UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 2012
Wal-Mart Stores, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-06991 | 71-0415188 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
702 S.W. 8th Street
Bentonville, Arkansas 72716
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (479) 273-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Shareholders’ Meeting of Wal-Mart Stores, Inc. (the “Company”) was held on June 1, 2012 in Fayetteville, Arkansas. At that meeting, the Company’s shareholders voted on the matters set forth below.
Election of Directors
The Company’s shareholders elected for one-year terms all persons nominated for election as directors as set forth in the Company’s proxy statement dated April 16, 2012. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Aida M. Alvarez |
2,755,530,505 | 108,432,542 | 19,196,062 | 231,588,825 | ||||||||||||
| James W. Breyer |
2,810,541,593 | 53,673,151 | 18,944,365 | 231,588,825 | ||||||||||||
| M. Michele Burns |
2,684,979,818 | 179,192,287 | 18,987,004 | 231,588,825 | ||||||||||||
| James I. Cash, Jr. |
2,756,666,074 | 106,388,337 | 20,104,698 | 231,588,825 | ||||||||||||
| Roger C. Corbett |
2,836,297,434 | 27,146,653 | 19,715,022 | 231,588,825 | ||||||||||||
| Douglas N. Daft |
2,821,457,298 | 35,513,364 | 26,188,447 | 231,588,825 | ||||||||||||
| Michael T. Duke |
2,493,566,256 | 374,766,559 | 14,826,294 | 231,588,825 | ||||||||||||
| Marissa A. Mayer |
2,855,392,066 | 18,890,784 | 8,876,259 | 231,588,825 | ||||||||||||
| Gregory B. Penner |
2,780,728,994 | 83,064,309 | 19,365,806 | 231,588,825 | ||||||||||||
| Steven S Reinemund |
2,842,232,473 | 32,009,101 | 8,917,535 | 231,588,825 | ||||||||||||
| H. Lee Scott, Jr. |
2,425,695,527 | 450,062,354 | 7,401,228 | 231,588,825 | ||||||||||||
| Arne M. Sorenson |
2,749,705,648 | 114,170,688 | 19,282,773 | 231,588,825 | ||||||||||||
| Jim C. Walton |
2,766,331,851 | 92,105,128 | 24,722,130 | 231,588,825 | ||||||||||||
| S. Robson Walton |
2,501,924,010 | 361,612,568 | 19,622,531 | 231,588,825 | ||||||||||||
| Christopher J. Williams |
2,483,744,580 | 379,601,985 | 19,812,544 | 231,588,825 | ||||||||||||
| Linda S. Wolf |
2,821,264,845 | 34,892,810 | 27,001,454 | 231,588,825 | ||||||||||||
Company Proposals
Ratification of Independent Accountants. The Company’s shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered accounting firm for the fiscal year ending January 31, 2013. The votes on this proposal were as follows:
| For | Against | Abstain | ||
| 3,089,777,341 | 19,786,597 | 5,183,996 |
There were no broker non-votes with respect to this proposal.
Advisory Vote on Executive Compensation. The Company’s shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of our named executive officers. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,843,382,750 | 33,130,618 | 6,645,741 | 231,588,825 |
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Shareholder Proposals
The Company’s shareholders voted upon and rejected a shareholder proposal regarding preparing a report on the Company’s political contributions. The votes on the proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 455,907,938 | 2,286,325,802 | 140,925,369 | 231,588,825 |
The Company’s shareholders voted upon and rejected a shareholder proposal regarding a director nomination policy. The votes on the proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 57,264,600 | 2,712,359,232 | 113,535,277 | 231,588,825 |
The Company’s shareholders voted upon and rejected a shareholder proposal regarding an annual report regarding the Company’s incentive compensation programs. The votes on the proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 267,426,283 | 2,608,590,088 | 7,142,738 | 231,588,825 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 4, 2012
| WAL-MART STORES, INC. | ||
| By: |
/s/ Gordon Y. Allison | |
| Gordon Y. Allison | ||
| Vice President and General Counsel, Corporate | ||
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