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 7, 2013

 

 

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))

 

 

 

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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 7, 2013 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 22, 2013. 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		2,666,740,023		132,680,243		7,929,067		214,228,498
James I. Cash, Jr.		2,709,672,236		89,738,670		7,938,427		214,228,498
Roger C. Corbett		2,776,830,977		21,049,353		9,469,003		214,228,498
Douglas N. Daft		2,752,744,361		45,107,439		9,497,533		214,228,498
Michael T. Duke		2,464,677,298		339,710,280		2,952,755		214,228,498
Timothy P. Flynn		2,789,170,706		13,826,274		4,352,353		214,228,498
Marissa A. Mayer		2,737,903,427		60,004,412		9,441,494		214,228,498
Gregory B. Penner		2,722,512,525		75,316,524		9,520,284		214,228,498
Steven S Reinemund		2,700,594,964		97,242,786		9,511,583		214,228,498
H. Lee Scott, Jr.		2,570,730,341		233,694,316		2,924,676		214,228,498
Jim C. Walton		2,700,469,536		97,485,845		9,393,952		214,228,498
S. Robson Walton		2,516,164,096		281,694,606		9,490,631		214,228,498
Christopher J. Williams		2,456,453,720		342,405,931		8,489,682		214,228,498
Linda S. Wolf		2,744,643,504		52,529,586		10,176,243		214,228,498

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 accountants for the fiscal year ending January 31, 2014. The votes on this proposal were as follows:

 

For		Against		Abstain
3,003,487,175		13,738,691		4,351,965

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 the Company’s named executive officers, as described in the Company’s proxy statement dated April 22, 2013. The votes on this proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
2,762,651,665		38,590,628		6,107,040		214,228,498

Approval of the Management Incentive Plan, as amended. The Company’s shareholders voted upon and approved the Company’s Management Incentive Plan, as amended. The votes on this proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
2,771,681,018		31,198,352		4,469,963		214,228,498

 

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Shareholder Proposals

The Company’s shareholders voted upon and rejected a shareholder proposal regarding shareholders being permitted to call special shareowners’ meetings. The votes on this proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
489,839,669		2,310,945,221		6,564,443		214,228,498

The Company’s shareholders voted upon and rejected a shareholder proposal regarding an equity retention policy applicable to senior executives. The votes on this proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
196,528,811		2,601,791,655		9,028,867		214,228,498

The Company’s shareholders voted upon and rejected a shareholder proposal regarding a policy that the chairman of the Company’s board of directors be independent. The votes on this proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
403,835,404		2,397,663,195		5,850,734		214,228,498

The Company’s shareholders voted upon and rejected a shareholder proposal regarding a policy regarding disclosure of recoupment of executive compensation. The votes on this proposal were as follows:

 

For		Against		Abstain		Broker Non-Votes
413,296,255		2,386,776,205		7,276,873		214,228,498

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 12, 2013

 

 

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