Walmart shareholders vote down nine proposals

BENTONVILLE, Ark. — Walmart shareholders voted down nine proposals, ranging from a call for a racial equity audit to one seeking an evaluation of the risks of doing business with China. Shareholders also approved the election of the retailer’s director nominees. The votes came during Walmart’s annual shareholders’ meeting, which was conducted virtually on Wednesday.

Walmart said that approximately 90.8% of all outstanding shares were represented at the meeting.

In his introductory remarks, Walmart president and CEO Doug McMillon spoke about Walmart’s performance over the last year, noting, “We have a strong team of associates, very capable leaders and a compelling set of assets and capabilities that enable us to continue delivering for customers and members, whenever and however they want to be served in that moment.”

McMillon also highlighted recent investments the company has made in its associates. “We work to create a path of opportunity for everyone who wants a career at Walmart,” he said. “We continue to support and invest in our associates through their wages; benefits including health care and ways to invest and save for retirement; and by making it easier to gain a college degree or certificate through our Live Better U program, where our company pays for tuition and books.”

The company reported that shareholders approved the election of each of Walmart’s 11 director nominees. Each director nominee received affirmative votes from approximately 95.7% or more of the shares voted, excluding abstentions and broker non-votes, as follows (all percentages are rounded):

Each of the nine shareholder proposals that were presented during the meeting failed to receive affirmative votes from a majority of the total shares that were voted, and accordingly, did not pass.

• A proposal for a policy regarding worker pay in executive compensation was supported by about 4.3% of the shares that were voted.
• A call for a report on human rights due diligence was supported by about 5.7% of the shares that were voted.
• A call for a racial equity audit was supported by about 18.1% of the shares that were voted.
• A racial and gender layoff diversity report was supported by about 1.4% of the shares that were voted.
• Request to Require Shareholder Approval of Certain Future Bylaw Amendments: Received approximately 5.6% of the shares that were voted.
• Report on Reproductive Rights and Data Privacy: Received approximately 5.2% of the shares that were voted.
• Communist China Risk Audit: Received approximately 1.3% of the shares that were voted.
• Workplace Safety & Violence Review: Received approximately 23.8% of the shares that were voted.
• Limiting Political Contributions Made By WALPAC: Received less than 0.01% of the shares that were voted.

Shareholders voted on a non-binding, advisory basis, to include “say-on-pay” votes (such as Proposal No. 3 in the 2023 Proxy Statement) every year with approximately 99.1% of the participating shares voting in favor. The Board of Directors had recommended that shareholders vote in favor of holding a say-on-pay vote every year.

Shareholders voted to approve, on a non-binding, advisory basis, the compensation of Walmart’s named executive officers described in Walmart’s 2023 Proxy Statement, with approximately 79.4% of the participating shares voting in favor of this proposal. The Board of Directors had recommended a vote for this proposal.

Shareholders also ratified the appointment of Ernst & Young LLP as Walmart’s independent accountants, with affirmative votes from approximately 98.3% of the shares voted. The Board of Directors had recommended a vote for this proposal.

The official voting results for each item voted on by shareholders will be disclosed in a report to be filed with the Securities and Exchange Commission.