Walmart : Proxy Statement (2026 Proxy Statement)
WMT
Published on 04/23/2026 at 05:28 pm EDT
Notice of 2026 Annual Shareholders' Meeting
Thursday, June 4, 2026 Virtual meeting
at 8:30 a.m. Central Time
https://www.virtualshareholdermeeting.com/WMT2026
Our Purpose
We are a people-led, tech-powered omnichannel retailer dedicated to helping people save money and live better.
Our Values
Respect the Individual
Serve the Customer
Strive for Excellence
Act with Integrity
Our Framework
Omnichannel Strength
Technology & Automation
Operating
Model
International Growth
Marketplace & Memberships
Ads, Data, Fintech
Message from our Chairman
Dear Fellow Shareholders:
On behalf of the board of directors, I am pleased to invite you to our upcoming Annual Meeting of Shareholders on June 4, 2026. Your continued engagement and support are central to Walmart's longterm success, and we remain grateful for the confidence you place in our company.
Fiscal 2026 Performance
Fiscal 2026 marked another year of progress as we executed our strategy in a rapidly evolving retail environment. I am proud of the team for delivering results in a dynamic environment and mixed consumer backdrop. Our scale is an advantage, serving hundreds of millions of customers and members each week across our stores, clubs, and digital platforms. That responsibility requires discipline, adaptability, and a focus on delivering value.
Our results for the year reflect the strength of our omnichannel business model and the dedication of our associates around the world. We grew profits faster than sales and delivered $41.6 billion in operating cash flow. We invested thoughtfully in our stores and clubs, our supply chain, and our technology platforms. At the same time, we returned
$15.6 billion to shareholders through dividends and share repurchases, extending our long-standing track record of returning value. The Board also announced a new $30 billion share repurchase authorization, which replaced the remaining capacity under the prior authorization.
Sam Walton often reminded us that our people make the difference. That principle remains foundational. Our more than two million associates serve customers and members with purpose every day. The Board remains highly engaged in talent development and succession planning, and I'm really pleased with the seamless transition we've had for John Furner, the sixth CEO in our company's history, and the broader management team. Their experience, integrity, and long-term orientation continue to guide Walmart forward.
As we welcome John to his new role with the company, on behalf of the Board, I want to thank Doug McMillon for his exceptional leadership and lasting contributions to Walmart. Doug has led our company with clarity of purpose and steady conviction. He guided Walmart through periods of significant change while staying grounded in our values and culture.
Looking Ahead
Looking ahead, one of the most significant forces shaping our industry is artificial intelligence. Retail is entering a new era in which AI is reshaping how customers shop and how work gets done. At Walmart, we are approaching this transformation in a disciplined way-grounded in our values and focused on growth.
As we think about investing in this space, we are being thoughtful about the capital we deploy, identifying when to build proprietary technology and when to leverage the expertise of our technology partners to efficiently scale platforms and shopping solutions for our customers and members. We'll focus on what we do best - running best-in-class omnichannel businesses - and let our partners focus on what they do best.
Like any investment - whether in AI, automation, or our store and club expansion and remodel programs - we view capital deployment through the lens of return on investment, and I'm pleased with the discipline we have. This discipline will ensure that we can scale newer, tech-powered businesses alongside our core retail operations to drive growth at a lower marginal cost.
The investments we are making are designed, in part, to help us improve speed and cost efficiency, and to deliver better experiences for our customers and members. We believe this reinforces our Every Day Low Price model. When well-executed, this creates a self-reinforcing loop: better experiences drive more engagement, which improves data and operations, which in turn strengthens value for customers and members and returns for shareholders.
Retail continues to evolve. Customers expect speed, convenience, personalization, and value. Our strategy is built to meet those expectations through an integrated omnichannel platform, global technology foundations, and disciplined capital allocation. We are not pursuing technology for its own sake. We are applying it to strengthen our competitive advantages, improve returns, and create long-term value.
Walmart has been through many transformations in its history, and what has remained constant is our purpose: helping people save money and live better. That purpose guides our decisions and anchors us through change.
Your Vote Matters
Thank you for your continued support. We encourage you to review the meeting materials carefully and to vote your shares. On behalf of the Board of Directors, I thank you for your partnership as we build a stronger, more innovative, and more resilient Walmart for the future.
Sincerely,
Greg Penner, Chairman
Message from our Lead Independent Director
Dear Fellow Shareholders:
As I complete my first year as your Lead Independent Director and fifth on the Board, I am honored to share how the Board and leadership team continue to drive Walmart's rapid growth and transformation. This past year has been one of meaningful transition, thoughtful succession planning, and continued momentum in Walmart's transformation. Our Board remains deeply focused on supporting the company as it navigates a dynamic retail environment and advances its strategy for lasting value creation.
This year, John Furner's succession of Doug McMillon
as President and CEO was a landmark leadership milestone. John brings over 30 years of Walmart experience and a clear strategic vision for the company's next chapter, and he has a deep understanding of our business and connection to our associates and customers. We are grateful to Doug for
his extraordinary tenure-his visionary leadership leaves a legacy dedicated to helping our customers save money and live better. The Board is confident that John is exceptionally well-suited to build on that legacy. As part of this leadership transition, John formally joined the Board in
November 2025 and Doug will retire from the Board at the end of his term this June.
Our commitment to board refreshment also continues. In January, we welcomed Shishir Mehrotra, CEO of Superhuman, to the Walmart Board. Shishir is a respected entrepreneur and technology leader whose expertise in building large-scale digital products, AI-driven development, and customer-centric innovation is a tremendous asset to our Board and the company.
Additionally, as planned, Tim Flynn will retire from the Board following the upcoming Annual Shareholders' Meeting and Bob Moritz, if elected, will assume the role of Audit Committee Chair. Tim has been a highly valued director since joining the Board in 2012 and an exemplary chair of our Audit Committee.
We thank him sincerely for his dedicated leadership, deep financial acumen, and years of thoughtful oversight. Bob's long career in global audit and assurance leadership makes him exceptionally well qualified to take over this important role.
At the same time, if elected, Marissa Mayer has agreed to remain on the Board for a second year beyond our standard 12-year term limit, extending her service until our 2027 Annual Shareholders' Meeting. The Board thoughtfully made this decision given the ongoing importance and relevance of her technology, artificial intelligence and cybersecurity expertise, along with her deep understanding of Walmart's business
and strategy, and we appreciate her willingness to extend her service as we continue our broader refreshment efforts.
Separately, Brian Niccol, who joined the Board in 2024, will not stand for re-election as he focuses on his responsibilities leading Starbucks. We are grateful to Brian for his engagement
and contributions during his tenure and wish him continued success.
In an ever-changing landscape, the Board remained agile and forward-looking this year, adapting its oversight to meet emerging challenges and opportunities. Our directors bring diverse expertise and global perspectives that enable dynamic, well-informed discussions and responsive
decision making. We consistently reassess best practices in succession planning, risk, compensation, cybersecurity, and sustainability, ensuring our governance model remains strong, transparent, and focused on our shareholders.
