Board of Directors, senior leadership, and other shareholders for the Wal-Mart Stores, Inc. 2016 Annual ■ HOW TO CAST YOUR VOTE (PAGE 91) Shareholders’ Meeting. You can vote by any of the following methods: ■ ITEMS OF BUSINESS 1. To elect as directors the 12 nominees identified in the on the internet at www.proxyvote.com; accompanying proxy statement; 2. To vote on a non-binding, advisory resolution to approve the compensation of the company’s named executive officers; calling toll-free (U.S. and Canada) at 1-800-690-6903; 3. To vote on the approval of the Wal-Mart Stores, Inc. 2016 Associate Stock Purchase Plan; on your mobile device by scanning the QR code 4. To ratify the appointment of Ernst & Young LLP as the on your proxy card, notice of internet availability of company’s independent accountants for the fiscal year ending proxy materials, or voting instruction form; January 31, 2017; 5. To vote on the 3 shareholder proposals described in the mailing in your signed proxy card or voting instruction accompanying proxy statement, if properly presented at the form (if you received one); or meeting; and 6. To transact any other business properly brought before the in person at the 2016 Annual Shareholders’ Meeting. 2016 Annual Shareholders’ Meeting. ■ RECORD DATE ■ HOW TO ATTEND THE MEETING The record date for the meeting is April 8, 2016. This means that you are entitled to receive notice of the meeting and vote If you plan to attend the meeting in person, please see page 94 your shares at the meeting if you were a shareholder of record for admission requirements. as of the close of business on April 8, 2016. The proxy statement and our Annual Report to Shareholders for the fiscal year ended January 31, 2016, are available in the “Investors” section of our corporate website at http://stock. walmart.com/annual-reports. April 20, 2016 By Order of the Board of Directors Jeffrey J. Gearhart Executive Vice President, Global Governance and Corporate Secretary Table of Contents STOCK OWNERSHIP 75 Holdings of Major Shareholders ............................................................................................ 75 Holdings of Officers and Directors �������������������������������������������������������������������������������������� 76 LETTER FROM CHAIRMAN AND LEAD INDEPENDENT Section 16(a) Beneficial Ownership Reporting Compliance ........................... 77 DIRECTOR 3 Proposal No. 3: Approval of the Wal-Mart Stores, Inc. 2016 Associate Stock Purchase Plan ������������������������������������������������������������������������������ 77 NOTICE OF 2016 ANNUAL SHAREHOLDERS’ MEETING 5 AUDIT MATTERS 79 Audit Committee Report ............................................................................................................. 79 PROXY STATEMENT SUMMARY 8 Audit Committee Financial Experts..................................................................................... 80 Audit Committee Pre-Approval Policy .............................................................................. 81 Transaction Review Policy .......................................................................................................... 81 CORPORATE GOVERNANCE 12 Proposal No. 4: Ratification of Independent Accountants ............................. 82 Proposal No. 1: Election of Directors .............................................................................. 12 SHAREHOLDER PROPOSALS 84 Board Leadership Structure ..................................................................................................... 24 Board Committees ������������������������������������������������������������������������������������������������������������������������� 25 Proposal No. 5: Request to Adopt an Independent Chairman Policy ������ 84 Board Meetings and Director Attendance .................................................................... 28 Walmart’s Statement in Opposition to Proposal No. 5 .......................................... 85 Board Attendance at Annual Shareholders’ Meetings ........................................ 28 Proposal No. 6: Request for Annual Report Regarding Incentive Communicating with the Board ............................................................................................. 28 Compensation Plans ...................................................................................................................... 86 Board Evaluations and Board Effectiveness ............................................................... 29 Walmart’s Statement in Opposition to Proposal No. 6 ........................................... 86 Board Refreshment and Succession Planning.......................................................... 29 Proposal No. 7: Request for Report Regarding Criteria for Director Onboarding and Engagement with the Business ������������������������������ 30 Operating in High-Risk Regions ...........................................................................................
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