Walmart Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$WMT
Department/Specialty Retail Stores
Consumer Discretionary
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 6, 2025 (June 5, 2025 )
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 5, 2025, Walmart Inc. (the “Company”) held its Annual Shareholders’ Meeting (the “Meeting”). As of the close of business on April 11, 2025, the record date for the Meeting, there were 8,000,886,911 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 7,309,887,889 (91.36%) shares of the Company’s common stock were present in person or represented by proxy during the Meeting. During the 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 twelve persons nominated for election as directors as set forth in the Company’s proxy statement dated April 24, 2025. 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 | ||||||||||
| Cesar Conde | 6,616,260,684 | 47,235,785 | 4,568,391 | 641,823,029 | ||||||||||
| Timothy P. Flynn | 6,530,652,866 | 132,852,975 | 4,559,019 | 641,823,029 | ||||||||||
| Sarah J. Friar | 6,629,720,362 | 34,151,216 | 4,193,282 | 641,823,029 | ||||||||||
| Carla A. Harris | 6,458,066,614 | 205,674,794 | 4,323,452 | 641,823,029 | ||||||||||
| Thomas W. Horton | 6,525,122,031 | 138,415,467 | 4,527,362 | 641,823,029 | ||||||||||
| Marissa A. Mayer | 6,567,268,874 | 96,574,462 | 4,221,524 | 641,823,029 | ||||||||||
| C. Douglas McMillon | 6,615,017,923 | 48,642,977 | 4,403,960 | 641,823,029 | ||||||||||
| Robert E. Moritz, Jr. | 6,633,444,851 | 29,659,606 | 4,960,403 | 641,823,029 | ||||||||||
| Brian Niccol | 6,627,878,208 | 35,345,441 | 4,841,211 | 641,823,029 | ||||||||||
| Gregory B. Penner | 6,453,576,366 | 209,787,660 | 4,700,834 | 641,823,029 | ||||||||||
| Randall L. Stephenson | 6,374,043,469 | 289,023,743 | 4,997,648 | 641,823,029 | ||||||||||
| Steuart L. Walton | 6,614,706,765 | 49,107,097 | 4,250,998 | 641,823,029 | ||||||||||
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, 2026. The votes on this proposal were as follows:
| For | Against | Abstain | ||||||||||||||||||
| 7,139,775,692 | 164,333,250 | 5,778,947 | ||||||||||||||||||
There were no broker non-votes with respect to this proposal.
Advisory Vote to Approve Named Executive Officer 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 24, 2025. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 6,338,327,929 | 319,798,762 | 9,938,169 | 641,823,029 | |||||||||||||||||
Approval of the Walmart Inc. Stock Incentive Plan of 2025. The Company’s shareholders voted upon, adopted, and approved the Walmart Inc. Stock Incentive Plan of 2025. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 6,543,064,125 | 112,795,593 | 12,205,142 | 641,823,029 | |||||||||||||||||
Shareholder Proposals
The Company’s shareholders voted upon and rejected a shareholder proposal requesting a third-party assessment of company policies regarding law enforcement information requests related to medication use by customers and employees. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 272,112,750 | 6,359,897,136 | 36,054,974 | 641,823,029 | |||||||||||||||||
Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on reduction of plastic packaging and recyclability claims. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 388,291,800 | 6,257,356,783 | 22,416,277 | 641,823,029 | |||||||||||||||||
The Company’s shareholders then voted upon and rejected a shareholder proposal to revisit plastics packaging policies. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 34,759,138 | 6,610,408,844 | 22,896,878 | 641,823,029 | |||||||||||||||||
Then, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a racial equity audit. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 452,542,890 | 6,153,109,452 | 62,412,518 | 641,823,029 | |||||||||||||||||
Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on delays in revising diversity, equity, and inclusion (DEI) Initiatives. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 25,437,064 | 6,619,160,622 | 23,467,174 | 641,823,029 | |||||||||||||||||
The Company’s shareholders also voted upon and rejected a shareholder proposal requesting a review of health and safety governance. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 463,683,629 | 6,181,026,584 | 23,354,647 | 641,823,029 | |||||||||||||||||
Finally, the Company’s shareholders then voted upon and rejected a shareholder proposal requesting an evaluation of respect for civil liberties in advertising. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 24,577,134 | 6,618,721,114 | 24,766,612 | 641,823,029 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 6, 2025
| WALMART INC. | |||||
| By: | /s/ Gordon Y. Allison | ||||
| Name: | Gordon Y. Allison | ||||
| Title: | Senior Vice President, Office of the Corporate Secretary, and Chief Counsel for Finance and Governance | ||||