The Board also continues its commitment to active shareholder engagement. Since our last Annual Shareholders' Meeting, we have met with shareholders representing a significant
portion of our outstanding shares, seeking feedback on strategy, governance, compensation, sustainability, and human capital management. These conversations inform our oversight work and improve the clarity and relevance of our disclosures, including this proxy statement.
Thank you for your continued trust and support. Serving as your Lead Independent Director is a responsibility I assume with deep respect and a strong commitment to you, our shareholders. Your voice is essential, and I encourage you to vote your shares and participate in
Randall Stephenson,
Lead Independent Director
Sincerely,
our Annual Shareholders' Meeting.
Virtual Shareholders' Meeting at:
www.virtualshareholdermeeting.com/WMT2026
Notice of 2026 Annual Shareholders' Meeting
1
Vote FOR
(Page 8)
2
Vote FOR
(Page 49)
3
Vote FOR
(Page 54)
4
Vote FOR
(Page 96)
To elect as directors
the 11 nominees identified in this proxy statement.
To ratify the appointment To vote on a non-
of Ernst & Young LLP binding, advisory
as the company's resolution to approve
independent the compensation
accountants for the of Walmart's Named
fiscal year ending Executive Officers. January 31, 2027.
To approve an amendment
to the company's Restated Certificate of Incorporation to limit the liability of certain officers of
the company as permitted by Delaware law.
Vote AGAINST
each Shareholder Proposal (Page 100)
To vote on the
four shareholder proposals described in the accompanying proxy statement, if properly presented at the meeting.
Items of Business
5-8
How to Attend the Virtual Shareholders' Meeting
Like prior years, our 2026 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: https://www.virtualshareholdermeeting.com/WMT2026 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 4, 2026. Please see pages 110-112 for additional information about how to access, vote, and submit questions during the meeting.
Internet https://www.proxyvote.com (before the meeting)
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 110-112 for details about how to attend and vote your Shares during the virtual meeting
Who Can Vote
How to Cast Your Vote (Page 111)
The record date for the 2026 Annual Shareholders' Meeting is April 10, 2026. 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 10, 2026.
Shareholders may also transact any other business properly brought before the 2026 Annual Shareholders' Meeting or any adjournment or postponement thereof.
April 23, 2026
This proxy statement and our Annual Report to Shareholders for the fiscal year ended January 31, 2026 are available in the "Investors" section of our corporate website at http://stock.walmart.com/sec-filings/annual-reports.
By Order of the Board of Directors,
Joseph M. Ruschell
Senior Vice President and Chief Counsel, Office of the Corporate Secretary, and Assistant Secretary
Proxy Voting Summary
You have received these proxy materials because the Board is soliciting your proxy to vote your Shares during the 2026 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 120 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 23, 2026.
Shareholders who held Shares as of the close of business on the record date can attend the virtual meeting at
1
Proposal No. 1: Election of Directors
Page 8
https://www.virtualshareholdermeeting.com/WMT2026
Board Experience and Composition
53 years
Median Age
<50 yrs 50-60 yrs >60 yrs
Age
2
4
5
8 years
Median Tenure
12-year term limit for Independent Directors, subject to exceptions by the Board
7 new independent nominees in the last decade
Tenure
98%
overall attendance rate at Board and Board committee meetings
Actively involved in Walmart's strategy
5 Board and 26 Board committee meetings during fiscal 2026
Engaged Board
8/11
nominees are independent and 10 of 11 nominees are non-management
All members of the Audit Committee; Compensation and Management Development Committee; and Nominating and Governance Committee are independent
Robust Lead Independent Director role
Independence
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:
Strategic Objectives Governance Skills
Retail Experience Senior Leadership Experience
5/11
11/11
Global or International Business Experience Finance, Accounting, or Financial Reporting Experience
6/11
11/11
Technology or eCommerce Experience Regulatory, Legal, or Risk Management Experience
8/11
5/11
The Board recommends a vote FOR each director nominee.
Marketing or Brand Management Experience
5/11
Proxy Voting Summary
2
Proposal No. 2: Ratification of
Independent Accountants
Page 49
Quality, experienced independent audit firm
Ernst & Young LLP is an independent registered public accounting firm with significant experience on Walmart's audit.
The Board recommends a vote FOR this proposal.
The firm's expertise and fees are appropriate for the breadth and complexity of our company's global operations.
3
Proposal No. 3: Advisory Vote to Approve
Named Executive Officer Compensation
Page 54
Compensation aligned with performance
Our executive compensation program is aligned with our strategy and heavily tied to performance.
Approximately 82% of our CEO's fiscal 2026 target total direct compensation ("TDC") was based on achieving goals related to operating income, sales, and ROI.
Fiscal 2026 CEO Total Direct Compensation (at target)
CASH EQUITY
Base Salary
Restricted Stock
82%
Performance Based
CEO
about 6% of target TDC
Other NEOs
about 7-9% of target TDC
Annual Incentive
CEO
about 14% of target TDC
Other NEOs
about 13-16% of target TDC
Based on operating income and sales-related metrics
Pays out between 0% and 125% of target (37.5% if threshold goals met)
CEO
about 12% of target TDC
Other NEOs
about 19-20% of target TDC
Vests annually over a 3-year period
Performance Equity
CEO
about 68% of target TDC
Other NEOs
about 56-59% of target TDC
Based on ROI and sales performance during the first year of a 3-year vesting period
The Board recommends a vote FOR this proposal.
Pays out between 0% and 150% of target (50% if threshold goals met)
4
Proposal No. 4 Approve Amendment to our
Restated Certificate of Incorporation
Page 96
Proxy Voting Summary
In 2022, the Delaware General Corporation Law was amended to allow corporations to limit the personal liability of certain officers in certain limited circumstances.
The Board recommends that shareholders approve an amendment to our Restated Certificate of Incorporation to exculpate certain officers from monetary liability for certain claims alleging breach of fiduciary duty. This officer exculpation is similar to what has been authorized under Delaware law for directors for many years.
The Board recommends a vote FOR this proposal.
We believe the proposed amendment will align us with peer practices, allow our officers to exercise their business judgment without the distraction posed by the risk of personal liability, and help us attract and retain qualified officers.
5-8
Proposal Nos. 5-8 Shareholder Proposals, in
each case, if properly presented at the meeting
Page 100 - 109
The Board recommends a vote AGAINST each shareholder proposal.
For the reasons set forth in Walmart's responses, the Board recommends a vote AGAINST each shareholder proposal, if properly presented at the meeting.
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 2026 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.
