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Notice of 2021 Annual Shareholders' Meeting Notice of 2021 Annual Shareholders’ Meeting Wednesday, June 2, 2021 Virtual meeting at 10:30 a.m. Central Time www.virtualshareholdermeeting.com/WMT2021 Thank You, Associates Sam Walton said, “Our People Make the Difference,” and the last year has shown what a difference you make. Thank you for serving our customers, our neighbors, and each other during this unprecedented time. Visit our COVID-19 resource site to learn more: https://corporate.walmart.com/here-for-you MESSAGE FROM OUR CHAIRMAN Dear Fellow Shareholders: This past year was like none We’ve shown our appreciation to our our strategy going forward. We will associates, especially those serving continue to innovate to create a other in our history as the customers on the front line in our seamless, digital customer experience COVID-19 pandemic impacted stores, clubs, and supply chain, by and deepen our customer relationships, our businesses in markets paying four special cash bonuses to our which will also enable us to diversify around the world. I am so proud U.S. hourly associates in 2020. These our business model by providing special cash bonuses totaled more than related services such as healthcare, of how our team of amazing $1.5 billion and were in addition to U.S. marketplace, advertising, and financial associates has responded to hourly associates’ regular quarterly services. We are also finding new ways the challenges. We spent $4 incentive payments. We also enhanced to leverage the scale and breadth of billion in incremental costs our paid time off and leave policies our operations, bringing technology to during the pandemic while hiring life to better serve our customers and related to COVID-19 and more than 500,000 new associates associates. We are committed to doing implemented changes across to support increased demand. We’ve all this in a way that creates long-term our operations to make our also continued to invest in our people shareholder value by meeting the facilities safer for associates to as we transform into an omni-channel needs of all stakeholders, including organization. Last fall, we gave a our customers, associates, suppliers, work and our customers and raise to 165,000 associates in store business partners, communities, and members to shop. It has been leadership roles, including coaches, the planet. amazing to see our associates team leads, and supervisors. Earlier Your Board is highly engaged in adapt and continue to serve our this year, we announced that we are raising wages for 425,000 additional overseeing this strategy during this customers and communities associates. We’ve continued to invest time of rapid change. I am confident around the globe. to provide career advancement and that the Board has the right mix a ladder of opportunity through our of diverse skills, experience, and training and education programs and backgrounds to serve as a strategic by providing access to college degrees asset for our company, and is for as little as $1 a day. well-positioned to continue to guide us in the years to come. This past year also accelerated many of the customer trends we have been Thank you for your continued support focused on such as eCommerce of Walmart, and I encourage you adoption and contactless shopping, to attend our virtual shareholders’ and in doing so, confirmed that our meeting. Regardless of whether you strategy is the right one. Our progress are able to join us live virtually for the in the last few years in transforming 2021 Annual Shareholders’ Meeting, Walmart into a truly omni-channel your views are important to us, and business prepared us for this time I encourage you to vote your Shares as and put us in a position to accelerate described on page 101. Sincerely, Our progress in the last few years in transforming Walmart into a truly omni-channel business prepared us for this time and put us in a position to accelerate our strategy going forward. Gregory B. Penner, Chairman 2021 Proxy Statement 1 MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR Dear Fellow Shareholders: As I look back at my three term limits for independent directors customers, associates, suppliers, and years as your Lead Independent promote a disciplined director the communities in which we operate. refreshment process and give us This feedback is regularly shared with Director, I have seen first-hand visibility into future Board turnover, the Nominating and Governance that your Board’s commitment which we believe is an advantage in Committee of the Board, which I chair, to robust governance and Board succession planning. We believe and has helped inform our decision- oversight is a key to driving our approach to Board refreshment making and shape the disclosure in this has resulted in a diverse and highly proxy statement. sustainable, long-term value. skilled Board with the right mix of I believe this commitment perspectives, experience, and tenures We are also committed to ensuring has served us well during the to