Walmart : Proxy Statement (2025 Proxy Statement)
WMT
MESSAGE FROM OUR CHAIRMAN
Dear Fellow Shareholders:
On behalf of the board of directors, I am pleased to invite you to our upcoming virtual Annual Meeting of Shareholders on June 5, 2025. This is an important time in our company's journey, and your engagement continues to be critical to our shared success. As a global retailer with deep roots in the communities we serve, we remain focused on executing our strategy, delivering long-term value, and navigating opportunities and challenges with resilience and purpose.
Fiscal 2025 Performance and Strategic Progress
The past year has demonstrated the strength of our business model and the dedication of our more than 2.1 million associates worldwide. Sam Walton liked to say that our people make the difference. These words are as true today as they were when he first said them, more than 60 years ago.
The company's board of directors is highly engaged in the development of talent in our executive ranks. Growing and attracting leaders is important, and we have a strong group of servant leaders across each of our operating segments. Staying true to our core values of respect for the individual, service to our customers and members, acting with integrity, and striving for excellence starts with our CEO, Doug McMillon. Doug is a special leader for the Walmart of today, just as he has been for more than 30 years.
Walmart is uniquely positioned to serve customers and members when and how they want to be served, and we see it in our results. Last year, revenues grew 5.1 percent to $681 billion, including 20.8 percent for eCommerce, globally. Operating income grew 8.6 percent, return on investment improved by 50 basis points, and we returned $11.2 billion to shareholders in the form of dividends and share repurchases. In February, the company announced a 13 percent increase in its annual dividend to $0.94 per share, marking the 52nd consecutive year of dividend increases.
Our business is growing. Last year we expanded and refreshed our footprint, opening 201 new stores and clubs in key growth markets and remodeling 936 more. Investments in technology, supply chain automation, and our associates have strengthened our ability to serve our customers and members with greater speed and accuracy.
Throughout fiscal 2025, our commitment to innovation remained a top priority, introducing new private brands, enhancing member benefits for Walmart+ and at Sam's Club U.S. and leveraging AI-powered tools to improve inventory management, associate productivity, and customer and member experience. Our push to innovate and a changing business model that's more flexible and sustainable helps us deliver on our financial framework and positions us for continued growth in the years ahead.
Looking Ahead
As we look to the future, we are confident in our strategic direction and our ability to deliver long-term, sustainable growth. We remain committed to:
The retail landscape will undoubtedly continue to evolve, and Walmart is well positioned. We will continue to adapt quickly while staying true to our purpose: to save people money and live better.
Your Vote Matters
Thank you for your interest in Walmart. Your vote is important, and your views help make us a better company. We encourage you to review the materials carefully and vote your shares, whether or not you plan to join the Annual Meeting.
On behalf of the board of directors, I would like to thank you for your continued trust, investment, and support. Together, we are building a stronger, more resilient company-one that is well-positioned for the future and committed to delivering lasting value for all shareholders.
Sincerely,
Greg Penner, Chairman
2025 Proxy Statement
1
MESSAGE FROM OUR LEAD
INDEPENDENT DIRECTOR
Dear Fellow Shareholders:
As I approach my 11th year on Walmart's board and complete my sixth year as your Lead Independent Director, the board and leadership team continue to accelerate Walmart's transformation. Our board is well positioned to navigate Walmart through an exciting period of evolution and value creation, while identifying and empowering our next generation of leaders.
Last year, we added two new energetic and skilled board members-Brian Niccol, Chairman and CEO of Starbucks, and Bob Moritz, retired Chairman of PricewaterhouseCoopers (PwC). Brian is a dynamic leader with a passion for excellence. Brian's experience in retail, marketing, and brand management, as well as his engagement with associates and customers, are strong assets to our board. Bob brings a wealth of global business experience to our board after recently retiring from PwC after 39 years in various roles, including global Chairman of the firm. Bob has an audit and assurance background and brings international leadership experience and deep financial expertise across industries and regions of the world. Bob is the sixth new independent director we have onboarded since 2017. We're very excited to have Brian and Bob on the board as they bring their experience and expertise to benefit Walmart associates, customers, and shareholders.
The board remains focused on effective oversight of the company's strategy, risk management, and corporate governance. Our directors bring a variety of backgrounds, global perspectives, and deep industry experience, ensuring robust discussions and thoughtful decision-making. We recognize the importance of strong governance practices to protect shareholder interests. Our board regularly reviews best practices in areas such as executive compensation, succession planning, cybersecurity oversight, and corporate governance. Transparency and accountability remain at the core of our governance framework.