Table of Contents
Message from our Chairman 1
Message from our Lead Independent Director 2
Notice of 2026 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 2026 12
Board Refreshment and Succession Planning 24
Corporate Governance 25
Corporate Governance Highlights 25
Board Structure and Effectiveness 26
Key Board Responsibilities 33
Board Processes and Practices 40
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
PROPOSAL NO. 4 Approval of an Amendment to our Restated Certificate of Incorporation to limit the liability of certain officers
as permitted by Delaware law 96
Stock Ownership 98
Equity Compensation Plan Information 98
Holdings of Major Shareholders 98
Holdings of Officers, Directors, and Director Nominees 99
PROPOSAL NOs. 5-8 Shareholder Proposals 100
Proposal No. 5 Request for Cumulative Voting for Board Elections 101
Proposal No. 6 Report on Workplace Health and Safety
Governance 103
Proposal No. 7 Report on Immigration Policy and Enforcement 106
Proposal No. 8 Report on Workforce Impact of AI and
Automation 108
Annual Meeting Information 110
2026 Annual Shareholders' Meeting - Virtual Meeting 110
Voting 111
Proxy Materials 116
Shareholder Submissions for the 2027 Annual
Shareholders' Meeting 118
Other Matters 119
Table of Abbreviations 120
Annex A 122
Non-GAAP Financial Measures 122
Named Executive Officer Compensation
54
Annex B
124
Executive Compensation
55
Amendment to Restated Certificate of Incorporation
124
Compensation Discussion and Analysis
55
Compensation Committee Report
80
Risk Considerations in our Compensation Program
81
Compensation Committee Interlocks and Insider Participation
81
Executive Compensation Tables
82
Summary Compensation
82
Fiscal 2026 Grants of Plan-Based Awards
84
Outstanding Equity Awards at Fiscal 2026 Year-End
86
Fiscal 2026 Option Exercises and Stock Vested
87
Fiscal 2026 Nonqualified Deferred Compensation
88
Walmart's Deferred Compensation Plans
89
Potential Payments Upon Termination or Change in Control
90
CEO Pay Ratio
91
Pay Versus Performance
92
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 2026 Annual Shareholders' Meeting, Walmart will have 11 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
Eight of our 11 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
Independent
Chairman of NBCUniversal News Group Age 52 • Director Since 2019
Other Public Company Boards: 2
Sarah Friar
Independent
CFO, OpenAI, Inc.
Age 53 • Director Since 2018 Other Public Company Boards: 0
John Furner
President and CEO, Walmart Age 51 • Director Since 2025 Other Public Company Boards: 0
Carla Harris
Independent
Senior Client Advisor, Morgan Stanley Age 63 • Director Since 2017
Other Public Company Boards: 2
Tom Horton
Independent
Senior Advisor, Global Infrastructure Partners; and former Chairman & CEO, American Airlines
Age 64 • Director Since 2014 Other Public Company Boards: 2
Shishir Mehrotra
Independent
CEO, Superhuman Labs, Inc. (formerly Grammarly) Age 47 • Director Since 2026
Other Public Company Boards: 1
Bob Moritz
Independent
Retired Global Chairman, PwC Age 62 • Director Since 2024 Other Public Company Boards: 2
Greg Penner
Non-Executive Chairman
General Partner, Madrone Capital Partners and Owner and CEO, Denver Broncos
Age 56 • Director Since 2008 Other Public Company Boards: 0
Randall Stephenson
Lead Independent Director
Retired Executive Chair and CEO, AT&T Inc. Age 66 • Director Since 2021
Other Public Company Boards: 0
Steuart Walton
Chairman and Co-Founder of Game Aerospace, LLC and Co-Founder of Runway Group, LLC
Age 44 • Director Since 2016 Other Public Company Boards: 0
Marissa Mayer
Independent
CEO and Founder, Dazzle AI and Sunshine AI; and Former President and CEO, Yahoo! Inc. Age 50 • Director Since 2012
Other Public Company Boards: 3
Board Committees: Audit Compensation and
Management
Nominating and Governance
Strategic Planning and Finance
Technology and eCommerce
Development
* In light of Mr. Flynn's upcoming retirement from the Board, Mr. Moritz will replace Mr. Flynn as Chair of the Audit Committee effective as of the 2026 Annual Shareholders' Meeting, subject to Mr. Moritz's re-election to the Board.
Board Experience and Composition
Our Board nominees bring a variety of backgrounds, qualifications, skills and experiences that contribute to a well-rounded Board uniquely positioned to effectively guide our strategy and oversee our operations in a rapidly evolving retail industry.
Actively involved in Walmart's strategy
98% overall attendance rate at Board and Board committee meetings during fiscal 2026
26 Board committee meetings and 5 Board meetings during fiscal 2026
Highly Engaged Board
12-year term limit for Independent Directors, subject to exceptions
7 new independent nominees in the past decade
Ongoing Board and committee succession planning
Thoughtful Board Refreshment
73%
Independent
Independence
Independent
Not Independent
3
8
8 yrs
Median Tenure
Tenure
2
4
2
3
53 yrs
Median Age
Age
<50 years
50-59 years
60-69 years
4
5
2
27%
Female
27%
Racially/Ethnically Diverse
Diversity
Board Skills Criteria and Qualifications
What Qualifications do the Nominating and Governance Committee and the Board Consider when Selecting Candidates for Nomination?
We believe an effective Board should be made up of individuals who collectively provide an appropriate balance of distinguished leadership, diverse perspectives and viewpoints, strategic skill sets, and professional experience relevant to our business and strategic objectives.
The NGC selects potential candidates on the basis of outstanding achievement in their professional careers; broad experience and wisdom; personal and professional integrity; ability to make independent, analytical inquiries; experience and understanding of the business environment; willingness and ability to devote adequate time to Board duties; and such other experience, attributes, and skills that the NGC determines qualify candidates for service on the Board.
We believe that a board comprised of directors with a variety of backgrounds, experiences, perspectives, and viewpoints improves the dialogue and decision-making in the boardroom and contributes to overall Board effectiveness.
The NGC also considers whether a potential candidate satisfies the independence and other requirements for service on the Board and its committees, as set forth in the Nasdaq Listing Rules and the SEC's rules. Additional information regarding qualifications for service on the Board and the nomination process for director candidates is set forth in the NGC's charter and our Corporate Governance Guidelines, which are available on the Corporate Governance page of our website at https://stock.walmart.com/governance/governance-documents/default.aspx.
Summary of Director Nominee Qualifications and Experience
Friar
Harris
Mayer
Moritz
Stephenson
Walton
Penner
Mehrotra
Horton
Furner
Conde
Experience and Skills Relevant to Effective Oversight and Governance
The NGC and Board regularly review the skills and experiences relevant to our Board in light of our ongoing strategic transformation. The chart below identifies the balance of skills and qualifications each director nominee brings to the Board. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the NGC as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide strategic advice and effective oversight to our management.
Experience and Skills Relevant to the Successful Oversight of our Strategy
Retail Experience
As a multinational retailer, we seek directors who possess an understanding of financial, operational,
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and strategic issues facing large retail companies.
5/11
Global or International Business Experience
Directors with broad international exposure provide useful business and cultural perspectives, and as a global organization, we seek directors with
11/11 experience at multinational companies or in
international markets.
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Technology or eCommerce Experience
To advance our omnichannel strategy, we seek directors who can advise on the development and use of emerging technologies, such as artificial
8/11 intelligence, and on managing related risks of
technology, including cybersecurity threats, while
also contributing expertise in eCommerce, omnichannel, and digital businesses.
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Marketing or Brand Management Experience
Directors with relevant experience in consumer marketing or brand management, especially on a global basis, provide important insights to our Board.
5/11
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Senior Leadership Experience
Directors who have served in relevant senior leadership positions bring unique experience and perspective. We seek directors who have
11/11 demonstrated expertise in governance, strategy,
sustainability, human capital management,
workforce development, and execution.
