Walmart shareholders vote on proposals from racial equity report to CEO pay | Here's what passed

Summary: 

Walmart was given shareholder approval for 11 board members:

• Cesar Conde
• Tim Flynn
• Sarah Friar
• Carla Harris
• Tom Horton
• Marissa Mayer
• Brian Niccol
• Randall Stephenson
• Doug McMillon
• Greg Penner
• Steuart Walton

Walmart listed some key information and demographics about their shareholders:

• 8 out of 11 members are "independent," meaning they are not considered to be employed by the company
• Median age for board members is 54
• 3 out of 11 members are female
• 2 out of 11 members are racially or ethnically diverse

Board Recommendation: For

Board statement: "You are voting to elect each nominee named below as a director of Walmart for a one-year term."

Shareholder vote: For

Summary: 

Walmart sought shareholder approval for named executive officer (NEO) pay rates, stating, "Our executive compensation is intended to motivate and retain key executives, with the goal of generating strong operating results aligned with our long-term strategy."

They outlined the following framework for pay rates:

• Pay for performance
• Competitive pay
• Pay that aligns with the long-term interests of shareholders
• Leadership accountability

Walmart states that more than 80% of its CEO's total direct compensation (TDC) was based on achieving goals. In the fiscal year 2024, Walmart highlights gaining over $100 billion in global online sales.

Walmart's President and CEO Doug McMillion was listed as earning a target TDC of over $25 million, but various incentives could raise that value further.

This compensation plan was approved by the shareholders. More information can be found here.

Board Recommendation: For

Board statement: "We are asking our shareholders to approve, on a non-binding, advisory basis, under Section 14A of the Exchange Act, the compensation of our Named Executive Officers (NEO)."

Shareholder vote: For

Summary: 

Walmart proposed the appointment of the accounting firm Ernst and Young LLP. Shareholders voted to approve the appointment.

Board Recommendation: For

Board statement: "We are asking shareholders to ratify the appointment of Ernst & Young LLP (“EY”) as the company’s independent registered public accounting firm."

Shareholder vote: For

Summary: 

This proposal asks that shareholders consider stronger regulations on gestation crates, where pregnant pigs would be confined in "solitary crates for weeks or months, unable to even turn around." 

The proposal asks Walmart to seek and publish "measurable, timebound targets for transitioning away from gestation crates in its pork supply chain, and regularly report its progress." It was voted down by the shareholders.

Board Recommendation: Against

Board statement: "The proposal is unnecessary because Walmart already has a strong animal welfare program that includes an expectation to address animal confinement concerns, is taking steps to address suppliers' particular challenges and the balancing of interests, is planning to release updated positions and strategies in this fiscal year, and annually reports on progress to promote transparency and accountability."

Shareholder vote: Against

Summary: 

This proposal requests that Walmart "conduct a third-party, independent racial equity audit analyzing Walmart's adverse impacts on Black, Indigenous, and people of color (BIPOC) communities, and to provide recommendations for improving the company's racial equity impact."

The proposing party notes that the harmful impacts of systemic racism on BIPOC communities "are a major focus of policymakers, media, and the public." 

"While Walmart has made charitable contributions and statements of solidarity with communities of color, it must do more to address significant adverse impacts of its policies and practices on those communities," said the proposal.

Walmart states the BIPOC community makes up almost half of its U.S. workforce, but only 28% of its U.S. executive officers and only 18% of its Board of Directors are people of color.

In response to the proposal, Walmart insists it has already taken sufficient steps to "design strategies that promote an outcome of belonging."

Board Recommendation: Against

Board statement: "The board believes that the company has appropriate structures, practices, and relationships in place to get feedback on business practices from a belonging perspective and has demonstrated responsiveness to that feedback, making the requested audit unnecessary."

Shareholder vote: Against

Summary:

This proposal asks that Walmart publish a Human Rights Impact Assessment (HRIA) to "examine the actual and potential impacts of one or more high-risk 1 commodities in Walmart's supply chain or facility operations."