As a board, we strive to undertake a robust board succession planning and refreshment process; however, recruitment of new board members is competitive, and we are always searching for the right skills, experience, and fit when looking at potential candidates. As part of our succession planning process, the board has asked two incumbent, independent directors - Tim Flynn and Marissa Mayer - to serve for a limited time past the standard 12-year limit outlined in our Corporate Governance Guidelines given how much value they continue to add to the board and Walmart. Tim, who chairs our Audit Committee and has extensive experience in risk management and financial reporting oversight, has agreed to continue to serve, subject to election, until 2026. Marissa, who brings key technology and cybersecurity experience to the board, has agreed to stay on for an additional year, if elected, also until 2026. Both are key board contributors, and I'm very pleased that they will continue to bring their strategic thinking and oversight to
our board.
With Tim and Marissa scheduled to retire from the board next year, we will continue to recruit the next generation of board members with a range of relevant skills, experiences, and backgrounds who are committed to guiding Walmart through the next period of change and value creation. As we look forward, intent on continuity in board leadership, I am pleased to announce that effective June 5, 2025, Randall Stephenson, if elected, will become the new Lead Independent Director and will also assume the duties of chairman of the Nominating and Governance Committee. Randall has been a tremendous asset to the board since his appointment in 2021 and is very qualified to fill these roles going forward. During the remainder of my tenure, I will remain highly engaged on the board and the committees on which I serve. I am confident Randall will be an outstanding Lead Independent Director serving the interests of Walmart associates, customers, and shareholders during this exciting time.
The board represents you, the shareholder, and we actively solicit your feedback. Since our 2024 Annual Shareholders' Meeting, we have engaged with shareholders representing approximately 1.6 billion shares on topics including strategy, governance, compensation, sustainability, human capital management, and other topics. We regularly share this feedback with the Nominating and Governance Committee of the board, which I chair, and this has helped shape the content and organization of this
proxy statement.
Thank you for your continued support of Walmart, and I encourage you to vote your shares and to attend our virtual shareholders' meeting. The board continues to work hard to represent your interests and earn your trust.
Tom Horton, Lead Independent Director
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NOTICE OF 2025 ANNUAL SHAREHOLDERS' MEETING
How to Attend the Virtual Shareholders' Meeting
Virtual Shareholders' Meeting at: www.virtualshareholdermeeting.com/WMT2025
Like prior years, our 2025 Annual Shareholders' Meeting will be held in a virtual meeting format only with no physical location. Shareholders who held Shares as of the record date may attend the meeting online by logging in at: www.virtualshareholdermeeting.com/WMT2025 on the date and time provided in this notice. You will not be able to attend the meeting in person.
The live audio webcast for the meeting will begin promptly at 8:30 a.m., Central Time on Thursday, June 5, 2025. Please see pages 127-135 for additional information about how to access, vote, and submit questions during the meeting.
Who Can Vote
The record date for the 2025 Annual Shareholders' Meeting is April 11, 2025. This means that you are entitled to receive notice of the meeting and vote your Shares held as of that date during the meeting if you were a shareholder of record as of the close of business on April 11, 2025.
Items of Business
To ratify the appointment of Ernst &
To vote on a non-binding, advisory
To approve the Walmart Inc. Stock
To vote on the seven shareholder
5-11 proposals described in the accompanying proxy statement, if properly presented at the meeting.
Vote "FOR" (PAGE 8)
Vote "FOR" (PAGE 49)
Vote "FOR" (PAGE 54)
Vote "FOR" (PAGE 98)
Vote
"AGAINST"
each
Shareholder
Proposal (PAGE 109)
Shareholders may also transact any other business properly brought before the 2025 Annual Shareholders' Meeting or any adjournment or postponement thereof.
April 24, 2025
By Order of the Board of Directors,
Rachel Brand
Executive Vice President, Global Governance, Chief Legal Officer, and Corporate Secretary
This proxy statement and our Annual Report to Shareholders for the fiscal year ended January 31, 2025 are available in the "Investors" section of our
corporate website at http://stock.walmart.com/ sec-filings/annual-reports.
How to Cast Your Vote (PAGE 128)
INTERNET (BEFORE THE MEETING)
www.proxyvote.com
CALL
1-800-690-6903
MOBILE DEVICE
Scan the QR code on your proxy card, notice of internet availability of proxy materials, or voting instruction form
Mail your signed proxy card or voting instruction form
DURING THE VIRTUAL MEETING
Please see pages 127-129 for details about how to attend and vote your Shares during the virtual meeting
2025 Proxy Statement
3
PROXY VOTING SUMMARY
You have received these proxy materials because the Board is soliciting your proxy to vote your Shares during the 2025 Annual Shareholders' Meeting or any adjournment or postponement thereof. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote your Shares, and you should read the entire proxy statement carefully before voting. Page references ("XX") are supplied to help you find further information in this proxy statement. Please refer to the Table of Abbreviations beginning on page 136 for the meaning of certain terms used in this summary and the rest of this proxy statement. This proxy statement and the related proxy materials were first released to shareholders and made available on the internet on April 24, 2025.
