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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. )

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Walmart Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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At Walmart we save people money so they can live better.

The defining principles laid out by Sam Walton when he founded our company more than 55 years ago continue to drive all of our business decisions and actions. They are our guiding philosophy, centered around four values that have withstood the test of time and shape how we communicate both internally and externally.

Our Beliefs

Since we first opened our doors, our beliefs have been grounded in a values-based, ethically led organization, and it’s this foundation that continues to influence our decisions and leadership.

We act with the highest level of integrity by being honest, fair and objective, while operating in compliance with all laws and our policies.		We value every associate, own the work we do, and communicate by listening and sharing ideas.
We’re here to serve customers, support each other, and give to our local communities.		We work as a team and model positive examples while we innovate and improve every day.

Learn More About Walmart http://stock.walmart.com/investors/financial-information/annual-reports-and-proxies/default.aspx The information in our Annual Report to Shareholders and our report on various environmental, social, and governance initiatives and matters is not incorporated by reference into, and does not form part of, this proxy statement.

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Messages from our Chairman and our Lead Independent Director

We are pleased to invite you to attend Walmart’s 2019 Annual Shareholders’ Meeting on June 5, 2019 at 10:30 a.m. Central Time, and to our Associates/Shareholders Celebration Event on June 7, 2019 at 8:00 a.m. Central Time. If you plan to attend either or both of these events, please see page 96 for admission requirements. For those unable to join in person, both events will be webcast at http://stock.walmart.com.

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Fiscal 2019 Highlights

Strategy and Performance

Walmart delivered strong performance in fiscal 2019 with the best comp sales in 10 years from our core Walmart U.S. business, took strategic actions to position the International business for growth, and continued solid momentum in comp sales and membership income at Sam’s Club. Our transformational omni-channel strategy leverages unique assets including physical stores, supply chain and rapidly growing eCommerce capabilities to serve customers in all the ways they want to shop with the goal of providing solid returns to shareholders. The four key areas of focus to drive continued success are:

●	Make every day easier for busy families
●	Sharpen culture and become more digital
●	Operate with discipline
●	Make trust a competitive advantage

Our Strategy				Key Accomplishments
Make every day easier for busy families		●Price and value ●Be great merchants ●Easy, fast, friendly, and fun experience		Continued incremental price investments for customers in the U.S. and certain international markets Strengthened assortment by elevating the quality of private brands and adding thousands of new brands to Walmart.com
Sharpen culture and become more digital		●Invest in/empower associates ●Create a high-performance culture ●Strengthen diversity and inclusion ●High-performance digital enterprise		Accelerated innovation by introducing same-day grocery delivery, expanding online grocery pickup in the U.S. and international markets, and completing the acquisition of Flipkart in India Increased starting hourly wage in the U.S. to $11/hour and paid nearly $800 million in bonuses to hourly Walmart U.S. store associates Invested in our associates through expanded maternity and parental leave and a new adoption benefit Expanded to nearly 200 Walmart Academies with more than 450,000 associates completing the Academy training program
Operate with discipline		●Strong, efficient growth ●Consistent operating discipline ●Strategic capital allocation		Continued to slow new store openings and prioritize growth from comp sales and eCommerce Implemented cost transformation initiatives across the business Walmart U.S. physical stores leveraged expenses all four quarters
Make trust a competitive advantage		●Model excellence in global compliance and ethics ●Lead on social and environmental issues ●Contribute to the communities where we operate		Hired over 200,000 veterans over the past five years in the U.S. Introduced a benefit for associates to earn a college degree at accredited universities for $1 a day Continued to divert waste in our operations Achieved goal of providing 4 billion meals globally to those in need over the past five years

As we execute our strategy, we’re seeing momentum in our business with improved customer satisfaction and good financial results:

Comparable sales are for the 52-week period ended January 25, 2019, compared to the 52-week period ended January 26, 2018. For more information regarding our fiscal 2019 financial performance, see our annual report on Form 10-K for fiscal 2019 filed with the SEC on March 28, 2019. Certain financial measures discussed above are non-GAAP measures under the SEC’s rules. See Annex A for more information about how we calculate these financial measures, why those financial measures provide important information, and, where required, reconciliations to the most directly comparable financial measures calculated in accordance with GAAP.

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FOR
The Board recommends a vote FOR each director nominee

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Proxy Voting Summary

			Proposal No. 2 Advisory Vote to Approve Named Executive Officer Compensation (page 42)
			Compensation Aligned with Performance ●Executive compensation program aligned with our strategy and heavily based on performance ●More than 76% of our CEO’s fiscal 2019 total direct compensation was based on achieving goals related to operating income, sales and ROI		Fiscal 2019 Total Direct Compensation (at target)
			FOR
			The Board recommends a vote FOR this proposal

			Proposals No. 4-5 Shareholder Proposals (page 85)
			AGAINST
			Each shareholder proposal included in this proxy statement is followed by Walmart’s response. For the reasons set forth in Walmart’s responses, the Board recommends a vote AGAINST each shareholder proposal.

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Messages from our Chairman and our Lead Independent Director	3
Fiscal 2019 Highlights	4
Strategy and Performance	4
Notice of 2019 Annual Shareholders' Meeting	6
Proxy Voting Summary	7
Proposal No. 1 Election of Directors	10
Overview of Director Nominees and Committee Assignments	10
Board Demographics	11
Board Skills Criteria and Qualifications	11
Director Nominees for 2019	14
Board Refreshment and Succession Planning	21
Corporate Governance	22
Corporate Governance Highlights	22
Board Structure and Effectiveness	23
Key Board Responsibilities	29
Board Processes and Practices	33
Director Compensation	39
Proposal No. 2  Advisory Vote to Approve Named Executive Officer Compensation	42
Executive Compensation	43
Compensation Discussion and Analysis (See Separate Table of Contents)	43
Compensation Committee Report	67
Risk Considerations in our Compensation Program	68
Compensation Committee Interlocks and Insider Participation	68
Executive Compensation Tables	69
Summary Compensation	69
Fiscal 2019 Grants of Plan-Based Awards	71
Outstanding Equity Awards at Fiscal 2019 Year-End	73
Fiscal 2019 Option Exercises and Stock Vested	74
Pension Benefits	74
Fiscal 2019 Nonqualified Deferred Compensation	75
Walmart’s Deferred Compensation Plans	77
Potential Payments Upon Termination or Change in Control	77
CEO Pay Ratio	79
Proposal No. 3  Ratification of Independent Accountants	80
Engagement of Independent Accountants	80
Audit Committee Pre-Approval Policy	81
Independent Accountant Fees	82
Audit Committee Report	83
Shareholder Proposals	85
Proposal No. 4  Request to Strengthen Prevention of Workplace Sexual Harassment	86
Proposal No. 5  Request to Adopt Cumulative Voting	89
Stock Ownership	91
Equity Compensation Plan Information	91
Holdings of Major Shareholders	91
Holdings of Officers and Directors	92
Section 16(a) Beneficial Ownership Reporting Compliance	93
Annual Meeting Information	94
Formal Business Meeting and Associate/Shareholder Celebration	94
2019 Annual Shareholders’ Meeting - Formal Business	95
Associate/Shareholder Celebration	95
Attending these Meetings	96
Voting	97
Proxy Materials	101
Shareholder Submissions for the 2020 Annual Shareholders’ Meeting	102
Other Matters	103
Table of Abbreviations	104
Annex A	A-1
Non-GAAP Financial Measures	A-1
Directions for 2019 Annual Shareholders’ Meeting and Associate/Shareholder Celebration	Inside Back Cover

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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 2019 Annual Shareholders’ Meeting, Walmart will have 12 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 twelve 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 three members of the Walton family serve as non-management Board members.

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Proposal No. 1 Election of Directors

Board Demographics

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.

Board Skills Criteria and Qualifications

What qualifications do the Nominating and Governance Committee and the Board consider when selecting candidates for nomination?

At Walmart, 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 Nominating and Governance Committee (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.

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Proposal No. 1 Election of Directors

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 NYSE Listed Company 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 http://stock.walmart.com/investors/corporate-governance/governance-documents.

Director Skills Criteria:

Walmart is moving with speed 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. Depending on the current composition of the Board and Board committees and expected future turnover on our Board, the NGC generally seeks director candidates with experience, skills, or background in one or more of the following areas:

Experience and Skills Relevant to the Successful Oversight of our Strategy

Retail Experience		Global or International Business Experience		Technology or eCommerce Experience		Marketing or Brand Management Experience
As the world’s largest retailer, we seek directors who possess an understanding of financial, operational, and strategic issues facing large retail companies.		Directors with broad international exposure provide useful business and cultural perspectives, and as a global organization, we seek directors with experience at multinational companies or in international markets.		In order to deliver on our strategy to be the first retailer to offer customers a seamless shopping experience at scale, we seek directors who can provide advice and guidance based on their experiences in eCommerce or related industries such as digital, mobile, or consumer internet.		Directors with relevant experience in consumer marketing or brand management, especially on a global basis, provide important insights to our Board.

Experience and Skills Relevant to Effective Oversight and Governance

Senior Leadership Experience		Finance, Accounting, or Financial Reporting Experience		Regulatory, Legal, or Risk Management Experience		Board Diversity
Directors who have served in relevant senior leadership positions bring unique experience and perspective. We seek directors who have demonstrated expertise in governance, strategy, development, and execution.		We value an understanding of finance and financial reporting processes because of the importance our 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.		Our company’s business requires compliance with a variety of regulatory requirements across a number of federal, state, and international jurisdictions. Our 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.		Diversity and inclusion are values embedded in our culture and fundamental to our business. We believe that a board comprised of directors with diverse backgrounds, experiences, and perspectives and viewpoints improves the dialogue and decision-making in the board room and contributes to overall Board effectiveness. The Board assesses the effectiveness of its approach to Board diversity as part of the Board and committee evaluation process.

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Proposal No. 1 Election of Directors

Summary of Director Nominee Qualifications and Experience

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 and the Board in making nomination decisions and 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				Experience and Skills Relevant to Effective Oversight and Governance
Director Nominee		Retail	Global or International Business	Technology or eCommerce	Marketing or Brand Management	Senior Leadership	Finance, Accounting, or Financial Reporting	Regulatory, Legal, or Risk Management
	Cesar Conde
	Steve Easterbrook
	Tim Flynn
	Sarah Friar
	Carla Harris
	Tom Horton
	Marissa Mayer
	Doug McMillon
	Greg Penner
	Steve Reinemund
	Rob Walton
	Steuart Walton
TOTAL

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Proposal No. 1 Election of Directors

Director Nominees for 2019

			FOR
			The Board recommends that shareholders vote FOR each of the nominees named below for election to the Board.

Who are the 2019 director nominees?

Based on the recommendation of the NGC, the Board has nominated the following candidates for election as directors at the 2019 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.

Cesar Conde Independent Director

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Stephen J. Easterbrook Independent Director

Timothy P. Flynn Independent Director

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Sarah J. Friar Independent Director

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Carla A. Harris Independent Director

Thomas W. Horton Lead Independent Director

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Marissa A. Mayer Independent Director

C. Douglas McMillon President and Chief Executive Officer and Director

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Gregory B. Penner* Non-Executive Chairman

Steven S Reinemund Independent Director

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S. Robson Walton* Director

Steuart L. Walton* Director

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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. Throughout the year, the NGC actively engages in Board succession planning, taking into account the following considerations:

●	Input from Board discussions and from the Board and Board committee evaluation process regarding the specific backgrounds, skills, and experiences that would contribute to overall Board and Board committee effectiveness; and
●	The future needs of the Board and Board committees in light of the Board’s tenure policies, Walmart’s long-term strategy, and the skills and qualifications of directors who are expected to retire in the future.

1		Director Tenure Policies		Allow Board to anticipate future Board turnover		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 retirement 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 may not serve for more than 12 years. Retirement Age: Unless they have not yet completed their initial six-year commitment, Independent Directors may not stand for re-election after age 75.
2		Board/ Committee Evaluations		Identify skill sets that would enhance Board effectiveness
3		Director Recruitment		Identify top director talent with desired background and skill sets
4		Director Onboarding		Tailored onboarding enables new directors to learn our business and contribute quickly

The Board may make exceptions to these retirement policies if circumstances warrant. For example, the Board could extend 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. The Board believes these policies provide discipline to the Board refreshment process and have resulted in a diverse Board with an effective mix of skills, experiences, and tenures, as shown on page 11.

The NGC engages a third-party consultant to assist it with the Board refreshment process and to help cultivate a continuous 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. Conde was appointed to the Board in February 2019 and is standing for election for the first time at the 2019 Annual Shareholders’ Meeting. Mr. Conde was initially identified as a potential director candidate by the NGC’s third-party consulting firm, and his nomination was the result of the process outlined above.

