Walmart Inc.
For the period ended Jun 4, 2026. Filed Apr 23, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2026 · Filed Apr 23, 2026
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Contents
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 atwww.virtualshareholdermeeting.com/WMT2026
| 4 | 2026 Proxy Statement |
| 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 firm’s expertise and fees are appropriate for the breadth and complexity of our company’s global operations. | |||
|---|---|---|---|
| The Board recommends a vote FOR this proposal. | |||
| 3 | Proposal No. 3: Advisory Vote to ApproveNamed 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 | ||
| CEOabout 6% of target TDCOther NEOsabout 7–9% of target TDC | CEOabout 12% of target TDCOther NEOsabout 19-20% of target TDC· Vests annually over a 3-year period | ||
| Annual Incentive | Performance Equity | ||
| CEOabout 14% of target TDCOther NEOsabout 13–16% of target TDC· Based on operating incomeand sales-related metrics· Pays out between 0% and125% of target (37.5% ifthreshold goals met) | CEOabout 68% of target TDCOther NEOsabout 56–59% of target TDC· Based on ROI and salesperformance during thefirst year of a 3-yearvesting period· Pays out between 0% and150% of target (50% ifthreshold goals met) |
The Board recommends a vote FOR this proposal.
Proxy Voting Summary
| 2026 Proxy Statement | 5 |
| 4 | Proposal No. 4 Approve Amendment to our Restated Certificate of Incorporation | Page 96 |
| • 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.•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. | ||
|---|---|---|
| The Board recommends a vote FOR this proposal. | ||
| 5-8 | Proposal Nos. 5-8 Shareholder Proposals, in each case, if properly presented at the meeting | Page 100 - 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. | ||
| The Board recommends a vote AGAINST each shareholder proposal. | ||
Proxy Voting Summary
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 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.
| 6 | 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.