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Wal-Mart 8-K 2013

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K

 

 

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))

 

 

 


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

 

2


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

 

WAL-MART STORES, INC.
By:  

/s/ Gordon Y. Allison

  Gordon Y. Allison
  Vice President and General Counsel, Corporate

 

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