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Corporate Governance

Effective corporate governance is essential for maximizing long-term value creation for our shareholders. Our beliefs have been grounded in 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
●	Risk Oversight
●	Oversight of Political and Social Engagement
●	Robust Stock Ownership Guidelines
●	No Hedging and Restrictions on Pledging
●	No Employment Agreements with NEOs
●	No Change-in-Control Provisions

Board Performance

●	Board Oversight of Company Strategy
●	Robust Board Evaluations
●	Extensive Shareholder Engagement
●	Commitment to Board Refreshment and Succession Planning
●	Focus on Management 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 Director Elections

				The Board’s Year in Strategy and Governance
				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. Over the past year, and among other matters, the Board was involved in these governance and board strategy-level discussions and actions: ✓Acquisition of majority stake in Flipkart, an eCommerce marketplace based in India with an ecosystem including eCommerce platforms of Flipkart, Myntra, and Jabong ✓Ongoing expansion of same-day online grocery pickup locations to more than 2,100 in the U.S. as of January 31, 2019 ✓Ongoing review of our international portfolio of operations ✓Appointed Tom Horton as our new Lead Independent Director ✓Onboarded two new directors during fiscal 2019 and appointed a new director since our last annual shareholders’ meeting

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Corporate Governance

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 21. As discussed on page 91, approximately 50% of our company’s Shares are held by members of 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, the members of the Walton family traditionally have held only three seats on our Board. While the NYSE Listed Company Rules provide exemptions from independence requirements for controlled companies, Walmart has not and has no plans to rely on any of those governance exemptions because we believe it is important to have a majority independent board.

Our current Board leadership structure consists of:

Non-Executive Chairman Greg Penner		Lead Independent Director Tom Horton		President and CEO Doug McMillon
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		Primary Responsibilities ●Liaison between Independent Directors and Chairman ●Agenda review process ●Board and Board committee development and evaluation ●Shareholder engagement		Primary Responsibilities ●Leadership of Walmart’s complex global business ●Implements strategic initiatives ●Development of robust management team

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. Horton became our Lead Independent Director immediately following our 2018 Annual Shareholders’ Meeting. In addition to his role as Lead Independent Director, Mr. Horton 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.

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Corporate Governance

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 Strategic Planning and Finance Committee, is led by an independent chair.

Governance Committees

Strategy Committees

Audit

Compensation and Management Development

Nominating and Governance

Strategic Planning and Finance

Technology and eCommerce

Tim Flynn Independent Chair

Steve Reinemund Independent Chair

Tom Horton Independent Chair

Sarah Friar Independent Chair

Steuart Walton Chair

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. When possible, Independent Directors are appointed to serve on at least one strategy committee and one governance committee. Currently, the Board has seven standing committees, which are described below. In addition to the duties described below, our Board committees perform the risk oversight functions described on page 30.

	Strategic Planning and Finance Committee
	3 meetings during fiscal 2019

Primary Responsibilities ●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 financial plan and annual capital plan to be approved by the Board, as well as the company’s capital structure and capital expenditures		5			Sarah Friar, Chair			Carla Harris
		Members			Steve Easterbrook Tom Horton			Rob Walton
			All five members have global or international business experience					Two members have retail experience
			All five members have senior leadership experience					Four members have finance, accounting or reporting experience
			Three members have regulatory, legal, or risk management experience					One member has technology or eCommerce experience

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Corporate Governance

	Technology and eCommerce Committee
	4 meetings during fiscal 2019#

Primary Responsibilities ●Reviews matters relating to information technology, eCommerce, and innovation and oversees the integration of Walmart’s information technology, eCommerce, and innovation efforts with Walmart’s overall strategy ●Reviews and provides guidance regarding trends in technology and eCommerce and monitors overall industry trends		5			Steuart Walton, Chair			Marissa Mayer
		Members			Cesar Conde Tim Flynn			Steve Reinemund
			All five members have global or international business experience					Two members have technology or eCommerce experience
			Four members have senior leadership experience					Three members have marketing or brand management experience
			One member has finance, accounting or reporting experience					Two members have regulatory, legal, or risk management experience

#	Includes one joint meeting of the Technology and eCommerce Committee and the Audit Committee.

	Audit Committee
	12 meetings during fiscal 2019#

Primary Responsibilities ●Reviews the financial statements and oversees the financial reporting policies, procedures, and internal controls ●Responsible for the appointment, compensation, retention, and oversight of the independent accountants ●Pre-approves audit, audit-related, and non-audit services to be performed by Walmart’s independent accountants ●Reviews and approves any related person transactions and other transactions subject to our Transaction Review Policy ●Reviews risk assessment and risk management process and policies, processes and procedures regarding compliance with applicable laws and regulations, as well as Global Statement of Ethics and Code of Ethics for the CEO and Senior Financial Officers ●Oversees internal investigatory matters, including the internal investigation into alleged violations of the FCPA and other investigatory matters** ●Oversees Walmart’s enhanced global ethics and compliance program ●Oversees the company’s internal audit function		3			Tim Flynn, Chair			Sarah Friar
		Members						Tom Horton
			All three members have global or international business experience					All three members have senior leadership experience
			All three members have finance, accounting or reporting experience					Two members have regulatory, legal, or risk management experience
			One member has technology or eCommerce experience

*	Independence and financial literacy: The Board has determined that each member of the Audit Committee is independent as defined by the Exchange Act, the SEC’s rules, and the NYSE Listed Company Rules. Each Audit Committee member named above is financially literate as required by NYSE Listed Company Rules, and each is an “audit committee financial expert” as defined in the SEC’s rules.
**	For more information about the Audit Committee’s role with respect to the FCPA investigation, see “Director Compensation” on page 39.
#	Includes one joint meeting of the Technology and eCommerce Committee and the Audit Committee.

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Corporate Governance

	Compensation and Management Development Committee
	7 meetings during fiscal 2019

Primary Responsibilities ●In consultation with the CEO, approves compensation of Executive Officers other than the CEO, and reviews compensation of other senior officers ●Reviews and approves the compensation of the CEO and recommends to the Board the compensation of the Outside Directors ●Sets performance measures and goals and verifies the attainment of performance goals under our incentive compensation plans ●Reviews compensation and benefits matters ●Oversees the management development, succession planning, and retention practices for Executive Officers and senior leaders ●Oversees culture, diversity and inclusion initiatives		4			Steve Reinemund, Chair			Carla Harris
		Members			Steve Easterbrook			Marissa Mayer
			All four members have global or international business experience					Two members have finance, accounting or reporting experience
			All four members have senior leadership experience					One member has regulatory, legal, or risk management experience
			Three members have marketing or brand management experience					One member has retail experience
			One member has technology or eCommerce experience

*

Independence: The Board has determined that each member of the CMDC is independent as defined by the Exchange Act, the SEC’s rules, and the NYSE Listed Company Rules; is an outside director as defined in Section 162(m) of the Internal Revenue Code; and is a “non-employee director” as defined in the SEC’s rules.

	Nominating and Governance Committee
	5 meetings during fiscal 2019

Primary Responsibilities ●Oversees corporate governance issues and makes recommendations to the Board ●Identifies, evaluates, and recommends candidates for nomination to the Board ●Reviews and makes recommendations to the Board regarding director independence ●Reviews and advises management on social, community, and sustainability initiatives, as well as legislative affairs and public policy engagement		3			Tom Horton, Chair			Carla Harris
		Members						Steve Reinemund
			All three members have global or international business experience					Two members have finance, accounting or reporting experience
			All three members have senior leadership experience					Two members have regulatory, legal, or risk management experience
			One member has marketing or brand management experience

*	Independence: The Board has determined that each member of the NGC is independent as defined by the NYSE Listed Company Rules.

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The remaining two standing committees of the Board are responsible for various administrative matters.

	Global Compensation Committee
	2 meetings during fiscal 2019

Primary Responsibilities ●Administers Walmart’s equity and cash incentive compensation plans for associates who are not directors or Executive Officers		3			Doug McMillon, Chair			Greg Penner
		Members						Rob Walton

	Executive Committee
	1 meeting* during fiscal 2019

Primary Responsibilities ●Implements policy decisions of the Board ●Acts on the Board’s behalf between Board meetings		4			Doug McMillon, Chair			Greg Penner
		Members			Tom Horton			Rob Walton

*	The Executive Committee acted by unanimous written consent 10 times during fiscal 2019. The Board reviewed and ratified all unanimous written consents of the Executive Committee during fiscal 2019.

Governing Documents

In addition to our Corporate Governance Guidelines, each standing committee of the Board has a written charter, which defines the roles and responsibilities of the Board committee. The Board committee charters and the Corporate Governance Guidelines provide the overall framework for our corporate governance practices. The NGC and the Board review the Corporate Governance Guidelines, and the NGC, the Board, and each Board committee review the Board committee charters at least annually to determine whether any updates or revisions to these documents may be necessary or appropriate.

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Board Evaluations

The Board is committed to a robust Board evaluation process as an important tool for promoting effectiveness and continuous improvement. The Board engaged a third-party consulting firm in fiscal 2019 to bring an outside perspective to the evaluation process.

Our Board Evaluation Process

	1	Questionnaires			Topics covered include, among others:
			Each director completes a detailed questionnaire.		●The effectiveness of the Board’s leadership structure and the Board committee structure; ●Board and committee skills, composition, diversity, and succession planning; ●Board culture and dynamics, including the effectiveness of discussion and debate at Board and committee meetings; ●The quality of Board and committee agendas and the appropriateness of Board and committee priorities; and ●Board/management dynamics, including the quality of management presentations and information provided to the Board and committees.
	2		Interviews		Individual director interviews – Each director participates in a confidential, open-ended, one-on-one interview to solicit input and perspective on Board and Board committee effectiveness. Senior management interviews – Members of Walmart’s senior executive team also participate in confidential, one-on-one interviews designed to solicit management’s perspective on the Board’s effectiveness, engagement, and the dynamic between the Board and management.
	3	Action Items These evaluations have consistently found that the Board and Board committees are operating effectively.			Over the past few years, this evaluation process has contributed to various refinements in the way the Board and  Board committees operate, including: ●Reducing the size of the Board to promote engagement and input into our strategic decision-making; ●Changing the Board committee structure to create a separate Compensation and Management Development Committee and a Nominating and Governance Committee; ●Changing committee assignments so that Independent Directors generally sit on one “strategy” committee and one “governance” committee; ●Ensuring that Board and committee agendas are appropriately focused on strategic priorities and provide adequate time for director input; ●Additional responsibilities for our Lead Independent Director, including active participation in the agenda-setting process for the Board and Board committees; and ●Increased focus on continuous Board succession planning and refreshment, including engaging a third-party consulting firm to help further develop our robust long-term director candidate pipeline.

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Director Onboarding and Engagement

All directors are expected to invest the time and energy required to quickly gain an in-depth understanding of our business and operations in order to enhance their strategic value to our Board. We develop tailored onboarding plans for each new director. Shortly after joining our Board, each new director has “learn the business” meetings with the leaders of key operational and corporate support functions. Occasionally, a Board meeting is held at a location away from our home office, usually in a market in which we operate. In connection with these Board meetings, our directors learn more about the local business market through meetings with our business leaders in these markets, visits to our stores and other facilities in the local market, and visits to the stores of our competitors. We also typically hold one Board meeting per year at one of our eCommerce offices, where our Board members participate in intensive sessions focused on our eCommerce strategies and operations.

Our Board members are also expected to participate in other company activities and engage directly with our associates at a variety of events throughout the year. Examples of activities and events that members of our Board have participated in include:

●	attending Walmart leadership meetings and traveling with senior business leaders on trips to domestic and international markets;
●	attending a summit of our CFOs from our worldwide markets;
●	attending a summit of our controllers from our worldwide markets;
●	touring facilities with our compliance associates;
●	speaking at various culture, diversity and inclusion events held at our home office in Bentonville, Arkansas and other locations; and
●	attending and speaking at meetings of Walmart business segments, divisions, and corporate support departments.

Board Meetings and Director Attendance

The Board held a total of six meetings during fiscal 2019. The Outside Directors and Independent Directors met regularly in separate executive sessions, with the Lead Independent Director presiding over those sessions. As a whole, during fiscal 2019, our directors attended approximately 95% of the aggregate number of Board meetings and meetings of Board committees on which they served.

Under our Board policy, all directors are expected to attend the company’s annual shareholders’ meetings. While the Board understands that there may be situations that prevent a director from attending an annual shareholders’ meeting, the Board encourages all directors to make attendance at all annual shareholders’ meetings a priority.

Ten Board members attended the 2018 Annual Shareholders’ Meeting, including 9 of the 11 director nominees named in this proxy statement who were members of the Board or director nominees at the time of the 2018 Annual Shareholders’ Meeting.

Key Board Responsibilities

The Board’s Strategic Oversight Role

Walmart is operating in a rapidly changing retail environment. Shifts in market fundamentals, technology, and customer preferences require significant Board engagement with our strategy. As Walmart continues to transform its business, the Board works with management to respond to a dynamically changing environment. Given the iterative nature of this transformation, the Board’s oversight over strategy is a continuous process. Throughout the year, the Board and its committees provide oversight and guidance to management regarding a variety of strategic matters, and strategic discussions are embedded in every Board and Board committee meeting.

