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Wal-Mart 8-K 2015

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K - 6.8.15


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 5, 2015
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 (the "Meeting") of Wal-Mart Stores, Inc. (the "Company") was held on June 5, 2015 in Fayetteville, Arkansas. As of the close of business on April 10, 2015, the record date for the Meeting, there were 3,225,503,170 shares of the Company's common stock outstanding, with each share entitled to one vote. The holders of 2,991,987,424 shares of the Company's common stock were present in person or represented by proxy at the Meeting. At 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 fifteen persons nominated for election as directors as set forth in the Company's proxy statement dated April 22, 2015. 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

2,642,539,020

124,868,085

3,073,667

221,506,652
James I. Cash, Jr.

2,614,468,267

152,868,124

3,144,381

221,506,652
Roger C. Corbett

2,713,918,481

53,424,126

3,138,165

221,506,652
Pamela J. Craig

2,644,018,729

123,359,932

3,102,111

221,506,652
Michael T. Duke

2,567,986,461

199,366,076

3,128,235

221,506,652
Timothy P. Flynn

2,687,422,999

79,912,255

3,145,518

221,506,652
Thomas W. Horton
 
2,691,340,301
 
75,945,697
 
3,194,774
 
221,506,652
Marissa A. Mayer

2,714,761,206

52,631,386

3,088,180

221,506,652
C. Douglas McMillon

2,715,252,216

52,169,533

3,059,023

221,506,652
Gregory B. Penner

2,712,672,013

54,589,141

3,219,618

221,506,652
Steven S Reinemund

2,713,680,277

53,677,780

3,122,715

221,506,652
Kevin Y. Systrom
 
2,716,700,238
 
50,641,530
 
3,139,004
 
221,506,652
Jim C. Walton

2,713,917,416

53,570,729

2,992,627

221,506,652
S. Robson Walton

2,630,932,998

136,643,871

2,903,903

221,506,652
Linda S. Wolf

2,741,429,235

23,958,632

5,092,905

221,506,652

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, 2016. The votes on this proposal were as follows:
For

Against

Abstain
2,977,487,181

9,628,495

4,871,748

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, 2015. The votes on this proposal were as follows:
For

Against

Abstain

Broker Non-Votes
2,658,990,080

105,525,831

5,964,861

221,506,652
    
Stock Incentive Plan of 2015. The Company's shareholders voted upon and approved the Wal-Mart Stores, Inc. Stock Incentive Plan of 2015. The votes on this proposal were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
2,735,933,437
 
29,909,757
 
4,637,578
 
221,506,652


2



Shareholder Proposals
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
430,139,593
 
2,334,041,272
 
6,299,907
 
221,506,652

The Company's shareholders voted upon and rejected a shareholder proposal requesting that the Company's governing documents be amended to allow shareholders to make nominations for the Company's board of directors. The votes on this proposal were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
476,145,749
 
2,288,116,111
 
6,218,912
 
221,506,652

The Company's shareholders voted upon and rejected a shareholder proposal requesting that the Company's board of directors set quantitative goals for reducing greenhouse gas emissions produced by the international marine shipping of products, and report on such goals. The votes on this proposal were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
45,121,544
 
2,539,128,162
 
186,231,066
 
221,506,652

The Company's shareholders voted upon and rejected a shareholder proposal requesting an annual report from the Compensation, Nominating and Governance Committee of the Company's board of directors regarding the Company's incentive compensation programs. The votes on this proposal were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
243,596,158
 
2,519,961,541
 
6,923,073
 
221,506,652

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
447,061,488

2,317,521,983

5,897,301

221,506,652

    

    

3



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 8, 2015
WAL-MART STORES, INC.
 
 
 
 
By:
/s/ Gordon Y. Allison
 
Gordon Y. Allison
 
Vice President and General Counsel, Corporate


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