Walmart Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Walmart Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

MESSAGE FROM OUR CHAIRMAN

Dear Fellow Shareholders:On behalf of the Board of Directors, I’m pleased to say that our business is strong. Last year, we grew net sales 6.1 percent and operating income grew even faster. We generated more than $35 billion in operating cash flow, improved returns, and announced a 9 percent increase in the dividend for the current fiscal year, the largest increase in more than a decade.

Walmart is a people-led, tech-powered omni-channel retailer dedicated to helping people save money so they can live better. This is the foundation on which we can deliver results like these, and it starts with the incredible work of our associates.

We have approximately 2.1 million associates globally, working on exciting new challenges and helping to deliver the value and convenience our customers and members expect from Walmart. We’ve made important investments in our associates over the years, including in wages and other benefits and through technology that helps them be more efficient. As our business has developed into an omni-channel model where eCommerce and physical stores and clubs merge, we’ve also created new roles that help associates learn valuable skills that they can use to build a career.

Developing our people is important. We want them to have a strong sense of ownership that aligns with our shareholder base. That’s partly the reason behind our decision to make Walmart stock part of store manager compensation and execute a 3-for-1 stock split, which we believe will help more associates participate in the success they’ve helped to create.

Looking ahead, I’m confident that we’ll continue to build on the momentum we have in the business. The investments we’re making to automate and improve our supply chain and deploy productivity-driving technologies are as important to our future as anything we’ve done in the past. We’re building the future of retail and serving customers anytime, anywhere, in the ways they want to be served. It’s exciting to be a part of it, and the company’s Board of Directors is highly engaged. With complementary skills and experiences, they’re a resource for our management team and provide robust governance for our company.

Walmart is the world's leading omni-channel retailer. That's a credit to our team today and to those who, over decades, helped to build and shape our company. One of those incredible leaders is Rob Walton, my father-in-law, who recently shared his decision not to seek re-election to our Board of Directors. Rob has been with Walmart quite literally from the beginning, sweeping floors and carrying boxes in the Ben Franklin franchise stores his dad ran before he opened the first Walmart. He became a lawyer and Sam would later remember that Rob did "most of the work to take us public" in 1970. He's been a member of Walmart's Board since 1978, including serving as our Chairman from 1992-2015, during which time Walmart grew from approximately $44 billion in sales to $482 billion in sales. He played a key leadership role in the company's international expansion starting with the opening of a Sam's Club in Mexico City in 1991, and as we entered Canada in 1994. He helped lead each step as we transformed into a global retailer, and he helped guide our transformation from a strictly brick-and-mortar retailer into an omni-channel one that serves customers and members however they choose to shop. While Rob has always been quick to give credit away, his leadership has been critical as we've grown our business over so many years. There's no doubt Sam would be very proud. On behalf of our associates and the Board, I'd like to thank him for his unparalleled and amazing service.

Thank you for your interest in, and support of Walmart. I encourage you to attend our virtual shareholders' meeting on June 5, 2024. As shareholders, your views are important to us, and they help make us a better company. As always, I encourage you to vote your Shares as described beginning on page 122.

Sincerely,

Greg Penner, Chairman

MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR

Dear Fellow Shareholders:This year’s Annual Shareholders’ Meeting will mark my 10th year on Walmart’s Board, and my sixth year as your Lead Independent Director. As I look back over this time, I’m more convinced than ever that we have the right skills, experience, and oversight to guide Walmart through an exciting period of change and value creation.

As our business continues to evolve to serve our customers, it is imperative that our Board evolves as well. To this end, we undertake a robust Board succession planning and refreshment process, which is informed by feedback from our annual Board evaluation. I’m delighted to announce that as a result of this process, the Board has nominated Brian Niccol, the Chairman and CEO of Chipotle Mexican Grill, Inc. for election at the 2024 Annual Shareholders’ Meeting. Brian is a dynamic leader with a passion for excellence. I am confident that his experience in retail, marketing and brand management, and engaging with associates and customers will be a strategic asset to your Board. If elected, Brian will be the fifth new independent director we have onboarded since 2017.

Additionally, as part of our succession planning process, the Board has asked two incumbent 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. 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, will stay on, if elected, until 2025. Both are key Board contributors, and I’m very pleased that they will continue to bring their strategic thinking and oversight to your Board.

Finally, I join my fellow Directors in thanking Rob Walton for the time, energy and resources he's invested into our Board and company over the years, helping to create a better life for customers, members and associates all over the world.

As we continue to recruit the next generation of Board members, we are committed to a board with a diverse range of relevant skills, experiences and backgrounds, as reflected in our Corporate Governance Guidelines.

The Board represents you, the shareholder, and we actively solicit your feedback. Since our 2023 Annual Shareholders’ Meeting, we have engaged with shareholders representing nearly 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 to represent your interests and earn your trust.

Sincerely,

Tom Horton, Lead Independent Director

NOTICE OF 2024 ANNUAL SHAREHOLDERS’ MEETING

PROXY VOTING SUMMARY

Compensation aligned with performance

•Executive compensation program aligned with our strategy and heavily tied to performance

•More than 80% of our CEO’s fiscal 2024 target total direct compensation ("TDC") was based on achieving goals related to operating income, sales, and ROI

Fiscal 2024 Total Direct Compensation (at target)

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 environmental, social, and other sustainability 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 2024 and subsequent filings with the SEC, which are available athttp://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.

Rob Walton

Rob Walton, who joined Walmart in 1969 and before that worked alongside his father Sam in his 5 & 10 store, will retire from the Board at the conclusion of his current term. Rob has a special gift for being able to combine high expectations with support and encouragement. He makes us feel like we can do anything if we put our minds to it and work hard. It’s no surprise that Walmart has continued to thrive given his strong leadership. We are grateful for his more than 40 years of Board service.

Rob’s leadership has helped shape some of the most important moments in Walmart’s history:

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