While the Board and its committees oversee our strategic planning process, management is responsible for executing our strategy. The Board receives regular updates and engages actively with our senior management team regarding key strategic initiatives, technology updates, competitive and economic trends, and other developments. In addition, certain Board meetings are enhanced with “hands-on” experiences, such as visits to our stores and other facilities or technology demonstrations.

The Board’s oversight and our management’s execution of our business strategy are intended to help promote the creation of long-term stockholder value in a sustainable manner, with a focus on assessing both potential opportunities available to us and risks that we might encounter.

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The Board’s Role in Risk Oversight

Taking reasonable and responsible risks is an inherent part of Walmart’s business and is critical to our continued innovation, growth, and achievement of our strategic objectives. The Board and the Board committees actively oversee and monitor the management of the most significant risks that could impact our company. The Board does not view risk in isolation, but instead considers risk in conjunction with its oversight of Walmart’s strategy and operations.

Walmart identifies, assesses, and assigns responsibility for managing risks through its annual enterprise risk assessment process, other internal processes, and internal control environment. The Board, Board committees, and management coordinate risk oversight and management responsibilities in a manner that we believe serves the long-term interests of our company and our shareholders through established periodic reporting and open lines of communication.

Additional information regarding the roles and responsibilities of our Board committees can be found under “Board Committees” beginning on page 24.

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Management Development and Succession Planning

Our Board places a high priority on senior management development and succession planning. The CMDC has primary responsibility for executive succession planning, and senior management development is a regular topic on the agendas for meetings of the CMDC.

At these meetings, the members of our CMDC, in consultation with our CEO, our Executive Vice President – Global People, and others as the CMDC may deem appropriate, engage in comprehensive deliberations regarding the development and evaluation of current and potential senior leaders, as well as the development of executive succession plans, including succession plans for our CEO position. This process has contributed to two successful CEO transitions since 2009. The Board has also adopted a CEO succession planning process to address unanticipated events and emergency situations.

Board’s Oversight of Culture and Human Capital Management

Our human capital management and talent development efforts go well beyond the senior management level. We believe that retail can be a powerful engine for economic mobility, and we are committed to a respectful, rewarding, diverse and inclusive work environment that allows our associates to develop the skills they need for success. The Board and the CMDC provide oversight and guidance on workforce development, compensation, benefits, recruiting and retention, and culture, diversity and inclusion. We continue to invest in our associates’ wages and training, and recently enhanced our leave and paid-time-off benefits. We believe that these actions have resulted in a more engaged and effective workforce that is better equipped to serve our customers in today’s rapidly changing retail environment.

Board Oversight of Legislative Affairs, Public Policy Engagement, Charitable Giving, and Sustainability

The NGC reviews and advises management regarding the company’s legislative affairs and public policy engagement strategy, as well as the company’s charitable giving strategy and other social, community, and sustainability initiatives. Walmart engages in the political process when we believe that doing so will serve the best interests of the company and our shareholders. Walmart is committed to engaging in the political process as a good corporate citizen and in a manner that complies with all applicable laws. Over the years, Walmart has provided greater transparency regarding the company’s political engagement. Since 2015, we have compiled lobbying disclosure information from our U.S. state-level public filings and presented them on our corporate website, and since 2016 we have also disclosed on our corporate website the lobbying expense from our public filings at the U.S. federal level. Walmart’s Government Relations Policy is available at http://corporate.walmart.com/policies.

Environmental, Sustainability, and Governance Report

Since 2007, our company has prepared and produced a report describing our company’s progress and initiatives regarding sustainability and other environmental, social, and governance (“ESG”) matters. For the most recent information regarding Walmart’s ESG initiatives and related matters, please visit the “ESG Investors” section of our corporate website.

Shareholder Outreach and Engagement

We recognize the value of listening to the views of our shareholders, and the relationship with our shareholders is an integral part of our corporate governance practices. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider the issues of importance to our shareholders and are able to address them appropriately.

Senior leaders and subject matter experts from the company meet regularly with representatives at many of our top institutional shareholders and periodically with leading proxy advisory firms to discuss Walmart’s strategy, governance practices, executive compensation, compliance programs, and other ESG related matters. Members of our Board participate from time to time in these meetings. Management reports regularly to the CMDC and NGC about these meetings, including feedback on these diverse topics and perspectives shared by our shareholders.

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We continued this program of shareholder engagement during fiscal 2019, in addition to our customary participation at industry and investment community conferences, investor road shows, and analyst meetings. We also have incorporated into this proxy statement some of the feedback we received during these meetings. We also respond to individual shareholders who provide feedback about our business. We have had success engaging with parties to understand shareholder concerns and reach resolutions on issues that are in the best interests of our shareholders, and we remain committed to these ongoing initiatives.

Communicating with the Board

The Board welcomes feedback from shareholders and other interested parties. There are a number of ways that you can contact the Board or individual members of the Board.

Via mail:		Via email:
Name of Director(s) or Board of Directors c/o 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		●the entire Board at directors@wal-mart.com; ●the Independent Directors at Independent.Directors@wal-mart.com; ●the Outside Directors at nonmanagementdirectors@wal-mart.com; or ●any individual director, at the full name of the director as listed under “Proposal No. 1 – Election of Directors” followed by “@wal-mart.com.” For example, our Chairman, Gregory B. Penner, may be reached at gregorybpenner@wal-mart.com.

We receive a large volume of correspondence regarding a wide range of subjects each day, including correspondence relating to ordinary store operations and merchandise in our stores. As a result, our individual directors are often not able to respond to all communications directly. Therefore, the Board has established a process for managing communications to the Board and individual directors.

Communications directed to the Board or individual directors are reviewed to determine whether, based on the facts and circumstances of the communication, a response on behalf of the Board or an individual director is appropriate. If a response on behalf of the Board or an individual director is appropriate, Walmart management may assist the Board or individual director in gathering all relevant information and preparing a response. Communications related to day-today store operations, merchandise, and similar matters are typically directed to an appropriate member of management for a response. Walmart maintains records of communications directed to the Board and individual directors, and these records are available to our directors at any time upon request.

Shareholders wishing to recommend director candidates for consideration should do so in writing to the address above. The recommendation should include the candidate’s name and address, a resume or curriculum vitae that demonstrates the candidate’s experience, skills, and qualifications, and other relevant information for the Board’s consideration. All director candidates recommended by shareholders will be evaluated by the NGC on the same basis as any other director candidates.

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Board Processes and Practices

How We Determine Director Independence

Our Board is committed to ensuring its membership consists of the right mix of skill sets in light of Walmart’s strategy, the Board’s tenure policies, and the Board’s desire to maintain at all times a majority of directors who are independent in accordance with the NYSE Listed Company Rules. Historically, three members of the Walton family have been members of our Board, and the NGC and the Board believe this is appropriate in light of the Walton family’s significant and long-term Share ownership. Our CEO also serves on the Board, and our former CEOs have historically served on the Board for a period of time after they retire. Our incoming CEOs have supported this practice and we believe this practice has contributed to successful CEO transitions during our company’s history. Consistent with our Board’s commitment to independent Board oversight, the Board generally seeks to fill the remaining Board seats with directors who are independent as defined in the NYSE Listed Company Rules.

In making independence determinations, the Board complies with all NYSE criteria, and with respect to Board committee membership, certain SEC criteria, and considers all relevant facts and circumstances. Under the NYSE Listed Company Rules, to be considered independent:

●	the director must not have a disqualifying relationship, as described in the NYSE Listed Company Rules; and
●	the Board must affirmatively determine that the director otherwise has no direct or indirect material relationship with our company.

The Board has adopted materiality guidelines that it considers and uses to aid in the director independence determination process. While not determinative of independence, these guidelines identify the following categories of relationships that the Board has determined will generally not affect a director’s independence.

Materiality Guideline		Description
Ordinary Retail Transactions		The director, an entity with which a director is affiliated, or one or more members of the director’s immediate family, purchased property or services from Walmart in retail transactions on terms generally available to Walmart associates during Walmart’s last fiscal year.
Immaterial Ownership		The director or one or more members of the director’s immediate family owns or has owned during the entity’s last fiscal year, directly or indirectly, 5% or less of an entity that has a business relationship with Walmart.
Immaterial Transactions		The director or one or more members of the director’s immediate family owns or has owned during the entity’s last fiscal year, directly or indirectly, more than 5% of an entity that has a business relationship with Walmart so long as the amount paid to or received from Walmart during the entity’s last fiscal year accounts for less than $1,000,000 or, if greater, 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year. The director or a member of the director’s immediate family is or has been during the entity’s last fiscal year an executive officer or employee of an entity that made payments to, or received payments from, Walmart during the entity’s last fiscal year that account for less than $1,000,000 or, if greater, 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year.
Immaterial Positions		The director or one or more members of the director’s immediate family is a director or trustee or was a director or trustee (but not an executive officer or employee) of an entity during the entity’s last fiscal year that has a business or charitable relationship with Walmart and that made payments to, or received payments from, Walmart during the entity’s last fiscal year in an amount representing less than $5,000,000 or, if greater, 5% of the entity’s consolidated gross revenues for that entity’s last fiscal year. Walmart paid to, employed, or retained one or more members of the director’s immediate family for compensation not exceeding $120,000 during Walmart’s last fiscal year.
Immaterial Benefits		The director or one or more members of the director’s immediate family received from Walmart, during Walmart’s last fiscal year, personal benefits having an aggregate value of less than $5,000.

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In April 2019, the Board and the NGC conducted their annual review of directors’ relationships that may be relevant to independence, based on the directors’ responses to questionnaires soliciting information regarding their direct and indirect relationships with the company (and the directors’ immediate family members’ direct and indirect relationships with the company) and due diligence performed by management regarding any transactions, relationships or arrangements between the company and the directors or parties related to the directors.

As a result of this review, the Board has affirmatively determined that the following directors are Independent Directors under the general independence definition in the NYSE Listed Company Rules: Cesar Conde; Stephen J. Easterbrook; Timothy P. Flynn; Sarah J. Friar; Carla A. Harris; Thomas W. Horton; Marissa A. Mayer; and Steven S Reinemund. In addition, the Board determined that the currently serving members of the Audit Committee and the CMDC meet the heightened independence standards for membership on those Board committees under the NYSE Listed Company Rules, the Exchange Act, and the SEC’s rules. With respect to the portion of fiscal 2019 during which they served on the Board, the Board also determined that James I. Cash, Jr., and Kevin Y. Systrom, who did not stand for re-election at the 2018 Annual Shareholders’ Meeting and, therefore, ceased to be directors of Walmart on May 30, 2018, were independent and that Dr. Cash met the heightened independence standards under the NYSE Listed Company Rules and the SEC’s rules for audit committee membership, and Mr. Systrom met the heightened independence standards under the NYSE Listed Company Rules and SEC’s rules for compensation committee membership.

In making its determination as to the independence of our Independent Directors, the Board considered whether any relationship between a director and Walmart is a material relationship based on the materiality guidelines discussed above, the facts and circumstances of the relationship, the amounts involved in the relationship, the director’s interest in such relationship, if any, and such other factors as the Board, in its judgment, deemed appropriate. In each case, the Board found the relationship with our Independent Directors to be immaterial to the director’s independence. The types of relationships considered by the Board are noted below:

Relationship Type		Director
Immaterial Ownership: The director or the director’s immediate family member directly or indirectly owned 5% or less of, but was not a director, officer, or employee of, an entity that has a business relationship with Walmart		Mr. Conde
		Ms. Mayer
Immaterial Transactions and Immaterial Ownership: The director was an officer and less than 5% equity owner of an entity that has a business relationship with Walmart		Mr. Conde
		Mr. Easterbook
		Ms. Friar
		Ms. Harris
		Mr. Systrom
Immaterial Transactions and Immaterial Ownership: Immediate family members of the director were employees or officers and less than 5% equity owners of entities that have a business relationship with Walmart		Mr. Conde
		Mr. Easterbrook
		Mr. Flynn
		Ms. Friar
		Mr. Horton
		Mr. Reinemund
		Mr. Systrom
Immaterial Transactions: The director either directly or indirectly owned more than 5% of an entity that has a business relationship with Walmart		Dr. Cash
Immaterial Positions and Immaterial Ownership: The director was either a director or trustee of and less than 5% equity owner of an entity that has a business relationship with Walmart		Dr. Cash
		Mr. Conde
		Mr. Easterbrook
		Mr. Flynn
		Ms. Friar
		Mr. Horton
		Mr. Reinemund
Immaterial Position: Walmart employed a member of the director’s immediate family for compensation not exceeding $120,000 during Walmart’s last fiscal year		Ms. Harris

The aggregate amounts involved in each of the relationships and transactions described in the preceding table were either: (i) less than $1 million; or (ii) if greater than $1 million, then the aggregate amounts involved were less than 2% of the consolidated gross revenues for the entity’s last fiscal year, with the exception of certain relationships involving Mr. Conde and Mr. Reinemund.

