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2015 Proxy Statement STOCK OWNERSHIP 78 Notice of 2015 Annual Shareholders’ Meeting and Proxy Statement Friday, June 5, 2015, at 7:30 a.m., Central time Bud Walton Arena, University of Arkansas, Fayetteville, Arkansas NYSE: WMT April 22, 2015 Dear Fellow Shareholders: We hope you will review the information provided in this proxy statement and attend Walmart’s 2015 Annual Shareholders’ Meeting, which will be held on Friday, June 5, 2015, at 7:30 a.m. Central Time at Bud Walton Arena on the University of Arkansas campus in Fayetteville, Arkansas. See page 102 for admission requirements if you plan to attend the meeting in person. The meeting will also be webcast on our website at http://stock.walmart.com/annual-reports. Regardless of whether or not you attend the meeting in person, your vote is important to us and we encourage you to cast your votes. See pages 99-100 for instructions regarding voting your shares. As you will see, we continue to make enhancements to the format and content of our proxy statement to provide a clear and detailed overview of the topics that we will address at the meeting. Many of these changes were influenced by feedback from you, our shareholders. For example, in the Corporate Governance section beginning on page 12, we now include additional information regarding the skills, experiences, and qualifications of our Board of Directors, our Board evaluation process, and Board succession planning. The Compensation Discussion and Analysis section, beginning on page 43, describes how our executive compensation program is designed to support our company’s enterprise strategy, align with shareholder interest, and pay for performance. Thank you for being a Walmart shareholder. We look forward to seeing you at the 2015 Annual Shareholders’ Meeting. S. Robson Walton Dr. James I. Cash, Jr. Chairman Lead Independent Director Wal-Mart Stores, Inc. 702 Southwest 8th Street Bentonville, Arkansas 72716-0215 (479) 273-4000 http://corporate.walmart.com Notice of 2015 Annual Shareholders’ Meeting Friday, June 5, 2015 7:30 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 2015 Annual Shareholders’ Meeting of Wal-Mart Stores, Inc. The meeting will be held on Friday, June 5, 2015, at 7:30 a.m., Central time in Bud Walton Arena on the campus of the University of Arkansas, Fayetteville, Arkansas 72701. The purposes of the meeting are: 1. to elect as directors the 15 nominees identified in the accompanying proxy statement; 2. to ratify the appointment of Ernst & Young LLP as the company’s independent accountants for the fiscal year ending January 31, 2016; 3. to vote on a non-binding advisory resolution to approve the compensation of the company’s named executive officers as disclosed in the accompanying proxy statement; 4. to vote on the approval of the Wal-Mart Stores, Inc. Stock Incentive Plan of 2015, as described in the accompanying proxy statement; 5. to vote on the 5 shareholder proposals described in the accompanying proxy statement, if properly presented at the meeting; and 6. to transact any other business properly brought before the 2015 Annual Shareholders’ Meeting. The Board of Directors set April 10, 2015 as the record date for the meeting. This means that only shareholders of record of Walmart as of the close of business on that date are entitled to: ••receive this notice of the meeting; and ••vote at the meeting and any adjournments or postponements of the meeting. Attending the meeting in person. If you plan to attend the meeting in person, please see page 102 for information regarding what you must bring with you to gain admittance to the 2015 Annual Shareholders’ Meeting. Your vote is important to us. Regardless of whether you plan to attend, we urge all shareholders to vote on the matters described in the accompanying proxy statement. Please see pages 99-100 for information about voting by mail, telephone, the internet, mobile device, or in person at the 2015 Annual Shareholders’ Meeting. Voting in advance of the meeting in any of the ways described will not prevent you from attending the 2015 Annual Shareholders’ Meeting. The proxy statement and our Annual Report to Shareholders for the fiscal year ended January 31, 2015 are available in the “Investors” section of our corporate website at http://stock.walmart.com/annual-reports. April 22, 2015 Bentonville, Arkansas By Order of the Board of Directors Jeffrey J. Gearhart Corporate Secretary Table of Contents LETTER FROM CHAIRMAN AND LEAD INDEPENDENT DIRECTOR 3 NOTICE OF 2015 ANNUAL SHAREHOLDERS’ MEETING 5 PROXY STATEMENT SUMMARY 8 CORPORATE GOVERNANCE 12 Proposal No. 1: Election of Directors ......................................................................................................................................................................................................................................................12 Director Independence ...............................................................................................................................................................................................................................................................................................24 Director Compensation ................................................................................................................................................................................................................................................................................................26 Board Leadership Structure ..................................................................................................................................................................................................................................................................................29 Board Committees .............................................................................................................................................................................................................................................................................................................30 The Board’s Role in Risk Oversight .............................................................................................................................................................................................................................................................32 Board and Committee Evaluations ..............................................................................................................................................................................................................................................................33 Board Refreshment and Succession Planning............................................................................................................................................................................................................................33 Director Onboarding and Engagement with the Business .........................................................................................................................................................................................34 Management Development and Succession Planning ����������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������������34 Oversight of the Company’s Legislative Affairs and Public Policy Engagement Strategy ...............................................................................................35 Shareholder Outreach and Engagement .............................................................................................................................................................................................................................................35 Board and Committee Governing Documents ...........................................................................................................................................................................................................................35 Board Meetings and Director Attendance .......................................................................................................................................................................................................................................36 Board Attendance at Annual Shareholders’ Meetings .....................................................................................................................................................................................................36 Communicating with the Board .......................................................................................................................................................................................................................................................................37 Proposal No. 2: Ratification of Independent Accountants ........................................................................................................................................................................................37 Audit Committee Report ............................................................................................................................................................................................................................................................................................39
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