The proposal seeks a report from Walmart on possible human rights violations that could raise scrutiny from the public, undermine shareholder value, and hurt people

This comes a few years after The New York Times reported "alarming working conditions for Walmart’s frontline workers during the pandemic, including accusations that Walmart punished workers for using sick time." 

The proposing party states that "at least half of Walmart’s hourly workers earn under $29,000 annually — below a living wage."

Board Recommendation: Against

Board statement: "Support for the proposal is not warranted because Walmart is already undertaking the types of impact assessments called for as part of a robust set of processes to identify, assess, and address human rights risks and impacts."

Shareholder vote: Against

Summary: 

This proposal asks that the board establish company wage policies that are "reasonably designed to provide workers with the minimum earnings necessary to meet a family’s basic needs."

The proposing party states the following:

• The company raised its minimum wage to $14/hour in 2023
• The living wage in 2022 was over $25/hour
• Walmart's CEO makes 933 times more than the company's median employee

"By paying so many of its employees below a living wage, the company may believe it will increase margins and thus financial performance. But gain in company profit that comes at the expense of society and the economy is a bad trade," argues the proposing party.

Board Recommendation: Against

Board statement: Shareholder support for the proposal is not warranted because:

1. "Walmart provides strong pay and benefits"
2. "Walmart seeks to be distinctive in providing opportunities for people"
3. "Walmart already seeks to operate its business in a way that creates substantial value for customers, associates, suppliers, communities, and other constituencies"

Shareholder vote: Against

Summary: 

The proposing party requests that Walmart conduct an evaluation into alleged discrimination against "employees of diverse political beliefs."

The proposal argues that while Walmart condemns discrimination based on race, disability, religion, sexual orientation, and others, it "maintains no such protection against employees of diverse political beliefs." 

They go on to claim Walmart has "adopted radical stances and policies regarding sex reassignment surgery, popularly termed 'gender-affirming care.'

Board Recommendation: Against

Board statement: "Walmart has policies and practices in place to help ensure there is no discrimination based on protected status."

Shareholder vote: Against

Summary: 

A third-party review of "the impact of company policies on workplace safety and violence, including gun violence," was requested in this proposal, which noted concerns from Walmart employees about workplace safety in different situations.

The proposal states: "Workplace violence, particularly gun violence, has become too common at Walmart," citing over 360 gun incidents and 112 gun deaths in the store between July 2020 and November 2022.

"Gun violence is an unprecedented public health crisis with substantial human and financial costs," notes the proposal, quoting a Harvard research study that found gun violence costs the U.S. around $557 billion annually.

Board Recommendation: Against

Board statement: "The Board continues to believe the company has the right policies and practices in place to promote the health, safety, and security of our customers and associates, and that data supports this conclusion."

Shareholder vote: Against

Summary: 

The National Center for Public Policy Research (NCPPR) proposed the research of a financial sustainability report into the way Walmart handles its relationship with political "hot-button" topics, from the Black Lives Matter movement to religious liberties.

The NCPPR describes itself as a "non-partisan, free-market, independent conservative think tank," dedicated to "securing liberty now and for future generations."

The proposal argues Walmart spends shareholder assets to "embrace highly partisan positions," and references one report that accuses them of the following:

1. Discriminating against faith-based charities
2. Not providing viewpoint protections for its employees
3. Donating to ideological groups "hostile to free expression," that promote tenets of critical race theory
4. Promoting stakeholder capitalism

The proposal argues that by taking positions on politically divisive topics, Walmart is putting its financial stability at risk.

Board Recommendation: Against

Board statement: "Walmart already has effective corporate governance practices and policies and board-level oversight that address the concerns described in the proposal."

Shareholder Vote: Against

Floor Proposal:

A floor proposal made by shareholder Juergen Harmse was voted down, and not included in the pre-meeting proxy statement that Walmart released. 

At the meeting, Harmse made a proposal to prevent the Walmart Political Action Committee (WALPAC) from "funding those involved in the attack on our Capitol, especially Donald Trump, who incited the attack ... If we're not supporting them, we should make it clear."

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