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Finance, Accounting, or Financial Reporting Experience
We value an understanding of finance and financial reporting processes because of the importance our
6/11 company places on accurate financial reporting and
robust financial controls and compliance. We also
seek to have multiple directors who qualify as audit committee financial experts.
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Regulatory, Legal, or Risk Management Experience
Our company's business requires compliance with a variety of regulatory requirements across a number of federal, state, and international jurisdictions. Our
5/11 Board values the insights of directors who have
experience advising or working at companies in
regulated industries, and it benefits from the perspectives of directors with governmental, public policy, legal, and risk management experience and expertise.
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Director Nominees for 2026
Who are the 2026 Director Nominees?
Based on the recommendation of the NGC, the Board has nominated the following 11 candidates for election as directors at the 2026 Annual Shareholders' Meeting. Nine of the 11 nominees were previously elected by our shareholders at the 2025 Annual Shareholders' Meeting. The information provided below includes, for each nominee, his or her age, principal occupation and employment during the past five years, the year in which he or she first became a director of Walmart, each Board committee on which he or she currently serves, whether he or she is independent, and directorships of other public companies held by each nominee during the past five years.
The Board recommends that shareholders vote FOR the election of each of the nominees named below.
Cesar Conde
Independent Director Age: 52
Joined the Board: 2019
Board Committees:
Audit
SPFC
Other Current Public Company Directorships:
PepsiCo, Inc.
Ralph Lauren Corporation
Skills:
The Board benefits from Mr. Conde's broad experience with large media companies that produce and distribute high-quality content across a range of broadcast, cable, and digital platforms. Mr. Conde brings valuable perspectives in business, finance, and media gained from his experience in a variety of senior leadership roles at large, global media companies. With his senior leadership experience at large, multi-platform media companies such as NBCUniversal and Univision, Mr. Conde brings valuable perspectives regarding consumer and media landscapes.
Senior Leadership Experience (Governance)
Global or International Business Experience (Strategy)
Technology or eCommerce Experience
Marketing or Brand
Management Experience (Strategy)
(Strategy)
Further Information:
Mr. Conde has served on the board of directors of Ralph Lauren Corporation since January 2026 and on the board of directors of PepsiCo, Inc. since March 2016. From August 2014 to April 2019, he served on the board of directors of Owens Corning. He is a board member for the Council on Foreign Relations, and he has served as a Young Global Leader for the World Economic Forum. Mr. Conde holds a B.A. with honors from Harvard University and an M.B.A. from the Wharton School at the University of Pennsylvania.
Career Highlights:
Chairman of NBCUniversal News
Group, a global media and entertainment company
Chairman of NBCUniversal
Telemundo Enterprises and NBCUniversal International Group
Executive Vice President of
NBCUniversal, including oversight of NBCUniversal International and NBCUniversal Digital Enterprises
President of Univision Networks, a
leading American media company with a portfolio of Spanish language television networks, radio stations, and digital platforms
Variety of senior executive capacities
at Univision Networks, where he is credited with transforming it into a leading global, multi- platform media brand
White House Fellow for Secretary of
State Colin L. Powell
Positions at StarMedia Network, the
first internet company focused on Spanish- and Portuguese-speaking audiences globally
Prior to 2002
2002-2003
2003-2009
2009-2013
2013-2015
October 2015-May 2020
May 2020-Present
PROPOSAL NO. 1 Election of Directors
Sarah J. Friar
Independent Director Age: 53
Joined the Board: 2018
Board Committees:
TeCC (Chair)
Other Current Public Company Directorships:
None
Skills:
Ms. Friar brings financial, accounting, and risk management expertise as the CFO of a rapidly growing artificial intelligence company, the former CFO of a multinational publicly-traded company and from her prior experience with a multinational investment banking firm. The Board benefits from her leadership experience as a CFO and from her prior experiences as the CEO of a large platform that connects neighbors and other various leadership positions at Square, Salesforce, Inc., and Goldman Sachs. Ms. Friar also brings a global perspective gained from her experience as the CFO of an artificial intelligence company with international operations and as the former CEO of a multinational company that supports customers across a variety of businesses and industries. The Board also benefits from Ms. Friar's perspective regarding eCommerce and information technology in light of her CFO position at an artificial intelligence company and prior leadership positions with digital community-based platforms and a publicly-traded company that provides managed payments and point-of-sale systems for businesses and mobile financial offerings for consumers. The Board also benefits from her experience in information systems, information security, data privacy, and cybersecurity gained through her current and former employment and board positions in the technology industry.
Finance, Accounting, or Financial Reporting Experience (Governance)
Further Information:
Senior Leadership Experience (Governance)
Global or International Business Experience (Strategy)
Technology or eCommerce Experience (Strategy)
Ms. Friar served as the chairperson of the board of directors of Nextdoor Holdings, Inc. from November 2021 to March 2024 and previously served as a director of Dragoneer Growth Opportunities Corp. III from March 2021 to March 2023. She also previously served as a director of Slack Technologies, Inc. from March 2017 until July 2021, Dragoneer Growth Opportunities Corp. from August 2020 until July 2021, and Dragoneer Growth Opportunities Corp. II from November 2020 until December 2021. Ms. Friar serves on the board of directors of Consensys, the board of directors of Operation HOPE, and the board of trustees of Stanford University. Ms. Friar is the co-founder of Ladies Who Launch, a nonprofit organization focused on empowering entrepreneurs. Ms. Friar graduated from the University of Oxford with a Master of Engineering in Metallurgy, Economics, and Management and also from Stanford Graduate School of Business with an M.B.A.
PROPOSAL NO. 1 Election of Directors
Career Highlights:
CFO of OpenAI, Inc., an artificial
intelligence research and deployment company
CEO and President of Nextdoor
Holdings, Inc. (previously Nextdoor, Inc.), the online neighborhood network, serving as Chairperson of the Board of Directors of Nextdoor Holdings, Inc. from November 2021 until March 2024
CFO of Block, Inc. (previously Square,
Inc.)
Senior Vice President of Finance &
Strategy at Salesforce, Inc.
Various positions at The Goldman
Sachs Group, Inc. including as a Managing Director in the Equity Research Division and other various positions where she focused on corporate finance, and mergers and acquisitions
McKinsey & Company
14
2026 Proxy Statement
Prior to 2000
2000-2011
2011-2012
July 2012-November 2018
December 2018-May 2024
July 2024-Present
John R. Furner
President and CEO and Director
Age: 51
Joined the Board: 2025 Board Committees:
Executive Committee
Other Current Public Company Directorships:
None
Skills:
Mr. Furner brings more than 30 years of retail experience at Walmart and extensive expertise in senior operational leadership, merchandising, and omnichannel transformation. He possesses a deep understanding of our purpose, culture, and values, shaped by his progression from an hourly associate to CEO and his experience across Walmart U.S., Sam's Club, and International roles. In his most recent prior role as President and CEO of Walmart U.S., he drove growth, strengthened associate engagement, and accelerated digital integration across stores and online channels. Mr. Furner also brings meaningful international experience through leadership roles supporting Walmart's operations in markets outside the U.S. The Board benefits from his operational depth, technology focused leadership, and ability to guide Walmart through its next era of innovation.