Shareholders who held Shares as of the close of business on the record date can attend the virtual meeting at www.virtualshareholder meeting.com/WMT2025.
1
PROPOSAL NO. 1
Election of Directors
(PAGE 8)
Board Experience and Composition
Age
57 years Median Age
Tenure
• 8 years Median Tenure
Highly
• Actively involved in Walmart's strategy
Engaged
• 99% overall attendance rate at Board and Board committee
Board
meetings during fiscal 2025
• 5 Board and 24 Board committee meetings during fiscal 2025
Independence • 9 of 12 nominees are independent and 11 of 12 nominees are non-management
Relevant Skills and Experience
The nominees possess a balance of distinguished leadership, diverse perspectives, strategic skill sets, and professional experience relevant to our business and strategic objectives, including:
Senior Leadership Experience
Retail Experience
Finance, Accounting, or Financial Reporting Experience
Global or International Business Experience
Regulatory, Legal, or Risk Management Experience
Technology or eCommerce Experience
Marketing or Brand Management Experience
FOR
THE BOARD RECOMMENDS A VOTE FOR EACH
DIRECTOR NOMINEE.
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Proxy Voting Summary
2 PROPOSAL NO. 2
Ratification of Independent Accountants
(PAGE 49)
Quality, experienced independent audit firm
FOR
3
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSAL NO. 3
Advisory Vote to Approve Named Executive
Officer Compensation
(PAGE 54)
Compensation aligned with performance
Fiscal 2025 Total Direct Compensation (at target)
FOR
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
2025 Proxy Statement
5
Proxy Voting Summary
4
PROPOSAL NO. 4
Approval of the Walmart Inc. Stock Incentive Plan
of 2025
(PAGE 98)
Provide for an additional 135.5 million Shares for issuance to associates and Non-Management Directors
FOR
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
5-11
PROPOSAL NOs. 5-11
Shareholder Proposals, in each case, if
Properly Presented at the Meeting
(PAGE 109)
For the reasons set forth in Walmart's responses, the Board recommends a vote AGAINST each shareholder proposal, if properly presented at the meeting.
AGAINST
THE BOARD RECOMMENDS A VOTE AGAINST EACH SHAREHOLDER PROPOSAL.
Forward-Looking Statements
This document may include forward-looking statements within the meaning of Section 21E of the Exchange Act that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our plans, goals, commitments and strategies made in this document are forward-looking. We use words such as "anticipates," "believes," "expects," "future," "intends," and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. The forward-looking statements in this document are subject to certain risks, uncertainties and other factors including the risks relating to the company's strategy, operations and performance and the financial, legal, tax, regulatory, compliance, reputational, and other factors discussed in the "Risk Factors" and other sections of the company's Annual Report on Form 10-K for fiscal 2025 and subsequent filings with the SEC, which are available at http://www.sec.gov. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document or any other document filed or furnished with the SEC. We undertake no obligation to revise or update any of the forward-looking statements or information, which speak as of their respective dates.
On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized Shares. All Share and per Share information, including Share based compensation information, throughout this proxy statement has been retroactively adjusted to reflect the stock split.
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TABLE OF CONTENTS
Message from our Chairman
1
Message from our Lead Independent Director
2
Notice of 2025 Annual Shareholders' Meeting
3
Proxy Voting Summary
4
PROPOSAL NO. 1 Election of Directors
8
Overview of Director Nominees and
Committee Assignments
8
Board Experience and Composition
9
Board Skills Criteria and Qualifications
10
Director Nominees for 2025
12
Board Refreshment and Succession Planning
24
Corporate Governance
25
Corporate Governance Highlights
25
Board Structure and Effectiveness
26
Key Board Responsibilities
32
Board Processes and Practices
39
Director Compensation
46
PROPOSAL NO. 2 Ratification of
Independent Accountants
49
Engagement of Independent Accountants
49
Audit Committee Pre-Approval Policy
50
Independent Accountant Fees
51
Audit Committee Report
52
PROPOSAL NO. 3 Advisory Vote to Approve
Named Executive Officer Compensation
54
Executive Compensation
55
Compensation Discussion and Analysis
(See Separate Table of Contents)
55
Compensation Committee Report
82
Risk Considerations in our Compensation Program
83
Compensation Committee Interlocks and
Insider Participation
83
Executive Compensation Tables
84
Summary Compensation
84
Fiscal 2025 Grants of Plan-Based Awards
86
Outstanding Equity Awards at Fiscal 2025 Year-End
88
Fiscal 2025 Option Exercises and Stock Vested
89
Fiscal 2025 Nonqualified Deferred Compensation
90
Walmart's Deferred Compensation Plans
91
Potential Payments Upon Termination or Change
in Control
92
CEO Pay Ratio
93
Pay Versus Performance
94
PROPOSAL NO. 4 Approval of the Walmart Inc.
