Wal Mart Stores : Current report filing

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, 2019

Walmart Inc.

(Exact Name of Registrant as Specified in 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 72716-0215
	(Address of Principal Executive Offices) (Zip code)
	Registrant's telephone number, including area code:
	[phone]

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))

Securities registered pursuant to Section 12(b) of the Act:
	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
	Common Stock, par value $0.10 per share				New York Stock Exchange
	1.900% Notes Due 2022		WMT		New York Stock Exchange
	2.550% Notes Due 2026				New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Item 5.07. Submission of Matters to a Vote of Security Holders

The Annual Shareholders' Meeting (the "Meeting") of Walmart Inc. (the "Company") was held on June 5, 2019 in Rogers, Arkansas. As of the close of business on April 12, 2019, the record date for the Meeting, there were 2,867,124,617 shares of the Company's common stock outstanding, with each share entitled to one vote. The holders of 2,641,241,230 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 twelve persons nominated for election as directors as set forth in the Company's proxy statement dated April 23, 2019. 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
Cesar Conde	2,373,854,681	3,557,444	1,935,263	261,893,842
Stephen J. Easterbrook	2,368,457,494	7,503,874	3,386,020	261,893,842
Timothy P. Flynn	2,370,486,405	5,548,381	3,312,602	261,893,842
Sarah J. Friar	2,372,738,625	3,477,092	3,131,671	261,893,842
Carla A. Harris	2,357,499,955	18,724,873	3,122,560	261,893,842
Thomas W. Horton	2,370,397,472	5,626,728	3,323,188	261,893,842
Marissa A. Mayer	2,357,214,104	18,993,152	3,140,132	261,893,842
C. Douglas McMillon	2,371,407,354	4,698,334	3,241,700	261,893,842
Gregory B. Penner	2,316,191,009	59,819,550	3,336,829	261,893,842
Steven S Reinemund	2,351,750,906	24,264,993	3,331,489	261,893,842
S. Robson Walton	2,325,758,023	50,473,401	3,115,964	261,893,842
Steuart L. Walton	2,327,493,406	48,727,240	3,126,742	261,893,842

Company Proposals

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 23, 2019. The votes on this proposal were as follows:

						Broker
For		Against		Abstain		Non-Votes
2,175,793,901	197,749,433	5,804,054	261,893,842

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, 2020. The votes on this proposal were as follows:

	For		Against		Abstain
2,604,029,486	34,529,614	2,682,130
There were no broker non-votes with respect to this proposal.

Shareholder Proposals

The Company's shareholders voted upon and rejected a shareholder proposal requesting that the company take specific steps to strengthen the prevention of sexual harassment. The votes on this proposal were as follows:

						Broker
For		Against		Abstain		Non-Votes
256,320,232	2,107,849,213	15,177,943	261,893,842

Next, and pursuant to the advance-notice requirement of the Company's bylaws, the Company's shareholders voted upon and rejected a shareholder proposal that was raised from the floor of the annual Meeting which requested that the Nominating and Governance Committee of the Company's Board of Directors consider hourly associates among the list of potential director candidates. The votes on this proposal were as follows:

						Broker
For		Against		Abstain		Non-Votes
3,916	2,379,343,435	37	261,893,842

Finally, the shareholder proponent or his appointed representative did not appear and present the proposal requesting that the Company adopt a cumulative voting standard in the election of directors. Therefore, the proposal was not considered or voted on at the meeting.

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 10, 2019

WALMART INC.

By:	/s/Gordon Y. Allison
	Gordon Y. Allison
	Senior Vice President, Office of the Corporate Secretary, General
	Counsel for Finance and Governance