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Mr. Conde serves as a member of the board of directors of a Walmart supplier that received payments from Walmart during the entity’s last fiscal year that accounted for more than 5% of the entity’s consolidated gross revenues for its last fiscal year. The Board determined that this relationship was immaterial to Mr. Conde’s independence because, in his capacity as a member of the board of directors of the entity: (i) Mr. Conde is not and was not involved in any sales or marketing of products to Walmart; and (ii) he does not and has not received any material direct or indirect economic benefit from the relationship between Walmart and the entity. The payments by Walmart to the entity were for products in the ordinary course of business, and Walmart has had a relationship with this entity since a time prior to Mr. Conde’s membership on the board of this entity.

Immediate family members of Mr. Reinemund are or were employed by and had a less than 5% ownership interest in (but are not and were not executive officers of) a Walmart supplier or vendor that received payments from Walmart during the entity’s last fiscal year that accounted for more than 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year. The Board determined these relationships were immaterial to Mr. Reinemund’s independence because in each case neither Mr. Reinemund nor his immediate family member: (i) is or was an executive officer of the entity; (ii) has or had a material direct or indirect economic interest in the transactions between the entity and Walmart; or (iii) had advancement within or continued employment with such entity based on the marketing or sale of the entity’s goods or services to Walmart. Further, the payments made by Walmart to the entities, or by the entities to Walmart, were for various products and services in the ordinary course of business, and Walmart has had a relationship with these entities since a time prior to Mr. Reinemund’s immediate family members’ employment with these entities.

The Board does not believe S. Robson Walton, Gregory B. Penner, or Steuart L. Walton have any relationships with Walmart that would disqualify them from being considered independent under the NYSE Listed Company Rules. However, the Board has deferred its determination as to their independence. If the Board had made such an independence determination, then 11 of 12 of our director nominees, or approximately 92%, would have been independent.

In addition, although the Walton family holds approximately 50% of our company’s Shares, we have not and do not plan to rely on any of the exemptions from certain board independence requirements available to controlled companies under the NYSE Listed Company Rules. Our Board is committed to maintaining a majority independent Board and believes that this independence ensures robust oversight, independent viewpoints, and promotes the Board’s overall effectiveness.

Related Person Transaction Review Policy

The Board has adopted a written policy applicable to all Walmart officers who serve as executive vice presidents or above; all directors and director nominees; all shareholders beneficially owning more than five percent of Walmart’s outstanding Shares; and the immediate family members of each of the preceding persons (collectively, the “Covered Persons”). Any entity in which a Covered Person has a direct or indirect material financial interest or of which a Covered Person is an officer or holds a significant management position (each a “Covered Entity”) is also covered by the policy. The Transaction Review Policy applies to any transaction or series of similar or related transactions in which a Covered Person or Covered Entity has a direct or indirect material financial interest and in which Walmart is a participant (each, a “Covered Transaction”).

Under this Transaction Review Policy, each Covered Person is responsible for reporting to Walmart’s chief audit executive any Covered Transactions of which he or she has knowledge. Walmart’s chief audit executive, with the assistance of other appropriate Walmart personnel, reviews each Covered Transaction and submits the results of this review to the Audit Committee. The Audit Committee reviews each Covered Transaction and either approves or disapproves the transaction. To approve a Covered Transaction, the Audit Committee must find that:

●	the substantive terms and negotiation of the Covered Transaction are fair to Walmart and its shareholders and the substantive terms are no less favorable to Walmart and its shareholders than those in similar transactions negotiated at an arm’s-length basis; and

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●	if the Covered Person is a director or officer of Walmart, he or she has otherwise complied with the terms of Walmart’s Global Statement of Ethics as it applies to the Covered Transaction.

Related Person Transaction Process

The following chart shows our process for identification and disclosure of related person transactions.

Related Person Transaction Determinations Walmart’s Legal Department conducts an annual review and determination of related person transactions The related person transaction is presented for Audit Committee review and approval or ratification		Director Independence Determinations Nominating and Governance Committee and Board conduct annual determination of director independence, considering the directors’ (and their immediate family members’) direct and indirect relationships with the company		Proxy Statement Disclosure Annual disclosures published in our proxy statement as required by SEC rules (including required related person transaction disclosures)
Information sources: ●Annual Director, Executive Officer, and Principal Shareholder Questionnaires ●Schedule 13G Filings ●Section 16 Reporting ●Management due diligence reviews		Information sources: ●Annual Director, Executive Officer, and Principal Shareholder Questionnaires ●Management due diligence reviews

Fiscal 2019 Review of Related Person Transactions

Our company’s Legal Department has developed and implemented processes and controls for identifying and obtaining information about proposed or existing transactions between the company and our directors, Executive Officers, principal shareholders, their immediate family members (collectively, the “related persons”), or entities in which one or more of these related persons has a specified ownership interest. The Legal Department analyzes each identified transaction, with the exception of ordinary course retail transactions. Based upon the facts and circumstances of each transaction, the Legal Department determines whether the related person has or will have a material direct or indirect interest in the transaction. Transactions in which Walmart is a participant, the amount involved exceeds $120,000, and the Legal Department has determined that the related person has a direct or indirect material interest are referred to as “related person transactions.” Each related person transaction is presented to the Audit Committee for its review and approval or ratification. As described in our “Transaction Review Policy,” the Audit Committee considers the following factors when reviewing a related person transaction:

●	the nature of the related person’s interest in the transaction;
●	the substantive terms of the transaction, including the type of transaction and the amount involved;
●	opinions from the company’s internal audit function and global ethics and compliance office regarding the fairness of the transaction to our company; and
●	any other factors the Audit Committee deems appropriate.

We disclose in this proxy statement all related person transactions as required under SEC rules. Walmart believes that the terms of the transactions described below are comparable to terms that would have been reached by unrelated third parties in arm’s-length transactions. The Audit Committee has approved each of the transactions disclosed below.

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●	On September 19, 2016, Walmart acquired Jet.com in a merger transaction, with Jet.com becoming a wholly-owned subsidiary of Walmart. The aggregate transaction consideration paid by the company consisted of a combination of cash of approximately $3.0 billion and restricted stock units representing the right to receive shares of Walmart common stock determined using the closing date trading price equal to approximately $300 million. Marc E. Lore, the founder and largest stockholder of Jet.com (approximately 15.9% of the outstanding Jet.com shares on a fully-diluted basis) received the right to approximately $477 million in cash consideration payable by the company for his Jet.com shares as part of the merger transaction over the five (5) year period following the transaction. Mr. Lore received cash consideration payments related to the transaction of approximately $124 million in prior fiscal years and approximately $62 million in fiscal 2019. The remaining approximately $291 million of cash consideration from the transaction will be paid to Mr. Lore over the next three (3) years. Mr. Lore’s portion of the transaction equity consideration consisted of restricted stock units for 3,554,093 shares of Walmart stock vesting over the five (5) year period following the closing date of the transaction. During fiscal 2019, Walmart issued 592,820 Shares to Mr. Lore pursuant to such restricted stock units that vested in fiscal 2019. In order for Mr. Lore to receive the remaining cash consideration payments and the remaining portion of the equity consideration, Mr. Lore generally must continue to be employed by Walmart through the various payment and vesting dates. However, if Walmart terminates Mr. Lore’s employment without cause or Mr. Lore resigns for good reason, he would continue to be entitled to the remaining cash payments in accordance with the payment schedule and any unvested restricted stock units would continue to vest in accordance with the vesting schedule. Mr. Lore is the Executive Vice President, President and Chief Executive Officer, U.S. eCommerce, of Walmart. His employment with Walmart in this role began immediately following the closing of the transaction.
●	During fiscal 2019, Walmart paid Some Spider Inc. (“Some Spider”), an internet marketing company, approximately $240,000 for internet marketing services. Marc E. Lore, an Executive Officer of Walmart, owns approximately 14% of the outstanding capital stock of Some Spider. We cannot estimate the dollar value of Mr. Lore’s interest in such transaction as we believe that amount will depend in large measure on the dividends paid on the stock of Some Spider held by Mr. Lore and the appreciation, if any, in the fair value of that stock that would be attributable to the proposed transaction described above. Walmart may engage Some Spider in fiscal 2020 to purchase similar services.
●	Lori Haynie, the sister of C. Douglas McMillon, a director of Walmart and an Executive Officer, is an executive officer of Mahco, Incorporated (“Mahco”). During fiscal 2019, Walmart paid Mahco and its subsidiaries approximately $33.2 million in connection with Walmart’s purchases of sporting goods and related products. Walmart expects to purchase similar types of products from Mahco during fiscal 2020.
●	Greg T. Bray, a management associate in Walmart’s Finance department, is the brother-in-law of C. Douglas McMillon, a director of Walmart and an Executive Officer. For fiscal 2019, Walmart paid Mr. Bray a salary of approximately $238,500, a payment pursuant to the cash incentive plan of approximately $87,750, and other benefits totaling approximately $27,920 (including Walmart’s matching contributions to Mr. Bray’s 401(k) Plan account, Walmart’s matching contributions to Mr. Bray’s Deferred Compensation Matching Plan account, and health insurance premiums). In fiscal 2019, Mr. Bray also received a grant of 695 restricted stock units with a calculated value of approximately $60,000 at the date of grant. Mr. Bray continues to be an associate, and, in fiscal 2020, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2019.
●	Nichole R. Bray, a management associate in Walmart’s Information Systems Division, is the sister-in-law of C. Douglas McMillon, a director of Walmart and an Executive Officer. For fiscal 2019, Walmart paid Ms. Bray a salary of approximately $150,300, a payment pursuant to the cash incentive plan of approximately $47,100, and other benefits totaling approximately $24,200 (including Walmart’s matching contributions to Ms. Bray’s 401(k) Plan account and health insurance premiums). In fiscal 2019, Ms. Bray also received a grant of 753 restricted stock units having a calculated value of approximately $65,000 at the date of grant. Ms. Bray continues to be an associate, and, in fiscal 2020, she may receive compensation and other benefits in amounts similar to or greater than those she received during fiscal 2019.
●	Jason Turner, a store manager for a Walmart Neighborhood Market, is the brother-in-law of John R. Furner, an Executive Officer. For fiscal 2019, Walmart paid Mr. Turner a salary of approximately $87,800, a payment pursuant to the cash incentive plan of approximately $33,000, and other benefits totaling approximately $13,600 (including Walmart’s matching contributions to Mr. Turner’s 401(k) Plan account and health insurance premiums). Mr. Turner continues to be an associate, and, in fiscal 2020, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2019.

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Corporate Governance

				Governance Materials Available on our Website
				Our Board and Board committee governance documents, including the Board committee charters, the Corporate Governance Guidelines, and other key corporate governance documents are available to our shareholders on our corporate website at http://stock.walmart.com/investors/corporate-governance/governance-documents. You may also access and review the following additional corporate governance documents on our corporate website: ✓Restated Certificate of Incorporation; ✓Amended and Restated Bylaws; ✓Corporate Governance Guidelines; ✓Code of Ethics for the CEO and Senior Financial Officers; ✓Global Statement of Ethics (available at www.walmartethics.com); ✓Procedures for Accounting and Audit-Related Complaints; ✓Investment Community Communications Policy; ✓Fair Disclosure Procedures; ✓Global Anti-Corruption Policy; ✓Government Relations Policy; and ✓Privacy Policy. These materials are also available in print at no charge to any shareholder who requests a copy by writing to: Walmart Inc., Global Investor Relations Department, 702 Southwest 8th Street, Bentonville, Arkansas 72716-0100. A description of any substantive amendment or waiver of Walmart’s Code of Ethics for the CEO and Senior Financial Officers or Walmart’s Global Statement of Ethics granted to Executive Officers or directors will be disclosed on our corporate website within four business days following the date of the amendment or waiver (http://stock.walmart.com/investors/corporate-governance/governance-documents) and will remain posted for a period of at least 12 months. There were no substantive amendments to or waivers of Walmart’s Code of Ethics for the CEO and Senior Financial Officers or Walmart’s Global Statement of Ethics granted to Executive Officers or directors during fiscal 2019.

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Director Compensation

Walmart’s compensation program for Outside Directors is intended to:

●	provide fair compensation commensurate with the work required to serve on the Board of a company with Walmart’s size, scope, and complexity;
●	align directors’ interests with the interests of Walmart shareholders; and
●	be easy to understand and communicate, both to our directors and to our shareholders.

Annual Benchmarking
Each year, the CMDC and Board undertake a comprehensive review of Outside Director compensation including a comparison to director compensation at Walmart’s peer group companies. As a result of the review that was conducted last year, our total director compensation and the additional fees for our lead independent director and non-executive chairman each were below the median of our peer group. Therefore, the CMDC and Board determined to increase the annual retainer from $90,000 to $100,000, beginning at the 2018 Annual Shareholders’ Meeting. The Board also increased the annual additional fee for the Non-Executive Chairman from $200,000 to $225,000, and increased the annual additional fee for the Lead Independent Director from $30,000 to $35,000.

