Wal-Mart 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 9, 2009
Wal-Mart Stores, Inc.
(Exact name of registrant as specified in its charter)
702 S.W. 8th Street
Bentonville, Arkansas 72716
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code:
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:
(c) On March 9, 2009, Wal-Mart Stores, Inc. (the Company) appointed Brian C. Cornell, age 50, as Executive Vice President, President and Chief Executive Officer of the Companys Sams Club division, effective as of April 3, 2009. Since June 2007, Mr. Cornell has been Chief Executive Officer of Michaels Stores, Inc., an arts and crafts specialty retailer. Previously, Mr. Cornell was Executive Vice President and Chief Marketing Officer of Safeway Inc., a food and drug retailer, from April 2004 until June 2007. Prior to joining Safeway, Mr. Cornell held senior management positions with PepsiCo, Inc., including President of Pepsi Cola North Americas Food Services Division and Senior Vice President of Sales and President of Tropicana International. The Company issued a press release on March 9, 2009 announcing Mr. Cornells appointment. A copy of the press release is attached as Exhibit 99.1 to this report.
Mr. Cornell does not have an employment contract with the Company, and his employment is on an at-will basis. Pursuant to the terms of Mr. Cornells offer of employment, as approved by the Compensation, Nominating and Governance Committee (the CNGC) of the Companys Board of Directors, Mr. Cornell will receive an annual base salary of $800,000, subject to annual adjustment. Mr. Cornell will also be eligible for an annual cash incentive under the Companys Management Incentive Plan (the MIP), based on performance criteria established by the CNGC. For the Companys fiscal year ending January 31, 2010, Mr. Cornells target cash incentive under the MIP is 160% of his base salary, with a maximum possible payout of 200% of his base salary. Under the performance criteria established by the CNGC for fiscal 2010, Mr. Cornells cash incentive payment, if any, will be based in part on the Companys pre-tax profit performance and in part on the operating income of the Companys Sams Club division.
Mr. Cornell will receive a signing bonus of $1,000,000, payable in two equal installments in March 2010 and March 2011. During the first two years of Mr. Cornells employment, the Company is entitled to recover this signing bonus if Mr. Cornell voluntarily resigns from the Company or is terminated for a violation of Company policy. Furthermore, no signing bonus installment shall be paid if, prior to the scheduled date of payment: (1) Mr. Cornell voluntarily resigns from the Company; (2) Mr. Cornell is terminated as the result of Mr. Cornells violation of Company policy; or (3) Mr. Cornells employment is terminated as the result of his death or disability.
In connection with the commencement of his employment with the Company, Mr. Cornell will receive a grant of restricted shares of the Companys common stock, par value $0.10 per share (Common Stock), with the number of shares to be determined by dividing $2,000,000 by the closing price of a share of Common Stock on the date of grant. These shares will vest in two equal installments on the second and fourth anniversaries of the grant date, provided that Mr. Cornell continues to be employed by the Company on these vesting dates. Mr. Cornell will also be eligible for an annual equity award. For fiscal 2010, this award will be comprised of performance shares with a target value of $3,375,000, which provide the right to receive shares of Common Stock if certain performance goals are achieved over a three-year performance period, and restricted shares of Common Stock with a value of $1,125,000 on the date of grant, which will vest ratably on the second, fourth and fifth anniversaries of the date of grant, provided that Mr. Cornell continues to be employed by the Company on these vesting dates.
Mr. Cornell will also be eligible to receive certain relocation benefits from the Company, including a relocation allowance equal to one months base salary and duplicate housing costs for up to six months. Mr. Cornell will also be entitled to participate in all employee benefit plans and programs generally available to the Companys associates and officers, including the Companys medical plan, the Officer Deferred Compensation Plan, the Associate Stock Purchase Plan, and the Profit Sharing/401(k) Plan.
In connection with his acceptance of an offer of employment with the Company, Mr. Cornell and the Company entered into a Post-Termination Agreement and Covenant Not to Compete (the Non-Compete Agreement). The Non-Compete Agreement is substantially similar to the form of covenant not to compete agreement, as amended, entered into with other executive officers of the Company, and is attached as Exhibit 10.1 to this report. The Non-Compete Agreement prohibits Mr. Cornell, for a period of
two years following his termination of employment with the Company for any reason, from participating in a business that competes with the Company and from soliciting the Companys associates for employment. The Non-Compete Agreement also provides that, if Mr. Cornell is terminated from the Company for any reason, other than his violation of the Companys policies, the Company will continue to pay his base salary for two years following termination of employment, less any earnings he receives from other employment.
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: March 9, 2009
INDEX TO EXHIBITS