guide us through this exciting time that our compensation program in Walmart’s history. continues to be tied to performance in extraordinary challenges of the a way that supports our strategy during past year. Your Board actively seeks and this period of rapid change. The Board’s values feedback from shareholders Compensation and Management As Walmart’s transformation continues and other stakeholders. Since our Development Committee regularly to accelerate, the Board will need a 2020 Annual Shareholders’ Meeting, reviews the performance metrics diverse variety of skills, qualifications, we invited shareholders representing used in our incentive plans to ensure experience, and backgrounds to approximately 520 million Shares that they promote strong operating maximize its effectiveness. To this to participate in our outreach results while enabling investments that end, 5 of our directors have joined the program, and our management team support our ongoing transformation. Board in the last 5 years. Our 12-year ultimately engaged with shareholders Importantly, we did not adjust our representing approximately 470 million fiscal 2021 incentive goals or exclude Shares, or about 33% of our public any pandemic-related impacts when float. During these conversations calculating our incentive payouts for we discussed strategy, governance, fiscal 2021. You can learn more about compensation, sustainability, diversity our executive compensation program and inclusion, our efforts to keep in the CD&A beginning on page 40. our associates and customers safe during the COVID-19 pandemic, and Thank you for your investment in the actions we have taken for our Walmart. The Board continues to work associates from a pay and benefits to represent your interests and earn standpoint. Our management team your trust. also regularly seeks feedback from our Sincerely, We believe our approach to Board refreshment has resulted in a diverse and highly skilled Board with the right mix of perspectives, experience, and tenures to guide us through this exciting time in Walmart’s history. Thomas W. Horton, Lead Independent Director 2 www.walmart.com NOTICE OF 2021 ANNUAL SHAREHOLDERS’ MEETING How to Attend the Virtual Shareholders’ Meeting Virtual Shareholders’ Meeting at: Who Can Vote www.virtualshareholdermeeting.com/WMT2021 The record date for the 2021 Annual Shareholders’ Due to the ongoing impacts of the COVID-19 pandemic, for the safety of all of our shareholders, associates, Meeting is April 9, 2021. and other members of the community, our 2021 Annual Shareholders’ Meeting will be held in a virtual meeting This means that you are format only with no physical location. Shareholders who held Shares as of the record date may only attend the entitled to receive notice meeting online by logging in at: www.virtualshareholdermeeting.com/WMT2021 on the date and time provided in of the meeting and vote this notice. You will not be able to attend the meeting in person. your Shares held as of that The live audio webcast for the meeting will begin promptly at 10:30 a.m., Central Time on Wednesday, June 2, 2021. date during the meeting if Please see pages 100-102 for additional information about how to access, vote, examine the list of shareholders, you were a shareholder of and submit questions during the meeting. For shareholders of record who are entitled to attend the meeting, the record as of the close of list of shareholders of record will be available during the meeting at www.virtualshareholdermeeting.com/WMT2021. business on April 9, 2021. Items of Business To elect as directors the 12 To vote on a non-binding, To ratify the appointment To vote on the 5 shareholder nominees identified in this advisory resolution to of Ernst & Young LLP as the proposals described in proxy statement. approve the compensation of company’s independent the accompanying proxy Walmart’s named executive accountants for the fiscal year statement, if properly officers. ending January 31, 2022. presented at the meeting. (PAGE 8) (PAGE 39) (PAGE 80) (PAGE 85) Vote FOR Vote FOR Vote FOR Vote AGAINST each Shareholder Proposal Shareholders may also transact any other business properly brought before the 2021 Annual Shareholders’ Meeting. How to Cast Your Vote (PAGE 101) INTERNET (BEFORE CALL MOBILE DEVICE MAIL DURING THE THE MEETING) 1-800-690-6903 Scan the QR code on Mail your signed VIRTUAL MEETING www.proxyvote.com your proxy card, notice proxy card or voting Please see pages 100-102 of internet availability instruction form for details about how of proxy materials, or to attend and vote voting instruction form your Shares during the virtual meeting. April 22, 2021 By Order of the Board of Directors, Rachel Brand Executive Vice President, Global Governance, Chief Legal Officer, and Corporate Secretary This proxy statement and our Annual Report to Shareholders for the fiscal year ended January 31, 2021, are available in the “Investors” section of our corporate website at http://stock.walmart.com/annual-reports.
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