Components of Director Compensation

Our Outside Director compensation program consists of the following primary components:

Who is Eligible		Component		Annual Amount ($)		Form of Payment
Base Compensation – All Outside Directors		Annual Stock Grant		175,000		Shares
		Annual Retainer		100,000		Cash
Additional Fees – Some Outside Directors		Non-Executive Chairman Retainer		225,000		50% Shares/50% Cash
		Lead Independent Director Retainer		35,000		Cash
		Audit and CMDC Chair Retainers		25,000		Cash
		NGC, SPFC, and TeCC Chair Retainers		20,000		Cash

Other Compensation

Each Outside Director who attends in person a Board meeting held at a location that requires intercontinental travel from his or her residence is paid an additional $4,000 meeting attendance fee. Also, each member of the Audit Committee received an additional fee during fiscal 2019 for his or her time spent with respect to the Audit Committee’s oversight of the company’s internal investigation related to the Foreign Corrupt Practices Act and other investigatory matters. This work significantly increases the workload of Audit Committee members related to communication with internal counsel, outside counsel and other advisors. To recognize this additional time commitment, during fiscal 2019, the Audit Committee Chair received an additional fee of $90,000, and the other members of the Audit Committee received an additional fee of $45,000.

Form and Timing of Payment

Stock grants to Outside Directors are made annually upon election to the Board at our annual shareholders’ meeting, which was most recently held on May 30, 2018. If an Outside Director is appointed to the Board during a term, he or she will receive a prorated portion of the annual stock grant. Each Outside Director may elect to defer the receipt of this stock grant in the form of stock units that are settled in Shares following the end of the director’s Board service. The other components of Outside Director compensation listed above are paid quarterly in arrears. Each Outside Director can elect to receive these other components in the form of cash, Shares (with the number of Shares determined based on the closing price of Shares on the NYSE on the payment date), deferred in stock units, or deferred into an interest-credited cash account.

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Director Stock Ownership Guidelines

Each Outside Director is required to own, within five years of his or her initial election to the Board, Shares or deferred stock units with a value equal to five times the annual retainer portion of the Outside Director compensation established by the Board in the year the director was initially elected. All Outside Directors who have reached the five-year compliance date own sufficient Shares or deferred stock units to satisfy this requirement.

Director Compensation for Fiscal 2019

Name (a)		Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)		All Other Compensation ($) (g)		Total ($) (h)
James I. Cash, Jr.		58,077		0		935		59,012
Stephen J. Easterbrook		58,766		174,970		0		233,736
Timothy P. Flynn		210,926		174,970		1,247		387,143
Sarah J. Friar		131,575		230,098		0		361,673
Carla A. Harris		95,770		174,970		0		270,740
Thomas W. Horton		193,214		174,970		853		369,037
Marissa A. Mayer		95,836		174,970		0		270,806
Gregory B. Penner		203,264		287,522		0		490,786
Steven S Reinemund		120,879		174,970		783		296,632
Kevin Y. Systrom		45,650		0		0		45,650
S. Robson Walton		95,879		174,970		1,544		272,393
Steuart L. Walton		107,556		174,970		0		282,526

Explanation of information in the columns of the table:

Name (column (a))
C. Douglas McMillon is omitted from this table because he received compensation only as an associate of our company during fiscal 2019 and did not receive any additional compensation for his duties as a director.

Fees Earned or Paid in Cash (column (b))
Certain Outside Directors elected to either receive Shares in lieu of some or all of these amounts or defer these amounts in the form of deferred stock units, as shown below. These amounts were converted into Shares or deferred stock units quarterly using the closing price of a Share on the NYSE as of the respective payment dates.

Director		Amount ($)		Number of Shares Received in Lieu of Cash		Number of Deferred Stock Units in Lieu of Cash
Stephen J. Easterbrook		58,766		637		—
Timothy P. Flynn		210,926		—		2,304
Sarah J. Friar		131,575		—		1,439
Carla A. Harris		47,831		529		—
Marissa A. Mayer		95,836		—		1,060
Gregory B. Penner		203,264		—		2,248
Kevin Y. Systrom		45,650		521		—
Steuart L. Walton		107,556		—		1,187

Stock Awards (column (c))
In accordance with SEC rules, the amounts in this column are the aggregate grant date fair value of stock awards granted during fiscal 2019, computed in accordance with the stock-based accounting rules that are part of GAAP (as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718). Each Outside Director other than Mr. Penner that was elected to the Board at the 2018 Annual Shareholders’ Meeting received a stock award of 2,080 Shares ($175,000 divided by $84.12, the closing price of a Share on the NYSE on the grant date, and rounded to the nearest Share). Mr. Penner received a stock award of 3,418 Shares ($287,500 divided by $84.12, rounded to the nearest Share). In addition, upon her appointment to the Board on February 12, 2018, Ms. Friar received a prorated portion of the annual stock grant for the term ending at the 2018 Annual Shareholders’ Meeting. This grant consisted of 536 Shares (a prorated value of $55,137 divided by $102.85, the closing price of a Share on the NYSE on the grant date, and rounded

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to the nearest Share). Mr. Flynn, Ms. Friar, Ms. Mayer, Mr. Penner, Mr. Rob Walton, and Mr. Steuart Walton elected to defer these Shares in the form of deferred stock units. Dr. Cash and Mr. Systrom did not stand for re-election at the 2018 Annual Shareholders’ Meeting and, therefore, did not receive an annual stock award during fiscal 2019.

Option Awards and Non-Equity Incentive Plan Compensation (columns (d) and (e))
We do not issue stock options to our Outside Directors and do not provide our Outside Directors with any non-equity incentive plan compensation. Therefore, we have omitted these columns from the table.

Change in Pension Value and Non-Qualified Deferred Compensation Earnings (column (f))
While directors are permitted to defer cash retainers into an interest-credited account under the Director Compensation Deferral Plan, none of our current directors have elected to do so and do not have any balances in any such account. Therefore, we have omitted this column from the table.

All Other Compensation (column (g))
The amounts in this column include tax gross-up payments paid during fiscal 2019 relating to imputed income attributable to spousal travel expenses, meals, and related activities in connection with certain Board meetings during fiscal 2019. The cost of the underlying spousal travel expenses, meals, and related activities for each of the other directors is omitted from this column because the total incremental cost for such benefits for each director was less than $10,000.

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Proposal No. 2
Advisory Vote to Approve Named Executive Officer Compensation

			What am I voting on?
			We are asking our shareholders to approve, on a non-binding, advisory basis, under Section 14A of the Exchange Act, the compensation of our NEOs as disclosed in this proxy statement. We have held a similar shareholder vote every year since 2011 and expect to hold a similar vote at the 2019 Annual Shareholders’ Meeting. As described in the CD&A, our executive compensation program is designed with an emphasis on performance and is intended to closely align the interests of our NEOs with the interests of our shareholders. The CMDC regularly reviews our executive compensation program to ensure that compensation is closely tied to aspects of our company’s performance that our Executive Officers can impact and that are likely to have an impact on shareholder value. Our compensation program is also designed to balance long-term performance with shorter-term performance and to mitigate any risk that an Executive Officer would be incentivized to pursue good results with respect to a single performance measure, company segment, or area of responsibility to the detriment of our company as a whole. In the CD&A, we discuss why we believe the compensation of our NEOs for fiscal 2019 was appropriately aligned with our company’s performance during fiscal 2019. The CD&A also describes feedback we received regarding our executive compensation program during our shareholder outreach efforts, and is intended to provide additional clarity and transparency regarding the rationale for and philosophy behind our executive compensation program and practices. We urge you to read carefully the CD&A, the compensation tables, and the related narrative discussion in this proxy statement when deciding how to vote on this proposal. The vote on this proposal is advisory, which means that the vote will not be binding on Walmart, the Board, or the CMDC. However, the Board and CMDC value our shareholders’ opinions, and the CMDC will consider the results of the vote on this proposal when making future decisions regarding executive compensation and when establishing our NEOs’ compensation opportunities. In view of the foregoing, shareholders will vote on the following resolution at the 2019 Annual Shareholders’ Meeting: RESOLVED, that the company’s shareholders hereby approve, on an advisory basis, the compensation of the Named Executive Officers of Walmart as disclosed in Walmart’s proxy statement for the 2019 Annual Shareholders’ Meeting in accordance with the SEC’s compensation disclosure rules.

			FOR
			The Board recommends that shareholders vote FOR this proposal.

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Compensation Discussion and Analysis

In this section, we describe our executive compensation philosophy and program that support our strategic objectives and serve the long-term interests of our shareholders. We also discuss how our CEO, CFO, and other Named Executive Officers (our NEOs) were compensated in fiscal 2019 and describe how their compensation fits within our executive compensation philosophy. For fiscal 2019, our NEOs were:

C. Douglas McMillon President and Chief Executive Officer	M. Brett Biggs Executive Vice President and Chief Financial Officer	Gregory S. Foran Executive Vice President, President and CEO, Walmart U.S.	Judith McKenna Executive Vice President, President and CEO, Walmart International	John R. Furner Executive Vice President, President and CEO, Sam’s Club

Table of Contents

This CD&A is organized as follows:

1 2019 Compensation Overview		44
Provides an overview of our executive compensation philosophy, framework, and practices, and how our pay program emphasizes performance and is aligned with the interests of our shareholders.
2 NEO Compensation Components and Pay Mix		46
Describes the primary components of our NEO compensation packages and how our NEO compensation is heavily weighted towards performance-based components that are aligned with our shareholders’ interests.
3 Executive Compensation Governance and Process		47
Explains who sets executive compensation at Walmart, the process for setting executive compensation, and how peer benchmarking, shareholder feedback, and other information are considered when making compensation decisions.
4 Fiscal 2019 Performance Metrics		52
Describes the performance metrics used in our incentive programs and why the CMDC selected these metrics.
5 Incentive Goal Setting Philosophy and Process		54
Provides insight into how the CMDC sets performance goals that are aligned with our strategy and our operating plan.
6 Fiscal 2019 Performance Goals and Performance		56
Describes the specific goals under our incentive programs for fiscal 2019, how we performed compared to those goals, and how those results impact performance-based compensation.
7 Fiscal 2019 NEO Pay and Performance Summaries		60
Describes how we link pay and performance to determine each NEO’s compensation.
8 Other Compensation Programs and Policies		65
Describes the limited perquisites available to our NEOs, as well as our practices regarding employment contracts, clawbacks, stock ownership guidelines, insider trading policy, tax considerations, and other matters.

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1	2019 Compensation Overview

Our Executive Compensation Philosophy and Framework

Our executive compensation programs are intended to motivate and retain key executives, with the ultimate goal of generating strong operating results and creating alignment with our shareholders. We have developed our compensation programs to support our enterprise strategy and to align our leadership team with our culture, strategy, and structure.

Our executive compensation program is built upon our global compensation framework:

✓Pay for performance by tying a majority of executive compensation to pre-established, quantifiable performance goals. ✓Use performance metrics that are understandable, that are tied to key retail performance indicators, and that our executives have the ability to impact. ✓Provide competitive pay to attract and retain highly-qualified executives. ✓Align management interests with the long-term interests of our shareholders by providing long-term incentives in the form of equity, combined with robust stock ownership guidelines. ✓Establish performance goals that are aligned with our enterprise strategy and financial plans. ✓Encourage leadership accountability by tying a higher percentage of compensation to performance at higher levels of seniority.

How Our Executive Compensation Aligns with Our Strategic Transformation

Walmart is the largest global retailer serving customers in 27 countries around the world. Our size, global presence and industry attract intense competition from traditional brick-and-mortar retailers as well as from eCommerce companies. These competitors have created substantial price and market share disruptions. Our transformational omni-channel strategy leverages Walmart’s unique assets including physical stores, supply chain and rapidly growing eCommerce capabilities to serve customers in all the ways they want to shop while providing solid returns to shareholders. This multi-year strategy has required and continues to require substantial capital investment in stores, eCommerce and growth opportunities, such as the $16 billion acquisition of a majority stake in Flipkart in India. Our prior investments have begun to show results as our fiscal 2019 performance was strong as described in “Fiscal 2019 Highlights” above on page 4. Total company net sales grew more than 3% on a constant currency basis and 2.9% overall, including 3.6% comp sales excluding fuel from Walmart U.S., the best performance in a decade, and 40% growth in Walmart U.S. eCommerce sales. In addition, we returned $13.5 billion to our shareholders through dividends and share repurchases.

