Walmart 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 8:30 am Pacific on May 31, 2023. Vote AGAINST Flynn, Harris, Horton, Mayer, Penner Stephenson, pay, auditor, #8, #11; FOR Fair Elections #9 and most other shareholder proposals. Join the meeting with your control number. I pre-recorded my presentation for this meeting.
Walmart Inc. engages in the operation of retail, wholesale, and other units worldwide. The company operates through three segments: Walmart U.S., Walmart International, and Sam’s Club. It operates supercenters, supermarkets, hypermarkets, warehouse clubs, cash and carry stores, and discount stores under Walmart and Walmart Neighborhood Market brands; membership-only warehouse clubs; ecommerce websites, such as walmart.com, walmart.com.mx, walmart.ca, flipkart.com, and samsclub.com; and mobile commerce applications.
I voted with the Board’s recommendations 31% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)
Walmart 2023: ISS Rating
Walmart Inc.’s ISS Governance QualityScore as of May 1, 2023, is 4. The pillar scores are Audit: 9; Board: 6; Shareholder Rights: 1; Compensation: 7.
Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Walmart 2023: How I Voted
| Item | Egan-Jones Recommendation | CorpGov.net Votes |
|---|---|---|
| 1A-1K – Election of Directors | FOR, EXCEPT 1B) Timothy P. Flynn, 1D) Carla A. Harris, 1F) Marissa A. Mayer, 1I) Randall L. Stephenson | Against: Flynn, Harris, Horton, Mayer, Penner Stephenson |
| 2 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | 1 YEAR | 1 YEAR |
| 3 – Advisory Vote to Approve Executive Compensation | AGAINST | Against |
| 4 – Ratification of the Appointment of Independent Auditors | AGAINST | Against |
| 5 – Shareholder Proposal – Policy Regarding Worker Pay in Executive Compensation | FOR | For |
| 6 – SP – Report on Human Rights Due Diligence | FOR | For |
| 7 – SP – Racial Equity Audit | FOR | For |
| 8 – SP – Racial and Gender Layoff Diversity Report | FOR | Against |
| 9 – SP – Request to Require Shareholder Approval of Certain Future Bylaw Amendments | FOR | For |
| 10 – SP – Report on Reproductive Rights and Data Privacy | AGAINST | For |
| 11 – SP – Communist China Risk Audit | FOR | Against |
| 12 – SP – Workplace Safety & Violence Review | FOR | For |
Walmart 2023 Votes Explained
CEO compensation of $25M/yr is too much. Remember, this is for a year, not a lifetime. I’m voting against most pay plans that are 200 times the median pay. This one is 933 to 1.
E-J recommended against the pay package. “The Company’s compensation policies and procedures are not effective or strongly aligned with the long-term interest of its shareholders.” They recommend against several directors for being on the compensation committee, Flynn for being over-tenured. My settings at iconik also led me to vote against Horton for being a member of the nominating committee, which has failed to bring the board to 20% ethnically diverse. I voted against Penner because I believe the chair should be independent. EJ also recommends against auditors that have served longer than 7 years. Ernst & Young LLP has served 54 years so that independence could be compromised.
Shareholder Proposals
Shareholder ProposalsI voted for most of the shareholder proposals as good ESG proposals. I voted against the National Center of Public Policy Research’s proposal aimed at finding discrimination against white males (#8) and the National Legal and Policy Center’s proposal aimed at generating more hysteria against China (#11). Of course, I voted for our proposal on Fair Elections, #9.
I had help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Fair Elections Proposal: Background
This proposal is from me, James McRitchie. In 2002 I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of S&P 500 companies, including Walmart, have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for 3 years, AND groups are limited to 20 members.
That sets up a situation where proxy access can’t really be done without one of the Big Four fund families. They administer retirement savings plans for companies and have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused.
Now, after decades, the SEC adopted Rule 14a-19, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending and voting at annual meetings. Will the universal proxy rule go the way of so-called proxy access?
After reading bylaws adopted by Masimo, Bloomberg’s Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board’s nominees.
Fair Elections Proposal: Refusal to Negotiate
Walmart’s opposition statement contends the proposal “could require a special shareholders’ meeting for minor or technical amendments to the Bylaws with concomitant administrative burden and expense.”
All shareholder proposals are advisory. Even if we win by a wide margin, boards are free to ignore our proposals or adopt whatever they please.
Most can agree there should be some limits on what Boards can require without seeking shareholder approval in advance or at least within a year or so of adoption. I filed 30 proposals like the one before you. We reached agreements at about 1/3 of the companies based on guardrails that preserve the rule’s intent.
Your vote FOR this proposal can help us reach an agreement with Walmart that protects shareholder rights before the next annual meeting based on agreements we have reached with other companies. Those agreements put no constraints on boards to take action when needed. However, certain amendments that advantage incumbent directors would need to be ratified by shareholders within a year.
Please Vote FOR proposal Number 9.
Walmart 2023: Other Recommendations
You might want to check how a few funds voted. Use our Shareowner Action Handbook.
Walmart 2024: Mark Your Calendar
If you wish to submit a shareholder proposal or nomination for possible inclusion in our proxy statement relating to our 2024 Annual Shareholders’ Meeting, send the proposal or nomination, by registered, certified, or express mail to: Gordon Y. Allison, Senior Vice President, Office of the Corporate Secretary, Chief Counsel for Finance and Corporate Governance, Walmart Inc., 702 Southwest 8th Street, Bentonville, Arkansas 72716-0215
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