Retail Experience (Strategy)
Senior Leadership Experience (Governance)
Technology or eCommerce Experience (Strategy)
Marketing or Brand
Global or
International Business Experience (Strategy)
Management Experience (Strategy)
Further Information:
Mr. Furner has served on the board of the National Retail Federation since July 2017, of which he served as chairman from 2022 to 2025. Mr. Furner holds a Bachelor of Science in Business Administration in Marketing Management from the University of Arkansas.
Career Highlights:
President and CEO of Walmart
President and CEO of Walmart U.S.
President and CEO of Sam's Club
U.S.
Executive Vice President and Chief
Merchandising Officer of Sam's Club U.S.
Mr. Furner has held a variety of other
leadership positions since joining our company in 1993
Prior to 2015
October 2015-December 2016
January 2017-October 2019
November 2019-January 2026
February 2026-Present
PROPOSAL NO. 1 Election of Directors
Carla A. Harris
Independent Director
Age: 63
Joined the Board: 2017 Board Committees:
CMDC (Chair)
NGC
SPFC
Other Current Public Company Directorships:
Cummins Inc.
MetLife, Inc.
Skills:
Ms. Harris brings broad-based and valuable insights in finance and strategy gained from more than 30 years of experience at a prominent global investment banking firm. Her extensive senior leadership experience at Morgan Stanley includes work across investment banking, equity capital markets, equity private placements, and major initial public offerings in highly regulated and consumer-facing industries such as technology, media, retail, telecommunications, transportation, healthcare, and biotechnology, which is valuable to the oversight of a business as large and complex as Walmart's. As the Chair of Walmart's Compensation and Management Development Committee, she applies her deep expertise in organizational leadership to help oversee executive compensation and leadership development programs aligned with Walmart's long-term strategy and values. Her decades of advising organizations on capital markets and corporate strategy further support the Board's oversight of performance expectations and compensation structures that advance sustainable value creation. The Board also values Ms. Harris' extensive work experience in a regulated industry and advising clients across a broad range of other regulated industries.
Finance, Accounting, or Financial Reporting Experience (Governance)
Further Information:
Regulatory, Legal, or Risk Management Experience (Governance)
Senior Leadership Experience (Governance)
Global or
International Business Experience (Strategy)
Ms. Harris has served on the board of directors of Cummins Inc. since May 2021 and on the board of MetLife, Inc. since April 2022. She is a co-portfolio manager of Morgan Stanley's Next Level Fund and an advisor to their Inclusive Ventures Lab. She is a published author on leadership, an award-winning podcaster on access and opportunity, and an international public speaker. In August 2013, President Obama appointed Ms. Harris to serve as Chair of the National Women's Business Council. She also currently serves on the boards of Hackensack Meridian Health, Landit, and several nonprofit organizations including Sesame Workshop, the Morgan Stanley Foundation and Sponsors for Educational Opportunity. Ms. Harris holds an A.B., magna cum laude from Harvard University and also holds an M.B.A. from Harvard Business School.
PROPOSAL NO. 1 Election of Directors
Career Highlights:
Senior Client Advisor at Morgan
Stanley, a multinational investment bank and financial services company
Vice Chair, Wealth Management and
Head of Multicultural Client Strategy for Morgan Stanley
Managing Director and Senior Client
Advisor for Morgan Stanley
Member and a leader on execution
teams across mergers and acquisitions, equity capital markets and asset management, and has held a number of other positions during her tenure with Morgan Stanley
16
2026 Proxy Statement
Since 1987
1999-December 2021
2013-December 2021
December 2021-Present
Thomas W. Horton
Independent Director
Age: 64
Joined the Board: 2014 Board Committees:
Audit
NGC
SPFC
Other Current Public Company Directorships:
Chevron Corporation
General Electric Company
Skills:
Mr. Horton brings unique insights gained from his executive leadership roles at large, global, publicly-traded companies, including senior positions spanning the highly-regulated aviation, telecommunications, and infrastructure sectors. Our Board benefits from Mr. Horton's leadership experience in these complex, international industries as well as his perspective from his service on multiple public company boards across diverse sectors. The Board benefits from his insight gained from leading one of the world's largest airlines through a period of significant growth and strategic modernization. In addition, Mr. Horton brings valuable perspective developed from more than 30 years of leadership experience in finance, accounting, auditing, and risk management. Mr. Horton also brings significant financial expertise to the Board through his roles as chief financial officer in complex international industries, his experience at a major global infrastructure investment firm, and as a senior advisor to a leading private-equity firm.
Finance, Accounting, or Financial Reporting Experience (Governance)
Regulatory, Legal, or Risk Management Experience (Governance)
Senior Leadership Experience (Governance)
Global or International Business Experience (Strategy)
Marketing
or Brand Management Experience (Strategy)
Further Information:
Mr. Horton has served on the board of directors of General Electric Company since April 2018, of which he has served as Lead Director since October 2018, and joined the board of directors of Chevron Corporation in January 2026. From August 2019 to March 2022, he served on the board of directors of EnLink Midstream, LLC, a portfolio company of Global Infrastructure Partners that provides midstream energy services. From 2008 to March 2019, Mr. Horton served on the board of directors of QUALCOMM Incorporated. Mr. Horton holds a B.B.A. from Baylor University and an M.B.A. from Southern Methodist University.
Career Highlights:
Senior Advisor at Global
Infrastructure Partners, a global infrastructure firm
Partner at Global Infrastructure
Partners
Senior Advisor at Warburg Pincus
LLC, a private equity firm focused on growth investing
Chairman of American Airlines Group
Inc. ("American")
Chairman and CEO of American
President of American
Executive Vice President of Finance
and Planning at American
Served in various roles at AT&T
Corporation, including as Vice Chairman and CFO
Served in various roles at American,
including as Senior Vice President and CFO
1985-2002
2002-2005
2006-2010
2010-2011
2011-2013
2013-2014
October 2015-April 2019
April 2019-February 2026
February 2026-Present
PROPOSAL NO. 1 Election of Directors
Marissa A. Mayer
Independent Director
Age: 50
Joined the Board: 2012 Board Committees:
CMDC
TeCC
Other Current Public Company Directorships:
AT&T Inc.
Hilton Worldwide Holdings Inc.
Starbucks Corporation
Skills:
Ms. Mayer brings extensive expertise in technology and consumer internet industries, through which she gained cybersecurity experience. Her senior leadership experience is demonstrated by her executive role at a prominent consumer internet company and her positions on the boards of multiple public companies and nonprofit organizations. Ms. Mayer also brings distinguished experience in internet product development, engineering, artificial intelligence, and brand management. The Board values Ms. Mayer's insights into global business and strategy gained from her experience as the CEO of a global company.