We have evolved our executive compensation program—metrics, goals, structure, mix, etc. — to be highly aligned with this strategy while also being highly motivational for our leadership team. Here are some specifics:

●	Our ongoing strategic investments in our people, our stores, lower prices, eCommerce and technology are resulting in a better shopping experience for our customers. Delivering solid results in the near term allows us to fund the investments necessary to continue to transform our business and drive growth for the longer term. For this reason, our incentive plans emphasize key indicators of retail success that can be impacted by our executives – i.e., sales, operating income, and ROI.
●	Our long-term incentive design, which uses one-year performance metrics followed by an additional two-year vesting period, is the best approach in the context of a rapidly changing retail environment and a strategy that may need to evolve over time.
●	Our emphasis on strong, efficient growth supports including a sales metric in both our annual and long-term incentive plans, both of which include a return- or profit-based metric as well.

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●	Our significant multi-year investments in people, stores, lower prices, eCommerce, technology and growth opportunities have negatively impacted operating income in the short- to medium-term. This impact has been reflected in our financial guidance, and our incentive plan performance goals have consistently been aligned with that guidance.
●	For fiscal 2019, our incentive goals reflected our current investment cycle and emphasis on strong, efficient growth.

●	The ultimate success of our strategic transformation will be measured in our ability to deliver solid returns to our shareholders over the long term. For that reason, our NEO pay mix is heavily weighted toward equity with a three-year vesting period. Beginning in fiscal 2018, we began shifting a larger percentage of Total Direct Compensation (TDC) toward performance equity.
●	Our robust stock ownership guidelines for executive officers further support alignment between our leadership and our independent shareholders.

Our Executive Compensation Program Emphasizes Performance

As shown in the charts below, a substantial majority of our NEOs’ fiscal 2019 target TDC was performance-based.

Our Executive Compensation Practices are Aligned with Shareholders’ Interests

Performance-Based Framework ●74%-76% of NEO TDC is performance-based and a majority is in the form of equity ●No employment contracts with our NEOs ●No change-in-control benefits ●No pension or similar retirement plans in the U.S. ●No excessive perquisites

Pay and Performance Alignment ●Direct link between pay and performance as fiscal 2019 incentive payments above target are aligned with our strong performance described above on page 4 ●CMDC’s independent compensation consultant evaluates rigor of performance goals and has consistently found target goals to be challenging ●CMDC annually reviews a realizable pay-for-performance analysis by its independent compensation consultant and has determined that CEO pay is appropriately aligned with performance

Equity Ownership Best Practices ●Maintain robust stock ownership guidelines ●No hedging or short sales of Walmart stock permitted ●No unapproved pledging of Walmart stock ●No recycling of shares used for taxes or option exercises ●No dividends or equivalents paid on unvested performance share units or performance-based restricted stock units

Shareholder Accountability ●Conduct extensive shareholder outreach on executive compensation ●Hold annual shareholder “say on pay” vote ●Mitigate risk by using a variety of performance measures ●Subject annual and long-term incentives to recoupment and forfeiture provisions

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2	NEO Compensation Components and Pay Mix

What are the primary components of our fiscal 2019 NEO compensation?

Our executives’ total direct compensation, or TDC, is heavily weighted towards performance and appropriately balances executive focus on our short- and longer-term priorities with annual and long-term rewards.

There are three components of our executives’ fiscal 2019 TDC: base salary, annual cash incentive, and long-term equity:

Component		Description/Objective		Performance Metrics		Form and Timing of Payout
Base Salary		Fixed base of cash compensation commensurate with job responsibilities and experience		Subject to annual adjustment based on individual performance		Paid in cash bi-weekly, unless voluntarily deferred
Annual Cash Incentive		Variable pay intended to focus leaders and incentivize performance against key operational metrics, depending on position Goals are set at the beginning of the fiscal year and aligned with operating plan and public guidance		●Sales ●Operating Income ●Also tied to ethics and compliance goals		Paid in cash after the end of the fiscal year, unless voluntarily deferred
Long-Term Equity Performance Equity		Variable pay intended to focus leaders and incentivize performance against metrics aligned with our long-term strategic goals		●ROI ●Sales ●Stock performance		Paid in Shares after the end of a three-year vesting period, unless deferred; payout and value based on performance during first year of vesting period and share price performance over three years
Retention Stock		Intended to align executives’ long-term interests with our shareholders’ interests and promote retention		Value realized depends on long-term stock price performance		Paid in Shares after the end of a three-year vesting period unless deferred

How our incentive metrics and goals support our strategy As we continue our strategic transformation, we believe it is important to drive strong performance with respect to traditional measures of success in the retail industry. Our incentive metrics of sales, operating income, and ROI are traditional measures of retail success and are commonly used by retailers in their incentive plans. Moreover, they are broadly correlated with share price in the retail industry and aligned with our historical stock performance. For more information, see “What financial performance metrics are used in our incentive programs, and why did the CMDC select these metrics?” on page 52 below.

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3	Executive Compensation Governance and Process

At Walmart, we are committed to the highest standards of compensation governance. We design and administer our executive compensation program to motivate, retain, and focus key executives to drive our strategy, generate strong operating results, and deliver solid returns to our shareholders. Our compensation programs are also intended to align the interests of our leadership team with our shareholders and to promote our pay-for-performance culture and philosophy.

Who sets executive compensation at Walmart?

The CMDC, which consists of four independent directors, is responsible for establishing and approving executive compensation for all officers subject to Section 16, including the CEO and other NEOs, and for overseeing our executive compensation program (see page 26 for more information about the CMDC).

For our CEO. Our CEO has no role in determining his own compensation, which is set by the CMDC in consultation with our Chairman and with input from the CMDC’s independent compensation consultant and Walmart’s Global People division.

For other Executive Officers, including our NEOs. Our CEO makes recommendations to the CMDC regarding the compensation of our NEOs and other Executive Officers. The CMDC reviews these recommendations and sets individual NEO TDC values and awards as it deems appropriate.

Role of the CMDC’s Independent Compensation Consultant

Since early 2010, the CMDC has engaged Pay Governance LLC (“Pay Governance”) as its independent executive compensation consultant. Under the terms of its engagement, Pay Governance reports directly and exclusively to the CMDC; the CMDC has sole authority to retain, terminate, and approve the fees of Pay Governance; and Pay Governance may not be engaged to provide any other services to Walmart without the approval of the CMDC. Other than its engagement by the CMDC, Pay Governance does not perform and has never performed any other services for Walmart. The CMDC’s independent consultant attends and participates in CMDC meetings at which executive compensation matters are considered, and performs various analyses for the CMDC, including:

●	peer group benchmarking;
●	realizable pay analyses;
●	analyses regarding the alignment of pay and performance;
●	analyses of the correlation between performance measures and shareholder return; and
●	assessments of the difficulty of attaining performance goals.

The CMDC annually reviews the independence of Pay Governance in light of SEC rules and NYSE Listed Company Rules regarding compensation consultant independence and has affirmatively concluded that Pay Governance is independent from Walmart and has no conflicts of interest relating to its engagement by the CMDC. The CMDC also reviews the performance of Pay Governance.

What is the compensation setting process?

This chart summarizes the process and analyses the CMDC considers when setting executive compensation and validating our pay targets. The CMDC’s independent compensation consultant, Pay Governance, performs various pay-for-performance analyses for the CMDC.

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		September – January
		Review of Annual and Long-term Business Plans
		Data Source/Responsibility	Purpose	How it’s Used
		●Board ●SPFC ●CMDC ●Management	Establish performance metrics aligned with annual operating plan and long-term objectives	To review choice of incentive metrics and ensure they support our strategic transformation and drive results tied to shareholder value

		January
		Individual Performance Assessments
		Data Source/Responsibility	Purpose	How it’s Used
		●Board ●CMDC ●CEO (for other NEOs) ●Global People Division	Evaluate individual performance of CEO and other NEOs against performance measures	To determine award payments for current year, determine merit increases (if any) and adjust individual award opportunities for the next award cycle

		January
		Peer Group Benchmarking
		Data Source/Responsibility	Purpose	How it’s Used
		●Independent compensation consultant (for CEO) ●Publicly available compensation information for peer group	Setting pay and establishing Target TDC opportunity	Benchmarking data is used as a general guide to setting appropriately competitive compensation consistent with our emphasis on performance-based compensation To set our NEOs’ target TDC at competitive levels relative to our peer groups ●In early fiscal 2019, the CMDC adopted a new peer group consisting of 42 companies to replace the 3 separate peer groups used in prior years. See pages 49-50 for more details.

		January – March
		Pay-for-Performance Alignment
		Data Source/Responsibility	Purpose	How it’s Used
		●Independent compensation consultant ●Publicly available financial and compensation information	Evaluate pay-for-performance alignment of CEO compensation with Walmart performance relative to peers	To assess the reasonableness of CEO pay, Pay Governance conducts: ●Realizable pay analyses; ●Analyses regarding the alignment of pay and performance; ●Analyses of the correlation between performance measures and shareholder return; and ●Assessments of the difficulty of attaining performance goals

		January
		Tally Sheets
		Data Source/Responsibility	Purpose	How it’s Used
		●Global People division	Evaluating total compensation and internal pay equity	Tally sheets: ●Summarize the total value of the compensation realizable by each NEO for the upcoming fiscal year; ●Quantify the value of each element of that compensation, including perquisites and other benefits; and ●Quantify the amounts that would be owed to each NEO upon retirement or separation from our company

		February – March
		Company Achievement of Prior Year Performance Goals and Setting of Current Year Incentive Goals
		Data Source/Responsibility	Purpose	How it’s Used
		●CDMC ●Management	Assess current year company performance against financial and operating metrics	To determine award payments for the recently completed fiscal year and set target levels for following year To assess the ease or difficulty of attaining performance goals and whether adjustments need to be made to incentive metrics for the following award cycle To establish incentive goals for current year that support our strategic transformation and are aligned with operating plan and financial guidance

		Ongoing
		Shareholder Outreach
		Data Source/Responsibility	Purpose	How it’s Used
		●Board ●Management ●Investor Relations	Obtain investor feedback on our executive compensation program	To understand investor expectations and monitor trends in executive compensation; used to evaluate compensation policies, practices, and plans ●Shareholder feedback helped inform recent changes to our executive compensation program

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What factors are considered in setting Total Direct Compensation for our NEOs?

The CMDC considers a variety of factors in setting Total Direct Compensation for our NEOs, including:

●	the overall financial and operating performance of our company and its operating segments and/or areas of responsibility;
●	each NEO’s individual performance and contributions to the achievement of financial goals and operational milestones;
●	the performance of each executive’s business unit or function against pre-determined financial objectives;
●	each NEO’s job responsibilities, expertise, historical compensation, and years and level of experience;
●	our overall succession planning and the importance of retaining each NEO and each NEO’s potential to assume greater responsibilities in the future; and
●	peer group benchmarking data and compensation analyses.

How is peer group data used by the CMDC?

The CMDC reviews publicly available compensation information from peer companies when establishing TDC for our executives. Historically, we used a combination of three peer groups (a retail peer group, a top 50 market capitalization peer group, and a select Fortune 100 peer group) when establishing TDC. The rationale for using three separate peer groups was to account for Walmart’s size, extensive international presence, and complex operations, which result in our NEOs’ jobs having a greater level of complexity than similar jobs at most retailers and other peer companies.

In early fiscal 2019, with the assistance of Pay Governance, the CMDC developed a new, simpler and more focused peer group to replace the three peer groups used in the past. This new peer group aims to reflect a cross-industry sample of the largest U.S.-based companies, including large retailers and companies with significant and complex international operations. These peer group companies were selected using the following multi-step screening process:

CEO Compensation Peer Group Screening Methodology

 

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Applying this methodology, our new peer group consisted of the following 42 companies:

While we believe that the new peer group provides a simplified and more straightforward comparison to a broad range of companies with complex, international operations, Walmart is still significantly larger than the peer group median by most measures, as shown in the following chart:

Walmart Positioning Relative to Compensation Peer Group (as of fiscal year end 2018)

The CMDC uses benchmarking data as a general guide to setting appropriately competitive compensation consistent with our emphasis on performance-based compensation.

While the benchmarking data generally are used for comparable positions, the CMDC also reviews peer group data for retail CEO positions for purposes of benchmarking the compensation of our executives who lead our operating segments. These executives have significant responsibilities and lead organizations that, considered separately from the rest of our company, are larger than many of the other retailers in the peer group, and we believe that these positions are often comparable to or carry greater responsibilities than CEO positions at many of our peer group companies. In addition, from a competitive standpoint, we believe that it is more likely that these leaders would be recruited for a CEO position in the retail industry or elsewhere, rather than for a lateral move to lead an operating segment of a company. Therefore, the CMDC also benchmarks these executives’ compensation against the compensation of CEOs within our peer group.

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What other information does the CMDC consider when setting executive pay?

Individual Performance

The CMDC considers the individual performance of each NEO, including each NEO’s contributions to our key strategic priorities and operational goals, as described under “Fiscal 2019 NEO Pay and Performance Summaries” beginning on page 60.

