UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 3, 2011
Wal-Mart Stores, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-06991 | 71-0415188 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
702 S.W. 8th Street
Bentonville, Arkansas 72716
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:
(479) 273-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Shareholders’ Meeting of Wal-Mart Stores, Inc. (the “Company”) was held on June 3, 2011 in Fayetteville, Arkansas. At that meeting, the Company’s shareholders voted on the matters set forth below.
Election of Directors
The Company’s shareholders elected for one-year terms all persons nominated for election as directors as set forth in the Company’s proxy statement dated April 18, 2011. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:
| Nominee |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Aida M. Alvarez |
2,859,928,456 | 52,545,582 | 2,749,152 | 248,522,010 | ||||||||||||
| James W. Breyer |
2,899,437,610 | 13,089,642 | 2,695,938 | 248,522,010 | ||||||||||||
| M. Michele Burns |
2,877,388,089 | 35,175,451 | 2,659,650 | 248,522,010 | ||||||||||||
| James I. Cash, Jr. |
2,906,203,608 | 6,339,722 | 2,679,860 | 248,522,010 | ||||||||||||
| Roger C. Corbett |
2,896,506,724 | 15,475,432 | 3,241,034 | 248,522,010 | ||||||||||||
| Douglas N. Daft |
2,905,398,050 | 6,600,112 | 3,225,028 | 248,522,010 | ||||||||||||
| Michael T. Duke |
2,901,331,994 | 11,246,012 | 2,645,184 | 248,522,010 | ||||||||||||
| Gregory B. Penner |
2,894,380,964 | 18,058,592 | 2,783,634 | 248,522,010 | ||||||||||||
| Steven S Reinemund |
2,896,921,125 | 15,609,980 | 2,692,085 | 248,522,010 | ||||||||||||
| H. Lee Scott, Jr. |
2,885,619,584 | 26,995,256 | 2,608,350 | 248,522,010 | ||||||||||||
| Arne M. Sorenson |
2,855,121,448 | 57,451,417 | 2,650,325 | 248,522,010 | ||||||||||||
| Jim C. Walton |
2,891,036,048 | 21,677,157 | 2,509,985 | 248,522,010 | ||||||||||||
| S. Robson Walton |
2,889,274,073 | 23,427,081 | 2,522,036 | 248,522,010 | ||||||||||||
| Christopher J. Williams |
2,905,614,492 | 6,869,701 | 2,738,997 | 248,522,010 | ||||||||||||
| Linda S. Wolf |
2,905,230,048 | 6,315,526 | 3,677,616 | 248,522,010 | ||||||||||||
Company Proposals
Ratification of Independent Accountants. The Company’s shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered accounting firm for the fiscal year ending January 31, 2012. The votes on this proposal were as follows:
| For |
Against |
Abstain | ||
| 3,146,131,563 |
14,386,106 | 3,227,531 |
There were no broker non-votes with respect to this proposal.
Advisory Vote on Executive Compensation. The Company’s shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of our named executive officers. The votes on this proposal were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 2,881,220,955 |
28,875,626 | 5,126,609 | 248,522,010 |
Frequency of Future Advisory Votes on Executive Compensation. The Company’s shareholders voted upon a nonbinding, advisory proposal regarding the frequency of future advisory votes on the compensation of our named executive officers. The votes on this proposal were as follows:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 2,813,769,720 |
8,536,475 | 88,219,490 | 4,697,505 | 248,522,010 |
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Based on this result and in accordance with the previous recommendation of the Company’s Board of Directors, the Company will hold a nonbinding, advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of shareholder votes on executive compensation.
Shareholder Proposals
The Company’s shareholders voted upon and rejected a shareholder proposal regarding an amendment to the Company’s equal employment opportunity policy to explicitly prohibit discrimination based on gender identity and to implement that amended non-discrimination policy. The votes on the proposal were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||
| 293,442,033 |
2,437,063,431 | 184,717,726 | 248,522,010 |
The Company’s shareholders voted upon and rejected a shareholder proposal regarding preparing a report on the Company’s political contributions. The votes on the proposal were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||
| 367,713,799 |
2,402,443,379 | 145,066,012 | 248,522,010 |
The Company’s shareholders voted upon and rejected a shareholder proposal regarding shareholders being permitted to call special shareholders’ meetings. The votes on the proposal were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||
| 539,951,596 |
2,369,864,157 | 5,407,437 | 248,522,010 |
The Company’s shareholders voted upon and rejected a shareholder proposal regarding annual sustainability reports by the Company’s suppliers. The votes on the proposal were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||
| 55,074,457 |
2,701,517,212 | 158,631,521 | 248,522,010 |
3
The Company’s shareholders voted upon and rejected a shareholder proposal regarding preparing a report on business risks related to climate change. The votes on the proposal were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||
| 30,202,116 |
2,736,239,405 | 148,781,669 | 248,522,010 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 9, 2011
| WAL-MART STORES, INC. | ||
| By: | /s/ Gordon Y. Allison | |
| Gordon Y. Allison | ||
| Vice President and General Counsel, Corporate | ||
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