Senior Leadership Experience (Governance)
Global or International Business Experience (Strategy)
Technology or eCommerce Experience (Strategy)
Marketing or Brand
Management Experience (Strategy)
Further Information:
Ms. Mayer joined the board of directors of Hilton Worldwide Holdings Inc. in May 2025 and the board of directors of Starbucks Corporation in June 2025. She has served on the board of directors of AT&T, Inc. since March 2024. She previously served on the board of directors of Nextdoor Holdings, Inc. from May 2024 to June 2025. In addition, she previously served on the boards of private companies Sunshine AI and Maisonette. She also serves on the board of the San Francisco Ballet and previously served on the foundation board for the Forum of Young Global Leaders at the World Economic Forum. Ms. Mayer holds a bachelor's degree in Symbolic Systems with a concentration in artificial intelligence and a master's degree in Computer Science with a focus on artificial intelligence, both from Stanford University.
PROPOSAL NO. 1 Election of Directors
Career Highlights:
CEO and Founder of Dazzle AI, Inc.,
a venture-backed developer of consumer-facing artificial intelligence technologies
CEO and Founder of Sunshine AI, a
technology startup company that uses artificial intelligence to develop consumer-facing applications for automating everyday tasks, which was acquired by Dazzle AI in October 2025
President and CEO and a member of
the board of directors of Yahoo! Inc. ("Yahoo"). At Yahoo, she led the internet giant's push to reinvent itself for the mobile era. With a renewed focus on user experience, Ms. Mayer grew Yahoo to serve over 1 billion people worldwide - with over 600 million mobile users - and transformed its advertising approach
Led Google Search for more than a
decade, as well as Google Maps, Gmail, and Google News. She was one of Google's earliest employees and their first woman software engineer, later moving into leadership roles as a member of their Operating Committee.
18
2026 Proxy Statement
1999-2012
2012-June 2017
March 2018-Present
September 2025-Present
Shishir Mehrotra
Independent Director
Age: 47
Joined the Board: January 2026 Board Committees:
CMDC
TeCC
Other Current Public Company Directorships:
Spotify Technology S.A.
Skills:
Mr. Mehrotra brings more than 25 years of technology leadership experience, including deep expertise in artificial intelligence, product development, and platform scaling gained through his executive roles at Superhuman (formerly Grammarly), Coda, and YouTube. He has a distinguished record of building leading productivity and consumer technology platforms relied upon by millions globally and brings to the Board a rare combination of technical depth, product leadership, and strategic insight into the fast evolving digital and AI landscape. His experience leading global teams and developing large-scale creator and productivity ecosystems provides valuable perspective for Walmart's continued focus on technology, eCommerce, and its people-led, tech-powered strategy.
Senior Leadership Experience (Governance)
Global or International Business Experience (Strategy)
Technology or eCommerce Experience (Strategy)
Retail
Experience (Strategy)
Further Information:
Mr. Mehrotra has served on the board of Spotify Technology S.A. since June 2017. He has also served on the boards of Schoolhouse.world since April 2020 and the MIT Club of Northern California since November 2019. Mr. Mehrotra holds a Bachelor of Science in Computer Science and a Bachelor of Science in Mathematics from the Massachusetts Institute of Technology.
Career Highlights:
CEO and board member of
Superhuman Labs, Inc. (formerly Grammarly, Inc.), an AI-powered productivity software company
Co-Founder and CEO of Coda Project,
Inc., a developer of collaborative document and productivity software, which was acquired by Superhuman
Chief Product Officer/Chief
Technology Officer of YouTube, an online video-sharing platform and subsidiary of Alphabet Inc.
GoogleTV Director of Product
Management at Google Inc. (now known as Alphabet Inc.), a technology company specializing in internet-related services
Director of Program Management
at Microsoft Corporation, a technology company that develops and supports software, cloud services, devices and digital solutions
January 2002 - April 2008
April 2008 - September 2008
September 2008-May 2014
June 2014-January 2025
January 2025-Present
PROPOSAL NO. 1 Election of Directors
Robert E. Moritz, Jr.
Independent Director
Age: 62
Joined the Board: 2024 Board Committees:
Audit
TeCC
Other Current Public Company Directorships:
Northern Trust Corp.
S&P Global Inc.
Skills:
Mr. Moritz has more than 35 years of experience in risk management, financial services, financial reporting, and accounting from his long tenure in senior leadership, including as Global Chairman, at PricewaterhouseCoopers, where he oversaw global audit quality, regulatory engagement, and firm-wide risk controls across numerous jurisdictions-experience that is highly relevant to Walmart's Audit Committee. His work advising multinational companies on financial integrity, internal controls, and compliance provides him with deep insight into the oversight of complex audit processes and evolving regulatory standards. In addition, Mr. Moritz's experience leading PwC's global network gives him a strong understanding of enterprise-level risk assessment, cross-border operations, and governance practices, strengthening the Board's ability to oversee Walmart's financial reporting, internal audit program, and risk-mitigation frameworks.
Finance, Accounting, or Financial Reporting Experience (Governance)
Further Information:
Regulatory, Legal, or Risk Management Experience (Governance)
Senior Leadership Experience (Governance)
Global or
International Business Experience (Strategy)
Mr. Moritz joined the board of directors of S&P Global Inc. in February 2026 and has served as a member of the board of directors of Northern Trust Corporation since March 2025. He also serves as a member of the board of directors of SUNY Oswego University Foundation and Generational Unlimited. Mr. Moritz holds a bachelor's degree from SUNY Oswego.
PROPOSAL NO. 1 Election of Directors
20
2026 Proxy Statement
Gregory B. Penner*
Non-Executive Chairman
Age: 56
Joined the Board: 2008 Board Committees:
Executive Committee
Other Current Public Company Directorships:
None
Skills:
Mr. Penner brings expertise in strategic planning, finance, and investment matters, including prior experience as a CFO for our company's operations in Japan, and his service on the boards of directors of public and private companies in a variety of industries. The Board benefits from Mr. Penner's retail experiences with our company's operations internationally and at Walmart.com, as well as his leadership service as our non-executive Chairman. In addition, Mr. Penner has broad knowledge of international business, particularly in Japan and China. Mr. Penner brings unique expertise gained through both his service with the company and as a director of various technology companies.
Finance, Accounting, or Financial Reporting Experience (Governance)
Senior Leadership Experience (Governance)
Global or International Business Experience (Strategy)
Technology or eCommerce Experience (Strategy)
Retail
Experience (Strategy)
Further Information:
Mr. Penner has served on the board of trustees of the Corporation of Brown University since May 2020. He previously served on the board of directors of Baidu, Inc. from May 2004 to December 2017 and Hyatt Hotels Corporation from August 2007 to September 2014. Mr. Penner received his bachelor's degree from Georgetown University and an
M.B.A. from Stanford University.
* Mr. Penner's spouse is the cousin of Steuart Walton.
Career Highlights:
Owner and CEO, Denver Broncos, an
NFL franchise
Chairman of the Board of Walmart
Vice Chairman of the Board of
Walmart
General Partner of Madrone Capital
Partners, LLC, an investment management firm
Walmart's Senior Vice President and
CFO - Japan
Senior Vice President of Finance and
Strategy for Walmart.com
General Partner at Peninsula Capital,
an early stage venture capital fund, and a financial analyst for Goldman, Sachs & Co.