CEO Pay and Performance Alignment

The CMDC reviews an assessment by Pay Governance regarding the alignment of our CEO’s pay with our company’s performance, including the appropriateness of our CEO’s pay opportunity compared to peers and the alignment of our CEO’s realizable pay and our performance relative to our peer group companies. This assessment concluded that our CEO’s most recent fiscal year (fiscal 2019) and three year (fiscal 2017-2019) pay opportunity and realizable pay are aligned with Walmart’s performance over the same time periods.

Tally Sheets

The CMDC also reviews “tally sheets” prepared by our company’s Global People division. These tally sheets summarize the total value of the compensation realizable by each NEO for the upcoming fiscal year and quantify the value of each element of that compensation, including perquisites and other benefits. The tally sheets also quantify the amounts that would be owed to each NEO upon retirement or separation from our company.

How does shareholder feedback impact executive compensation?

Our Board actively seeks and values feedback from shareholders. Over the past several years, in addition to our day-to-day interactions with investors, we have expanded our shareholder engagement to include an annual outreach program focused on strategy, governance, executive compensation, and other topics suggested by our shareholders. Since our 2018 Annual Shareholders’ Meeting, we invited our 50 largest institutional shareholders to participate in this outreach program, and we ultimately engaged with shareholders representing approximately 410 million Shares, or approximately 30% of our public float. We also had conversations with the leading proxy advisory firms.

This engagement gave us an opportunity to discuss our strategy, our commitment to corporate governance and executive compensation best practices, how our governance and compensation practices help to support our strategy, and our commitment to sustainability and shared value. While our shareholders expressed a wide range of perspectives in these meetings, we received generally positive feedback on our strategy, our changes to our Board and committee structure over the past few years to support that strategy, our executive compensation program, and recent enhancements to our proxy statement disclosures. Additionally, our 2018 say-on-pay proposal received 90.6% support. The feedback we have received from our shareholders, including the results of our say-on-pay proposal, is regularly communicated to the CMDC, the NGC, and the Board. We believe that the results of our say-on-pay proposals over the past several years also indicate that shareholders generally are supportive of our executive compensation program, and therefore the CMDC made no material changes to our executive compensation program as a result of this vote.

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4	Fiscal 2019 Performance Metrics

What financial performance metrics are used in our incentive programs, and why did the CMDC select these metrics?

Our NEOs’ performance-based pay for fiscal 2019 was based on achieving objective, pre-established financial goals for the following metrics:

Fiscal 2019 Financial Performance Metrics

Annual Cash Incentive	Long-Term Performance Equity

*	For purposes of our incentive programs, total company and International sales, operating income, and ROI are calculated on a constant currency basis and exclude certain items, such as revenue from fuel sales. See page 59 for more information.

The CMDC concluded that the metrics described above are aligned with our larger enterprise strategy and appropriate and effective in driving results tied to shareholder value. In reaching this conclusion, the CMDC considered the following factors:

●	These performance metrics are aligned with our enterprise strategy and can be impacted by our executives. Unlike metrics tied to stock price or shareholder return, our executives can have a direct impact on our sales, operating income, and ROI. Furthermore, unlike earnings per share and other share-based metrics, sales, operating income, and ROI are not materially impacted by our share repurchase program.
●	These metrics are important for judging retail performance. Sales, operating income, and ROI measures historically have been, and continue to be, important indicators of retail performance, and we believe that our performance in these areas is important to our shareholders.
●	The CMDC believes that success with respect to these metrics will support shareholder value over the long term. The CMDC’s independent compensation consultant has reviewed the historical correlation of various performance metrics and TSR within the retail industry and found that the metrics used in our incentive plans generally are aligned with TSR performance over time. Additionally, our historical performance with respect to these metrics has generally correlated with our stock price over the long term. We believe that strong performance with respect to these metrics should translate into shareholder value creation over time.
●	The CMDC believes that relative TSR and other relative performance metrics are not the best way to incentivize our executives. There are several key differences in our business compared to other publicly-traded retailers in the U.S., including our size, our significant international operations, our product mix, and our variety of formats. While the CMDC closely monitors Walmart’s performance relative to that of our peers when making compensation decisions, the CMDC believes that the best approach for Walmart is to tie our executive compensation to performance metrics that are aligned with our strategy and operating plans and that can be directly impacted by our executives.
●	The combination of these performance metrics mitigates risk. Using a combination of performance metrics mitigates the risk that our executives could be motivated to pursue results with respect to one metric to the detriment of our company as a whole. For example, if management were to prioritize increasing sales by pursuing strategies that would negatively impact profitability, resulting increases in incentive pay based on sales should be offset by decreases in incentive pay based on operating income and ROI.

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What non-financial metrics were used to assess the performance of our NEOs for fiscal 2019, and how can these metrics impact NEO pay?

Culture, Diversity and Inclusion. Since fiscal 2005, our NEOs and most other associates with responsibilities for managing other associates have had objectives under our culture, diversity and inclusion program. The CMDC established these objectives because it believes that diversity and inclusion contribute to an engaged and effective workforce. For fiscal 2019, our culture, diversity and inclusion goals program included objectives related to mentoring and sponsorship, participation in diversity and inclusion events, and development of business-specific diversity and inclusion plans.

Associates subject to our culture, diversity and inclusion goals program have 10% of their annual performance evaluation tied to diversity and inclusion. As noted on page 49, individual performance is a factor considered by the CMDC in setting TDC. Additionally, associates’ annual cash incentive payment may be reduced by up to 30% if they engage in behavior inconsistent with our discrimination and harassment policies.

Based on the report of our chief culture, diversity and inclusion officer, the CMDC determined that each NEO satisfied his or her diversity goals for fiscal 2019.

Ethics and Compliance Goals. Since fiscal 2014, our Executive Officers’ cash incentive payments have also been subject to achieving adequate progress in implementing enhancements to the company’s global compliance program (now known as our ethics and compliance program). Our company is committed to having and maintaining a strong and effective global ethics and compliance program in every country in which we operate. Consistent with that commitment, over the past few years, our company has made significant improvements to our ethics and compliance program around the world. In early fiscal 2019, our company’s senior leadership, with input from the Audit Committee, again developed objectives for implementing further enhancements to our global ethics and compliance program. These objectives covered various subject matters including anti-corruption, health and safety, food safety, environmental compliance, and licensing and permits.

At the conclusion of fiscal 2019, the Audit Committee determined that, in its qualitative judgment, adequate progress had been achieved in implementing these objectives and reported its determination to the CMDC. Factors relied on by the Audit Committee in making this determination included the progress achieved on workstreams in a variety of ethics and compliance areas and the extent to which that progress reflected sustainable, long-term change in the company’s people, processes, systems, and culture. Based on the qualitative assessment of the Audit Committee, the CMDC determined not to exercise negative discretion to reduce or eliminate the cash incentive payments to any of our Executive Officers for fiscal 2019.

For more information about our global ethics and compliance program and related initiatives, please see the most recent letter from our CEO, which can be found on our corporate website under the section titled “ESG Investors.”

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5	Incentive Goal Setting Philosophy and Process

How does the CMDC set performance goals?

Performance goals are established in the context of, and consistent with, the company’s enterprise strategy, financial operating plans, and financial guidance each fiscal year. This process begins with the Board’s review of the company’s overall enterprise strategy and long-term financial plan beginning in the spring and culminating at an annual Board strategic planning meeting. Following the strategic planning meeting, the annual operating plans of the company and each of its operating segments are established with SPFC and Board input. The CMDC then establishes performance goals under our annual and long-term incentive programs that are consistent with these operating plans:

Incentive Plans Informed by Strategic and Financial Planning Process

In fiscal 2016, we articulated our strategy to become the first retailer to deliver a seamless shopping experience at scale. We began executing on this strategy by making significant multi-year investments in our people, technology, and eCommerce supply chain to improve our customers’ experience today while positioning Walmart for sustainable growth in the future. We also continued to focus on managing our global portfolio by closing certain underperforming stores and selling certain assets while also continuing our investments in our associates, technology, and eCommerce.

In late fiscal 2016, we provided greater visibility into the long-term implications of our strategy by announcing our 3-year financial plan. At that time, highlights of our 3-year financial plan included:

●	Adding $45 billion to $60 billion in sales growth over a three-year period;
●	Generating approximately $80 billion in operating cash flow over a three-year period;
●	Investing an incremental $2.7 billion over two years in U.S. associate wage and training initiatives; and
●	Investing several billion dollars over a three-year period in lower prices for our U.S. customers.

As a result of our strategic investments, operating income and earnings per share were expected to decline in the short term. Consistent with our long-term financial plan, in February 2018 we provided specific guidance regarding earnings per share for fiscal 2019, which we estimated would be between $4.75 and $5.00 per share. In March of 2018, the CMDC established sales, operating income, and ROI goals for fiscal 2019 under our incentive plans, consistent with our guidance. For example, the total company target operating income and sales goals for fiscal 2019 were as follows:

Incentive Metric		Fiscal 2019 Target Goal (in millions) ($)		% Change from Fiscal 2018 (excluding currency, fuel, Sam’s Club tobacco, and recent eCommerce acquisitions)
Total Company Operating Income		22,143		-1.7%
Total Company Sales		489,255		0.7%

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These incentive goals were established with the intent that performance in line with our operating plans and guidance should result in payouts approximately at target. In order to achieve the maximum payout goals, our performance would have to exceed our operating plans to a significant degree. Threshold performance goals are set at a level that is attainable and below which the company could not justify a payout. The CMDC’s independent compensation consultant annually evaluates the difficulty of our target performance goals and has consistently found these goals to be challenging. Additionally, over the past ten years, under both our annual and long-term incentive plans, our performance has exceeded target incentive goals in five years and fallen short of target incentive goals in five years. We believe this is further evidence of the effectiveness of our goal-setting process in establishing performance goals that are appropriately challenging.

Why does the CMDC set goals each year under our long-term equity incentive program?

The CMDC has found that setting long-term equity performance goals each year, with awards having a three-year vesting period, is the most effective approach for our long-term equity incentive program for the following reasons:

As the largest global retailer, Walmart’s operating results are significantly impacted by macroeconomic and regional economic factors that may change drastically and that are outside of management’s control. These economic factors, the rapidly evolving retail industry, and our own ongoing strategic transformation make it difficult to forecast accurately over a three-year period.

We believe that performance goals cease to be an effective tool in motivating performance if the goals either become unrealistic or too easy to achieve due to macroeconomic factors beyond the control of our executives or due to changes in our strategy and related investments. While some companies attempt to address the impact of macroeconomic factors by using relative goals in their long-term incentive plans, the CMDC has determined that relative goals are not the right approach for Walmart for the reasons described on page 52.

The CMDC regularly reviews Walmart’s performance relative to peers and the relative alignment of pay and performance to ensure that our incentive programs are operating as intended.

Another advantage of this approach is that it is more easily understandable and results in performance goals that are better aligned with our strategic transformation; the CMDC believes this approach is more effective in motivating performance. Our incentive goals are aligned with our enterprise strategy, business plan, and expectations regarding financial performance. These expectations necessarily change from year-to-year based on macroeconomic conditions, strategic investments, and other factors.

For example, if we were to set three-year sales goals, this would result in a situation in which our leaders have three differing sales goals at any one time – one for each outstanding tranche of performance equity. We believe this approach would potentially be confusing and undermine the effectiveness of our performance equity program.

The CMDC believes that combining annual performance goals with a three-year vesting period effectively balances long-term focus with clear and understandable performance goals. Beginning with the awards granted in January 2017, the CMDC simplified our long-term equity program by providing for a one-year performance period followed by an additional two-year, time-based vesting period.

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6	Fiscal 2019 Performance Goals and Performance

What were the fiscal 2019 financial goals under our annual and long-term incentive plans?

Our NEOs’ performance-based pay for fiscal 2019 was based on achieving objective, pre-established financial goals for the following weighted metrics:

Annual Cash Incentive	Long-Term Performance Equity

In order to make results comparable from year-to-year for purposes of our incentive programs, total company and International sales, operating income, and ROI are calculated on a constant currency basis and exclude certain items, such as revenue from fuel sales. See page 59 for more information.

How did we perform in comparison to those goals?

Fiscal 2019 Annual Cash Incentive Goals and Results
(in millions)

Adjusted Constant Currency Operating Income (excluding certain items*)

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Constant Currency Sales (excluding certain items*)

*	In order to make results comparable from year-to-year, we exclude fuel sales, the impact of currency exchange rate fluctuations, Sam’s Club tobacco sales, and the effects of certain other items from our reported results of operations for incentive plan purposes. See page 59 for more information.

Fiscal 2019 Long-Term Performance Equity Goals and Results

Constant Currency Sales (excluding certain items*)
(in millions)

Adjusted ROI*

*	In order to make results comparable from year-to-year, we exclude fuel sales, the impact of currency exchange rate fluctuations, Sam’s Club tobacco sales, and the effects of certain other items from our reported results of operations for incentive plan purposes. See page 59 for more information.

