WAL MART STORES INC FORM DEF 14A (Proxy Statement (definitive)) Filed 04/20/99 for the Period Ending 06/04/99 Address 702 SOUTHWEST 8TH ST BENTONVILLE, AR 72716 Telephone 5012734000 CIK 0000104169 Symbol WMT SIC Code 5331 - Variety Stores Industry Retail (Department & Discount) Sector Services Fiscal Year 01/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. WAL MART STORES INC FORM DEF 14A (Proxy Statement (definitive)) Filed 4/20/1999 For Period Ending 6/4/1999 Address 702 SOUTHWEST 8TH ST BENTONVILLE, Arkansas 72716 Telephone 501-273-4000 CIK 0000104169 Industry Retail (Department & Discount) Sector Services Fiscal Year 01/31 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 WAL-MART STORES, INC. (Name of Registrant as Specified In Its Charter) WAL-MART STORES, INC. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Notes: WAL*MART STORES, INC. Bentonville, Arkansas 72716 (501) 273-4000 www.wal-mart.com NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held June 4, 1999 Please join us for the 1999 Annual Meeting of Shareholders of Wal-Mart Stores, Inc. The Annual Meeting will be held on Friday, June 4, 1999, at 9:00 A.M. in Bud Walton Arena, University of Arkansas, Fayetteville, Arkansas. Pre- meeting activities start at 7:00 A.M. The purposes of the Annual Meeting are: (1) Election of directors; (2) To act on a proposed amendment to the Restated Certificate of Incorporation of the Company to increase the number of authorized shares of Common Stock; (3) To act on four shareholder proposals described on pages 14 to 20 of the Proxy Statement; and (4) Any other business that may properly come before the Meeting. You must be a shareholder of record at the close of business on April 6, 1999, to vote at the Annual Meeting. If you plan to attend, please bring the Admittance Slip on the back cover. Regardless of whether you will attend, please vote by signing, dating and returning the enclosed proxy card. Voting by mail will not prevent you from voting in person at the Meeting. By Order of the Board of Directors /s/ ROBERT K. RHOADS Robert K. Rhoads Secretary Bentonville, Arkansas April 19, 1999 |Annual Meeting Admittance Slip on Back Cover| WAL*MART STORES, INC. Bentonville, Arkansas 72716 (501) 273-4000 PROXY STATEMENT This Proxy Statement is being mailed beginning April 19, 1999, in connection with the solicitation of proxies by the Board of Directors of Wal- Mart Stores, Inc., a Delaware corporation, for use at the Annual Meeting of Shareholders. The Meeting will be held in Bud Walton Arena, University of Arkansas, Fayetteville, Arkansas, on Friday, June 4, 1999, at 9:00 A.M. Pre- meeting activities start at 7:00 A.M. TABLE OF CONTENTS INFORMATION ABOUT THE ELECTION OF DIRECTORS....................................2 Nominees for Director.......................................................2 Compensation of Directors...................................................4 Board Meetings and Committees...............................................4 Transactions with Wal-Mart..................................................5 EXECUTIVE COMPENSATION.........................................................5 Compensation and Nominating Committee Report................................5 Summary Compensation Table..................................................8 Option Grants...............................................................9 STOCK OWNERSHIP...............................................................10 Ownership of Major Shareholders............................................10 Holdings of Officers and Directors.........................................11 Ownership Reporting Compliance.............................................12 STOCK PERFORMANCE CHART.......................................................13 PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES..........................13 SHAREHOLDER PROPOSALS.........................................................14 INDEPENDENT AUDITORS..........................................................21 DIRECTIONS TO THE MEETING AND ADMITTANCE SLIP.........................Back Cover Your proxy is solicited by the Board of Directors. The Company pays the cost of soliciting your proxy and reimburses brokerage houses and others for forwarding proxy material to you. Wal-Mart's Board of Directors approved a two-for-one stock split at its meeting on March 4, 1999. The stock split is payable on April 19 to shareholders of record on March 19. Although the stock split will not be paid until after the record date for the Annual Meeting, all stock ownership numbers in the proxy statement reflect the stock split. VOTING INFORMATION Who can vote? If you owned shares at the close of business on April 6, 1999, you are entitled to vote. You are entitled to one vote for each share you owned on that date on each matter presented at the Meeting. As of March 31, 1999 there were 2,224,909,427 shares outstanding. How does the stock split affect my vote? Because the payable date for the stock split is after the record date for the Annual Meeting, you will be voting pre-split shares. Who counts votes? First Chicago Trust Company of New York will count the votes represented by proxy. Two employees of First Chicago have been appointed by the Board as independent inspectors of the election. Is my vote confidential? Your proxy card, ballot, and voting records will not be disclosed to Wal-Mart unless required by law, requested by you, or your vote is cast in a contested election. If you write comments on your proxy card, your comments, name and address will be provided to Wal-Mart, but how you voted will remain confidential. What vote is required to pass an item of business? The holders of the majority of the outstanding stock must be present in person or represented by proxy to hold the Meeting. The vote of the holders of a majority of stock present in person or by proxy is required to elect any director or to approve the shareholder proposals. The vote of the holders of a majority of Wal-Mart's outstanding stock is required to approve the increase in the number of authorized shares. Votes withheld from nominees for director, abstentions and broker non-votes count toward a quorum. Votes withheld from nominees for director and abstentions on proposals have the same effect as votes against them. Broker non-votes have no effect on the outcome of the election of directors or shareholder proposals but will have the effect of a vote against the proposal to increase the number of authorized shares. Unless you indicate otherwise on your proxy card, the persons named as your proxies will vote your shares FOR all of the nominees for director, FOR the amendment to the Articles of Incorporation and AGAINST the shareholder proposals. How do I vote? You can vote in person at the Annual Meeting or you can vote by proxy, which gives the proxy holder the right to vote your shares on your behalf. There are three ways for you to send in your proxy: . Mail the proxy voting card in the enclosed return envelope; . Call 1-800-OK 2 VOTE (1-800-652-8683); or . Log on to the Internet at: http://www.eproxyvote.com/wmt and follow the instructions at that site. To use the second two methods, you must hold the shares in your own name rather than through a broker. Can I revoke my proxy? Yes. There are three ways for you to revoke your proxy before your proxy holder votes your shares: . File a written revocation with Wal-Mart's Secretary before the Meeting; . Sign a proxy bearing a later date; or . Vote in person at the Meeting. 1 ITEM 1: INFORMATION ABOUT THE ELECTION OF DIRECTORS Wal-Mart's directors are elected at each annual meeting and hold office until the next election. All nominees are presently directors of Wal- Mart. Following the Annual Meeting, Wal-Mart will have 15 directors. The Board has authority under Wal-Mart's Bylaws to fill vacancies and to increase or decrease its size between annual meetings. Your proxy holder will vote your shares for the nominees unless you instruct otherwise. If a nominee is unable to serve as a director, your proxy holder may vote for any substitute nominee proposed by the Board unless you withhold this authority. NOMINEES FOR DIRECTOR The following candidates are nominated by the Board. They have held the positions shown for at least five years unless otherwise noted. They were selected on the basis of outstanding achievement in their careers, broad experience, wisdom, integrity, understanding of the business environment, willingness to devote adequate time to Board duties, and ability to make independent, analytical inquiries. The Board is committed to diversified membership.