Prior to 2001
2001-2002
2002-2005
2005-Present
2014-2015
2015-Present
2022-Present
PROPOSAL NO. 1 Election of Directors
Randall L. Stephenson
Lead Independent Director
Age: 66
Joined the Board: 2021 Board Committees:
CMDC
Executive Committee
NGC (Chair)
SPFC
Other Current Public Company Directorships:
None
Skills:
Mr. Stephenson brings valuable experience gained from his nearly 40 years of service at AT&T, where at different times during his career he served in various high-level financial and operational positions at a company in a highly regulated industry. He also has extensive operations, marketing, and retail experience from leading the development, evolution, and execution of AT&T's strategy during a period of change in the industry. His long tenure in executive leadership at a large international telecommunications, media and technology company provides valuable strategic and operational insight to our Board.
Finance, Accounting, or
Regulatory, Legal, or Risk
Senior Leadership
Global or International
Technology or
Retail Experience
Financial Reporting Experience (Governance)
Management Experience (Governance)
Experience (Governance)
Business Experience (Strategy)
eCommerce (Strategy) (Strategy)
Marketing
or Brand Management Experience (Strategy)
Further Information:
Mr. Stephenson currently serves as Chair of Athletics and Special Advisor at the University of Oklahoma. He previously served on the boards of directors of AT&T from 2005 until his retirement in January 2021, The Boeing Company from February 2016 to December 2017, and Emerson Electric Co. from June 2006 to December 2017. Mr. Stephenson also previously served on the boards of Boy Scouts of America and the PGA Tour. He has a B.S. in accounting from Central State University (now known as the University of Central Oklahoma) and earned his Master of Accountancy degree from the University of Oklahoma.
PROPOSAL NO. 1 Election of Directors
Career Highlights:
Executive Chairman of the Board,
AT&T Inc. ("AT&T"), a leading provider of telecommunications, media, and technology services globally
Chairman of the Board and Chief
Executive Officer, AT&T, also served as President from 2007 until September 2019
Chief Operating Officer, AT&T
Chief Financial Officer, AT&T
Various positions at AT&T, including
as Corporate Controller
22
2026 Proxy Statement
Prior to 2002
2001-2004
2004-2007
2007-July 2020
July 2020-January 2021
Steuart L. Walton*
Director
Age: 44
Joined the Board: 2016 Board Committees:
SPFC (Chair)
Other Current Public Company Directorships:
None
Skills:
Mr. Walton brings broad-based and valuable international legal and regulatory experience gained from his work on complex, international financial transactions. Mr. Walton has a strong history and familiarity with our company and its global retail and eCommerce operations. He also brings valuable leadership, financial, and omnichannel insights gained from his entrepreneurial experiences and investments, as well as his experience gained as the former chair of the TeCC and prior service on the board of Flipkart.
Regulatory, Legal, or Risk Management Experience (Governance)
Senior Leadership Experience (Governance)
Global or International Business Experience (Strategy)
Technology or eCommerce Experience (Strategy)
Retail
Experience (Strategy)
Further Information:
Mr. Walton serves on the boards of directors of Carpegna Limited, Rapha Racing Limited, Crystal Bridges Museum of American Art, Smithsonian National Air and Space Museum (emeritus) and Wartime History Museum, Inc. From August 2018 to January 2021, he served as a member of the board of directors of Flipkart Private Limited. He is a graduate of Georgetown University Law Center, and he holds a bachelor's degree in business administration from the University of Colorado, Boulder.
* Mr. Walton is the cousin of Gregory B. Penner's spouse.
Career Highlights:
Entrepreneur and investor, serving
as: Co-Founder and Chairman of Game Aerospace, LLC, a manufacturer of carbon fiber aircraft and aircraft parts, since 2013 (served as CEO from founding until November 2017); and Co-Founder of Runway Group, LLC,
a holding company investing in
real estate, outdoor initiatives, and hospitality, since 2015
Senior Director, International
Mergers and Acquisitions, Walmart International division
Associate at Allen & Overy, LLP in
London, where he advised companies on securities offerings
2007-2010
2011-2013
2013-Present
PROPOSAL NO. 1 Election of Directors
Board Refreshment and Succession Planning
The NGC is responsible for identifying and evaluating potential director candidates, for reviewing the composition of the Board and Board committees, and for making recommendations to the full Board on these matters. The NGC actively manages the Board succession planning process throughout the year, informed by the following considerations:
1
Director Tenure Policies
Allows Board visibility into future Board and committee turnover
Board/Committee Evaluations
Identify skill sets that would enhance Board
effectiveness
Director Recruitment
Identify a broad pool of director talent with desired
skill sets
Director Onboarding
Tailored onboarding enables new directors to learn
our business and contribute quickly
The Board believes that a mix of longer-tenured directors and newer directors with fresh perspectives contributes to an effective Board. In order to promote thoughtful Board refreshment, the Board has adopted the following tenure policies for Independent Directors, as set forth in Walmart's Corporate Governance Guidelines:
Term Limit: Independent Directors are expected to commit to at least six years of service and generally do not stand for re-election after 12 years of service, subject to exceptions approved by the Board.
Retirement Age: Unless they have not yet completed their initial six-year commitment, Independent Directors may not stand for re-election after age 75.
The Board may make exceptions to the term limit and retirement age if circumstances warrant. For example, the Board has on occasion extended the term limit or retirement age for an individual director with particular skills or qualifications that are valuable to the Board's effectiveness until a suitable replacement is found. Similarly, an Independent Director may retire before serving 12 years in order to stagger turnover on the Board or a Board committee. Based on these considerations, the Board determined to extend the term limit of Ms. Mayer due to her strategic insight, technology experience, and key skill sets. Ms. Mayer will now continue to serve, subject to election, until the 2027 Annual Shareholders' Meeting.
From time to time, the NGC engages third-party consultants to assist it with the Board refreshment process and to help cultivate a pipeline of potential future director candidates. As a part of the process of identifying potential director candidates, the NGC may also consult with other directors and senior officers. If the NGC decides to proceed with further consideration of a potential candidate, the Chair of the NGC and other members of the NGC, as well as other members of the Board, may interview the candidate. The NGC then may recommend that the full Board appoint or nominate the candidate for election to the Board.
Mr. Mehrotra, who was appointed to the Board in January 2026 and is standing for election for the first time, was initially identified as a potential director candidate by a third-party search firm, and his nomination was the result of the process described above.
Corporate Governance
Effective corporate governance is essential for maximizing long-term value for our shareholders. Our beliefs are grounded in being a values-based ethically led organization, and it's this foundation that continues to influence our decisions and leadership.
Our governance structure is set forth in our Corporate Governance Guidelines and other key governance documents. These guidelines are reviewed at least annually and updated as appropriate in response to evolving best practices, regulatory requirements, feedback from our annual Board evaluations, and recommendations made by our shareholders, all with the goal of supporting and effectively overseeing our ongoing strategic transformation.
Corporate Governance Highlights
Our strong corporate governance practices demonstrate our Board's commitment to enabling an effective structure to support the successful oversight of our strategy.
