This excerpt taken from the WMT DEF 14A filed Apr 15, 2005.
The Amalgamated Bank, LongView Collective Investment Fund, 15 Union Square, New York, N.Y. 10003-3378, is the beneficial owner of 1,699,877 Shares and has notified the Company that it intends to present the following proposal at the 2005 Annual Shareholders Meeting:
RESOLVED: That the shareholders of Wal-Mart Stores, Inc. (Wal-Mart or the Company) urge the Board of Directors to adopt a policy of nominating independent directors who, if elected by the shareholders, would constitute two-thirds of the Board. For purposes of this proposal, the term Independent Director shall mean a director who:
This proposal seeks to establish a level of independence that we believe will promote clear and objective decision-making in the best long-term interest of all shareholders.
Four of Wal-Marts 13 directors are current or former executives of the Company. A fifth is the brother of the chairman. The Wal-Mart board thus falls short of the level of independence proposed in this resolution, which is based on standards developed by the Council of Institutional Investors, a group of pension funds. The Councils policy is that an independent director is one whose directorship is his or her only connection to the company.
In our view, a Board with a number of insiders and people having other significant ties to management can raise questions about whether a Board is giving priority to managements interests at the expense of the shareholders.
We urge you to vote FOR this resolution.