Stock Incentive Plan of 2025
98
Stock Ownership
106
Equity Compensation Plan Information
106
Holdings of Major Shareholders
106
Holdings of Officers, Directors, and Director Nominees
107
Delinquent Section 16(a) Reports
108
PROPOSAL NOs. 5-11 Shareholder Proposals
109
Proposal No. 5 Request for Third-Party Assessment of
Company Policies Regarding Law Enforcement
Information Requests Related to Medication Use by
Customers and Employees
110
Proposal No. 6 Report on Reduction of Plastic Packaging
and Recyclability Claims
112
Proposal No. 7 Revisit Plastics Packaging Policies
114
Proposal No. 8 Racial Equity Audit
117
Proposal No. 9 Report on Delays in Revising Diversity,
Equity, and Inclusion (DEI) Initiatives
119
Proposal No. 10 Health and Safety Governance
122
Proposal No. 11 Respect Civil Liberties in
Advertising Services
125
Annual Meeting Information
127
2025 Annual Shareholders' Meeting - Virtual Meeting
127
Voting
128
Proxy Materials
132
Shareholder Submissions for the 2026 Annual
Shareholders' Meeting
134
Other Matters
135
Table of Abbreviations
136
Annex A
138
Non-GAAP Financial Measures
138
Annex B
140
Walmart Inc. Stock Incentive Plan of 2025
140
2025 Proxy Statement
7
PROPOSAL NO. 1
ELECTION OF DIRECTORS
What am I voting on?
You are voting to elect each nominee named below as a director of Walmart for a one-year term. If you return your proxy, your proxy holder will vote your Shares FOR the election of each Board nominee named below unless you instruct otherwise. If the shareholders elect all the director nominees named in this proxy statement at the 2025 Annual Shareholders' Meeting, Walmart will have 12 directors. Each director nominee named in this proxy statement has consented to act as a director of Walmart if elected. If a nominee becomes unwilling or unable to serve as a director, your proxy holder will have the authority to vote your Shares for any substitute candidate nominated by the Board, or the Board may decrease the size of the Board.
Overview of Director Nominees and
Committee Assignments
Nine of our twelve Board nominees are independent, and all members of the Audit Committee, the CMDC, and the NGC are independent. Our Board has separated the roles of Chairman and CEO, and we have a robust Lead Independent Director role. Despite their significant Share ownership, only two members of the Walton family currently serve as non-management Board members.
Cesar Conde
Marissa Mayer
Independent
Independent
Chairman of NBCUniversal News Group
Co-founder and CEO, Sunshine AI; and Former President
Age 51 | Director Since 2019
and CEO, Yahoo! Inc.
Other Public Company Boards 1
Age 49 | Director Since 2012
Other Public Company Boards 2
Tim Flynn
Bob Moritz
Independent
Independent
Retired Chairman and CEO, KPMG
Retired Global Chairman, PwC
Age 68 | Director Since 2012
Age 61 | Director Since 2024
Other Public Company Boards 1
Other Public Company Boards 1
Sarah Friar
Brian Niccol
Independent
Independent
CFO, OpenAI, Inc.
CEO, Starbucks Corporation
Age 52 | Director Since 2018
Age 51 | Director Since 2024
Other Public Company Boards 0
Other Public Company Boards 1
Carla Harris
Randall Stephenson
Independent
Independent*
Senior Client Advisor, Morgan Stanley
Retired Executive Chair and CEO, AT&T, Inc.
Age 62 | Director Since 2017
Age 65 | Director Since 2021
Other Public Company Boards 2
Other Public Company Boards 0
Tom Horton
Lead Independent Director*
Partner, Global Infrastructure Partners; and former Chairman & CEO, American Airlines
Age 63 | Director Since 2014
Other Public Company Boards 1
Board Committees:
Audit
Strategic Planning
and Finance
Compensation and
Technology and
Management Development
eCommerce
Nominating and Governance
Chair
Member
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Disclaimer
Walmart Inc. published this content on April 24, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 24, 2025 at 21:45 UTC.