Board Independence
Majority Independent Board
Lead Independent Director
Governance Committees are Fully Independent
Other Board and Board Committee Practices
Separate Chair and CEO
Oversight of Risk and Enterprise Strategy
Oversight of Human Capital Management
Oversight of Political and Social Engagement and Shared Value
Robust Stock Ownership Guidelines
No Hedging and Restrictions on Pledging
No Employment Agreements with NEOs
No Automatic Acceleration upon Change in Control
Overboarding Policy
Board Performance
Board Oversight of Company Strategy
Annual Board Evaluations
Robust Shareholder Engagement
Commitment to Board Refreshment and Succession Planning
Focus on Management Development and Succession Planning
Shareholder Rights
Market Standard Proxy Access Right
Shareholder Right to Call Special Meetings
No Poison Pill
No Supermajority Voting Requirements
Annual Election of All Directors
Majority Voting for Uncontested Director Elections
The Board's Year in Strategy
The Board's activities are structured to oversee Walmart's strategy and to provide advice and counsel to management. The Board, working closely with the executive management team, has committed to important initiatives to better serve our customers and pursue our key objectives of making every day easier for busy families, sharpening our culture and becoming more digital, operating with discipline, and making trust a competitive advantage.
Since last year's meeting, and among other matters, the Board was involved in these governance and strategy discussions and actions:
Successfully transitioned our CEO role, along with other senior executive transitions
Successfully onboarded a new independent director
Increased the annual dividend payment by 5% for fiscal 2027
Approved a new $30 billion share repurchase authorization
Returned $15.6 billion to shareholders through dividends and share repurchases
Oversaw the company's adoption and implementation of new technologies, such as AI, that are helping create great customer solutions, reduce friction, simplify decision-making, improve supply chain processes, and empower associates with more tools
Ongoing investments in associate compensation, training and education to support our omnichannel strategy
Ongoing review of our international portfolio of operations
Oversight of our enterprise strategy, including emerging new businesses and the development of our marketplace platform
Board Structure and Effectiveness
Board Leadership Structure
The leadership structure of our Board is designed to promote robust oversight, independent viewpoints, and the promotion of the overall effectiveness of the Board. The Board annually reviews its leadership structure as part of the process described on page 24. As disclosed on page 98, approximately 44% of our company's Shares are held by entities related to the family of Sam Walton, our company's founder. Three generations of Walton family members have served on our Board, which demonstrates the Walton family's interest in and commitment to the long-term success of our company. Despite their substantial ownership in the company, only two members of the Walton family are currently serving and standing for re-election to the Board.
Our Current Board Leadership Structure Consists of:
President and CEO
Primary Responsibilities
Leadership of Walmart's complex global business
Implements strategic initiatives
Development of robust management team
John Furner
Lead Independent Director
Primary Responsibilities
Liaison between Independent Directors and the Chairman
Agenda review process
Board and Board committee evaluations
Shareholder engagement
Randall Stephenson
Non-Executive Chairman
Primary Responsibilities
Presides over meetings of the Board and shareholders
Focuses on Board oversight and governance matters
Provides advice and counsel to the CEO
Agenda review process
Greg Penner
We have separated the Chairman and CEO roles since 1988. By separating these roles, our CEO is able to focus on executing our strategy and managing Walmart's complex daily operations, and our Chairman, who is an Outside Director, can devote his time and attention to matters of Board oversight and governance.
We have had a Lead Independent Director since 2004. The role of the Lead Independent Director is designed to enhance the candor and communication between the independent members of the Board, the Chairman, and the CEO. Our Lead Independent Director is appointed annually by the independent members of the Board and has a robust set of responsibilities, including:
presiding over executive private sessions of the Outside Directors and the Independent Directors;
authority to call meetings of the directors, including separate meetings of the Outside Directors and the Independent Directors; and
is available, when appropriate, for consultation with major shareholders.
Mr. Stephenson became our Lead Independent Director immediately following our 2025 Annual Shareholders' Meeting. In addition to his role as Lead Independent Director, Mr. Stephenson also serves as the Chair of the NGC, which means he also oversees the annual Board evaluation process and actively participates in the work related to overall Board effectiveness, including Board development, succession planning, and refreshment. The Board believes that Mr. Stephenson effectively leverages his extensive leadership experience and background in finance, financial reporting, technology, and regulated industries make him well qualified to serve in these Board leadership positions and to represent our Independent Directors.
Board Committee Chairs: Our Board committees play a critical role in the oversight of our governance and strategy, and each Board committee has access to management and the authority to retain independent advisors as it deems appropriate. Each of the governance-related Board committees, as well as our Technology and eCommerce Committee, is led by an independent chair.
Corporate Governance
Governance Committees
Audit
Independent Chair
Tim Flynn*
Compensation and
Management Development
Independent Chair
Carla Harris
Nominating and
Governance
Independent Chair
Randall Stephenson
Strategy Committees
Technology and
eCommerce
Independent Chair
Sarah Friar
Strategic Planning
and Finance
Chair
Steuart Walton
* In light of Mr. Flynn's upcoming retirement from the Board, Mr. Moritz will replace Mr. Flynn as Chair of the Audit Committee effective as of the 2026 Annual Shareholders' Meeting, subject to Mr. Moritz's re-election to the Board.
Board Committees
To enhance the effectiveness of the Board's risk oversight function, the Board regularly reviews its committee structure and committee responsibilities to ensure that the Board has an appropriate committee structure focused on matters of strategic and governance importance to Walmart. Currently, the Board has six standing committees, which are described below. In addition to the duties described below, our Board committees perform the risk oversight functions described on page 34.
Strategic Planning and Finance Committee
Primary Responsibilities
Steuart Walton, Chair
Cesar Conde Carla Harris Tom Horton
Randall Stephenson
Reviews global financial policies and practices and reviews and analyzes financial matters, acquisition, and divestiture transactions
Oversees long-range strategic planning
Reviews and recommends a dividend policy to the Board
Reviews the preliminary annual operating plan, annual financial plan, and annual capital plan to be approved by the Board, as well as the company's capital structure and capital expenditures
Experience of Committee Members
3
Meetings in Fiscal 2026
5/5
Global or International Business Experience
5/5
Senior Leadership Experience
4/5
Regulatory, Legal, or Risk Management Experience
Finance, Accounting, or Financial Reporting Experience
3/5
2/5 Retail Experience
3/5
Technology or eCommerce Experience
Technology and eCommerce Committee
Primary Responsibilities
Sarah Friar, Chair
Tim Flynn Marissa Mayer Shishir Mehrotra Bob Moritz
Brian Niccol
Reviews and provides guidance on the company's eCommerce, omnichannel, and digital businesses in key markets and in ways that weave together the company's unique physical and digital assets and capabilities; development and uses of technology, including artificial intelligence; modernization and ongoing evolution of the company's technology infrastructure; adoption of effective ways of working; data assets, capabilities, and data use cases for commercial purposes; and measurement and tracking of key metrics related to the company's omnichannel digital enterprise
Reviews and provides guidance regarding trends relevant to an omnichannel digital enterprise
Experience of Committee Members
3
Meetings in Fiscal 2026
6/6
Global or International Business Experience
6/6
Senior Leadership Experience
2/6
Regulatory, Legal, or Risk Management Experience
Finance, Accounting, or Financial Reporting Experience
4/6
2/6
Marketing or Brand Management Experience
4/6
Technology or eCommerce Experience
Disclaimer
Walmart Inc. published this content on April 23, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 23, 2026 at 21:20 UTC.