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Notice of 2019 Annual Shareholders' Meeting Notice of 2019 Annual Shareholders’ Meeting Wednesday, June 5, 2019 John Q. Hammons Center Rogers, Arkansas At Walmart we save people money so they can live better. The defining principles laid out by Sam Walton when he founded our company more than 55 years ago continue to drive all of our business decisions and actions. 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 Beliefs 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 Respect for the Individual We act with the highest level of integrity by being honest, fair We value every associate, own the work we do, and communicate and objective, while operating in compliance with all laws and our by listening and sharing ideas. policies. Service to our Customers Striving for Excellence We’re here to serve customers, support each other, and give to We work as a team and model positive examples while we our local communities. innovate and improve every day. 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. Messages from our Chairman and our Lead Independent Director We are pleased to invite you to attend Walmart’s 2019 Annual Shareholders’ Meeting on June 5, 2019 at 10:30 a.m. Central Time, and to our Associates/Shareholders Celebration Event on June 7, 2019 at 8:00 a.m. Central Time. If you plan to attend either or both of these events, please see page 96 for admission requirements. For those unable to join in person, both events will be webcast at http://stock.walmart.com. Dear Fellow Shareholders: Dear Fellow Shareholders: In my letter to you last year, I highlighted some of the ways As my first year as Lead Independent Director draws to a close, we are accelerating the company’s transformation, guided by I want to take this opportunity to reflect on your Board and its the four key components of our plan to win: ongoing commitment to robust governance and oversight. Sharpen our culture Continued focus on Board effectiveness and refreshment. Make every day easier and become more Our robust board evaluation process and commitment to for busy families; 1 2 digital; continuous improvement has led to concrete changes in the way your Board works over the past few years, including Make trust a reducing its size; optimizing our committee structure and Operate with discipline; competitive assignments; and enhancing the Lead Independent Director and 3 4 advantage. role. We continually evaluate the pipeline of future director candidates. We believe our term limits for independent Over the past year, we have continued to make significant directors provide discipline around the director refreshment progress. In the U.S., we now offer grocery pickup at more process. In turn, this process has resulted in a diverse and highly than 2,100 locations, grocery delivery at nearly 800 locations, skilled Board with the right mix of perspectives, experiences, and we are continuing to expand these offerings. Outside and tenures, which we believe provides a distinct advantage of the U.S., we are building ecosystems in key markets during this time of rapid change. In February, we were thrilled such as Mexico, India and China, and we are expanding our to welcome Cesar Conde to the Board, who brings valuable omni-channel reach in even more markets. We are rapidly expertise in brand management, digital and media. becoming a more digital enterprise, and we continue to invest in our associates’ pay, benefits, tools and training. We Commitment to shareholder engagement. This year marked are finding new ways to leverage the scale and breadth of our the fifth year of our expanded shareholder engagement operations, bringing technology to life to better serve our program, as we spoke with shareholders representing customers in a more seamless way. And the progress we are more than 410 million Shares, or approximately 30 percent making is reflected in our results. of our public float. Shareholder feedback in the areas of governance, compensation, and sustainability, among other Your Board continues to play a key role in overseeing this topics, have enabled the Board to evaluate and evolve essential transformation in our business. Over the past its governance practices. Over the past several years, we few years, the Board has also made changes to ensure we have adopted best practices such as proxy access and a are prepared to effectively oversee the rapid changes in shareholder right to call special meetings. As a result of our business and in retail. We’ve optimized the size of the these conversations, we have also continued to enhance our Board and changed our committee structure to ensure we disclosures in this proxy statement. are focusing on the things that matter most. We have also made process changes in the way we work to be nimbler. Executive compensation program that supports our strategy. And with four independent members joining our Board over We are committed to ensuring that our compensation program the past two years, we have added new, diverse, and global continues to support our strategy during this transformational perspectives while deepening our expertise in areas such as period. To that end, the Board’s Compensation and digital and finance. I am confident we have the right mix of Management Development Committee has made important skills, experiences, and perspectives to guide us through this changes to our executive compensation program over the critical period. I believe your Board is a strategic asset for past few years to more effectively align with our performance, Walmart, and I am excited about what the future holds. including introducing greater differentiation to reward high performance, shifting our pay mix to place a greater emphasis Thank you for your investment in Walmart and your continued on long-term equity, and simplifying our long-term incentive support. I look forward to seeing many of you at our Annual awards. This past year, the CMDC worked with its independent Shareholders’ Meeting or at our celebration for associates consultant to develop a new, simpler, and more focused peer and shareholders. If you cannot attend these meetings in group. You can learn more about our executive compensation person, you can watch a live webcast of both events at program in the CD&A beginning on page 43. http://stock.walmart.com. Regardless of whether you are able to attend in person, your views are important to us, and I Thank you for your investment in Walmart. The Board continues encourage you to vote your Shares as described on page 97. to work to represent your interests and earn your trust. Sincerely, Sincerely, Gregory B. Penner Thomas W. Horton Chairman Lead Independent Director 3 Fiscal 2019 Highlights Strategy and Performance Walmart delivered strong performance in fiscal 2019 with the best comp sales in 10 years from our core Walmart U.S. business, took strategic actions to position the International business for growth, and continued solid momentum in comp sales and membership income at Sam’s Club. Our transformational omni-channel strategy leverages unique assets including physical stores, supply chain and rapidly growing eCommerce capabilities to serve customers in all the ways they want to shop with the goal of providing solid returns to shareholders. The four key areas of focus to drive continued success are: • Make every day easier for busy families • Operate with discipline • Sharpen culture and become more digital • Make trust a competitive advantage Our Strategy Key Accomplishments Make every day • Price and value Continued incremental price investments for customers in the easier for busy • Be great merchants U.S. and certain international markets • Easy, fast, friendly, and fun experience Strengthened assortment by elevating the quality of private families brands and adding thousands of new brands to Walmart.com Sharpen culture • Invest in/empower associates Accelerated innovation by introducing same-day grocery delivery, • Create a high-performance culture expanding online grocery pickup in the U.S. and international and become markets, and completing the acquisition of Flipkart in India more digital • Strengthen diversity and inclusion • High-performance digital enterprise Increased starting hourly wage in the U.S. to $11/hour and paid nearly $800 million in bonuses to hourly Walmart U.S. store associates Invested in our associates through expanded maternity and parental leave and a new adoption benefit Expanded to nearly 200 Walmart Academies with more than 450,000 associates completing the Academy training program Operate with • Strong, efficient growth Continued to slow new store openings and prioritize growth from discipline • Consistent operating discipline comp sales and eCommerce • Strategic capital allocation Implemented cost transformation initiatives across the business Walmart U.S. physical stores leveraged expenses all four quarters Make trust a • Model excellence in global Hired over 200,000 veterans over the past five years in the U.S. competitive compliance and ethics Introduced a benefit for associates to earn a college degree at advantage • Lead on social and accredited universities for $1 a day environmental issues Continued to divert waste in our operations • Contribute to the communities Achieved goal of providing 4 billion meals globally to those in where we operate need over the past five years As we execute our strategy, we’re seeing momentum in our business with improved customer satisfaction and good financial results: Surpassed $514 billion total revenue, 3.6% Walmart U.S.
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