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How were these results used to determine fiscal 2019 award payouts?

Fiscal 2019 performance compared to each of the annual cash incentive goals shown above was then weighted according to each NEO’s performance measure weightings to determine payout percentages, as shown below:

Fiscal 2019 Annual Cash Incentive Payouts

		Total Company				Walmart U.S.				Sam’s Club				International
Component		Weighting		Payout		Weighting		Payout		Weighting		Payout		Weighting		Payout
Total Company - OI		75.00%		125.00%		25.00%		125.00%		25.00%		125.00%		25.00%		125.00%
Total Company - Sales		25.00%		125.00%
Divisional - OI						50.00%		125.00%		50.00%		125.00%		50.00%		125.00%
Divisional - Sales						25.00%		125.00%		25.00%		125.00%		25.00%		109.51%
Payout (% of target)		125.00%				125.00%				125.00%				121.13%

See “Fiscal 2019 NEO Pay and Performance Summaries” for more details about each NEO’s fiscal 2019 annual cash incentive payout.

Fiscal 2019 Performance Equity Payouts

For performance equity awards granted in fiscal 2016, fiscal 2019 performance compared to each of the long-term performance equity goals shown above was weighted according to each NEO’s performance measure weightings, and was then averaged with results for the prior two years within the three-year performance cycle (see illustration below).

Beginning with the fiscal 2017 grant, our NEOs received performance-based RSUs with a one-year performance period followed by a two-year vesting period (see illustrations below).

Fiscal 2016 Grant
Segment	FY 17 Performance	FY 18 Performance	FY 19 Performance			Fiscal 2019 Payout
Walmart U.S.	124.83%	121.32%	150.00%			132.05%
Sam’s Club	124.07%	124.89%	150.00%			132.99%
International	138.00%	138.17%	129.75%			135.31%
Total Company	125.90%	122.46%	150.00%			132.79%
Fiscal 2017 Grant
Segment		FY 18 Performance	Time-based vesting through FY19 and FY20
Walmart U.S.		121.32%	Scheduled to vest on Jan. 31, 2020 based on continued employment
Sam’s Club		124.89%
International		138.17%
Total Company		122.46%
Fiscal 2018 Grant
Segment			FY 19 Performance	Time-based vesting through FY20 and FY21
Walmart U.S.			150.00%	Scheduled to vest on Jan. 31, 2021 based on continued employment
Sam’s Club			150.00%
International			129.75%
Total Company			150.00%

See “Fiscal 2019 NEO Pay and Performance Summaries” for more details about each NEO’s fiscal 2019 long-term performance equity payout.

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Why do the results used in our incentive plans differ from our reported results of operations for fiscal 2019?

The CMDC’s objective in administering our incentive plans is to ensure that incentive awards are calculated on a comparable basis from year-to-year, and to ensure that plan participants are incentivized and rewarded appropriately for performance within their control. The CMDC undertakes a rigorous oversight and certification process to determine the items to exclude from our reported results of operations for purposes of our incentive plans. This process is not outcome-driven and includes both positive and negative adjustments to reported results of operations.

For these reasons, the following types of items are excluded from our incentive goals and/or our incentive calculations:

●	Items excluded by the terms of the incentive plans. Like many other companies, our shareholder-approved incentive plans specify that incentive payouts be calculated by excluding the impact of recent acquisitions and divestitures, restructurings and store closings, and items that similarly impact our operating results. For fiscal 2019, these items represented the substantial majority of the difference between our reported operating income and our operating income as calculated for incentive plan purposes. The largest single exclusion, representing a majority of the difference between reported operating income and operating income for incentive plan purposes, was the exclusion of losses and expenses related to the acquisition of Flipkart during fiscal 2019.
●	Items excluded at the time incentive goals are established. When the CMDC sets incentive goals, it typically excludes the impact of certain items from the performance goals. For example, because as a matter of policy we generally do not hedge for currency exchange rate fluctuations, the CMDC sets incentive goals on a “pegged” currency basis excluding the impact of currency exchange rate fluctuations. Similarly, sales goals exclude the impact of fuel sales because fuel prices are volatile and subject to significant fluctuation, which is out of our management’s control. Also, in light of our significant ongoing investments in eCommerce, when the CMDC established fiscal 2019 operating income goals for our operating segments, it limited the impact of certain operating losses attributable to the eCommerce operations of those operating segments for incentive plan purposes in order to encourage our segment leaders to make these necessary investments. Losses from eCommerce operations are not limited for purposes of total company incentive goals. For fiscal 2019, items excluded at the time incentive goals were established represented the substantial majority of the difference between our reported sales and our sales as calculated for incentive plan purposes.
●	Items excluded so that operating results are calculated on a comparative basis from year-to-year. Consistent with the terms of our incentive plans, the CMDC may exclude certain other items so that results can be calculated on a comparative basis from year-to-year. During fiscal 2019, these included, among others, the impact of hurricanes, as well as an adjustment to reflect that certain technology infrastructure investments included in our fiscal 2019 operating plan were not utilized during fiscal 2019. On a net basis, this category of adjustments did not have a significant impact on fiscal 2019 incentive results.

Impact of Excluded Items on Fiscal 2019 Performance for Incentive Plan Purposes

As described above and shown below, by a significant margin, the largest items excluded from our fiscal 2019 reported results of operations consisted of (i) items automatically excluded by the terms of our plans, such as the impact of acquisitions, divestitures, and restructurings, and (ii) items pre-determined to be excluded at the time incentive goals were set, such as the impact of currency exchange rate fluctuations, fuel sales, and certain eCommerce losses above the pre-set limit established when goals were set at the beginning of fiscal 2019.

$ in millions		Operating Income											Sales
Metric		Total Company ($)			Walmart U.S. ($)		Sam’s Club ($)			International ($)			Total Company ($)			Walmart U.S. ($)			Sam’s Club ($)			International ($)
As Reported		21,957			17,386		1,520			4,883			510,329			331,666			57,839			120,824
Plan and pre-determined items		1,029			1,200		(3	)		854			(15,812	)		(3,561	)		(10,911	)		(2,859	)
Comparative items		(99	)		53		10			(79	)		(60	)		(50	)		(10	)		0
Performance for Incentive Plan Purposes		22,887			18,639		1,527			5,658			494,457			328,055			46,918			117,965

2019 ROI Adjustments for Long-Term Performance Equity Purposes. When calculating ROI for long-term performance equity purposes, we used the adjusted operating income shown in the table above in the row titled “Performance for Incentive Plan Purposes.” We then adjusted ROI downward for incentive purposes to reflect a mark-to-market adjustment during fiscal 2019 related to our investment in JD.com. As a result of applying these adjustments, our ROI was 14.9% for purposes of our long-term performance share plan, compared to a reported ROI of 14.2%.

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7 Fiscal 2019 NEO Pay and Performance Summaries

How did our fiscal 2019 performance impact our NEOs’ compensation?

Doug McMillon President and CEO

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Brett Biggs EVP and CFO

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Greg Foran EVP, President and CEO, Walmart U.S.

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Judith McKenna EVP, President and CEO, Walmart International

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John Furner EVP, President and CEO, Sam’s Club

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8	Other Compensation Programs and Policies

What perquisites and other benefits do our NEOs receive?

Our NEOs receive a limited number of perquisites and supplemental benefits. We cover the cost of annual physical examinations for our NEOs and provide each NEO with personal use of our aircraft for a limited number of hours each year. Our NEOs also receive company-paid life and accidental death and dismemberment insurance. Additionally, our NEOs are entitled to benefits available to our officers generally, such as participation in the Deferred Compensation Matching Plan, and benefits available to associates generally, including a Walmart discount card, a limited 15 percent match of purchases of Shares through our Associate Stock Purchase Plan, participation in our 401(k) Plan, medical benefits, and foreign business travel insurance. We provide these perquisites and supplemental benefits to attract talented executives to our company and to retain our current executives, and we believe their limited cost is outweighed by the benefits to our company.

What types of retirement and other benefits are our NEOs eligible to receive?

Our NEOs are eligible for the same retirement benefits as our officers generally, such as participation in our Deferred Compensation Matching Plan. They may also take advantage of other benefits available more broadly to our associates, such as our 401(k) Plan. With the exception of Ms. McKenna, who has an interest in a pension plan related to her prior employment with our U.K. subsidiary, our NEOs do not participate in any pension or other defined benefit retirement plan. Ms. McKenna is not eligible to make any further contributions to this U.K. pension plan.

What are our practices for granting equity awards?

Timing of Equity Awards. The CMDC meets each January to approve and grant annual equity awards to our Executive Officers, including our NEOs, for the upcoming fiscal year. Because of the timing of these meetings, these equity grants are reported in the executive compensation tables appearing in this proxy statement as granted during the most recently completed fiscal year. The CMDC meets again in February and/or March to establish the performance goals applicable to the performance share units and any other performance-based equity granted at the January meeting.

Any special equity grants to Executive Officers during the year are approved by the CMDC at a meeting or by unanimous written consent.

Option Exercise Prices. We have not granted stock options to our Executive Officers since 2007, and stock options are not currently a part of our executive compensation program. If and when we grant stock options in the future, the exercise price will be equal to the fair market value of our common stock on the date of grant.

Does the CMDC take tax consequences into account when setting executive compensation?

Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers. While the CMDC considers the deductibility of awards as one factor in determining executive compensation, the CMDC also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by Walmart for tax purposes.

Historically, our annual cash incentive opportunities and performance-based equity awards granted to our Executive officers were designed in a manner intended to be exempt from the deduction limitation of Section 162(m) because they were paid based on the achievement of pre-determined performance goals established by the CMDC pursuant to our shareholder-approved incentive plans. Additionally, the CMDC had adopted a policy requiring our “covered employees” subject to Section 162(m) to defer annual restricted stock grants until after they separate from employment from Walmart, subject to certain exceptions.

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Federal legislation signed into law on December 22, 2017, referred to as the Tax Cuts and Jobs Act (the “Tax Act”), repealed the exemption from Section 162(m)’s deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017. In addition, the Tax Act expanded the group of covered employees under Section 162(m) to include the chief financial officer and mandated that once an individual is treated as a covered employee for a given year, that individual will be treated as a covered employee for all subsequent years. Accordingly, any compensation paid to our covered Executive Officers in excess of $1 million in any one year, regardless of employment status, will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Despite the CMDC’s efforts to structure incentive compensation in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) as revised by the Tax Act, including the uncertain scope of the transition relief applicable to certain outstanding arrangements, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) will in fact be exempt. Further, the CMDC reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with the objectives of our executive compensation program.

Do we have employment agreements with our NEOs?

We do not have employment agreements with any of our NEOs. Our NEOs are employed on an at-will basis.

Do we have severance agreements with our NEOs?

We have entered into a non-competition agreement with each NEO. As described in more detail under “Potential Payments Upon Termination or Change in Control” on page 77, these agreements provide that, if we terminate the NEO’s employment for any reason other than his or her violation of company policy, we will generally make limited severance payments to the NEO.

Under these agreements, each NEO has agreed that for a period of time following his or her termination of employment, he or she will not participate in a business that competes with us and will not solicit our associates for employment. For purposes of these agreements, a competing business generally means any retail, wholesale, or merchandising business that sells products of the type sold by Walmart with annual revenues in excess of certain thresholds.

These agreements reduce the risk that any of our former NEOs would use the skills and knowledge they gained while with us for the benefit of one of our competitors during a reasonable period of time after leaving our company. We do not have any contracts or other arrangements with our NEOs that provide for payments or other benefits upon a change in control of our company.

Does our compensation program contain any provisions addressing the recovery or non-payment of compensation in the event of misconduct?

Yes. Our MIP and our Stock Incentive Plan both provide that we will recoup awards to the extent required by Walmart policies. Furthermore, our MIP provides that, in order to be eligible to receive an incentive payment, the participant must have complied with our policies, including our Global Statement of Ethics, at all times. It further provides that if the CMDC determines, within twelve months following the payment of an incentive award, that prior to the payment of the award, a participant has violated any of our policies or otherwise committed acts detrimental to the best interests of our company, the participant must repay the incentive award upon demand. Similarly, our Stock Incentive Plan provides that if the CMDC determines that an associate has committed any act detrimental to the best interests of our company, he or she will forfeit all unexercised options and unvested equity awards. In addition, both the MIP and the Stock Incentive Plan provide that all awards under these plans, whether or not previously paid or deferred, will be subject to the company’s policies and applicable law regarding clawbacks in effect from time to time.

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Are our NEOs subject to any minimum requirements regarding ownership of our stock?

Yes. Our senior officers have been subject to stock ownership guidelines since 2003. In June 2013, our Board enhanced the stock ownership guidelines applicable to our CEO and senior officers, as follows:

●	Our CEO must maintain beneficial ownership of unrestricted Shares having a market value equal to seven times his current annual base salary; and
●	Our other NEOs and certain other senior officers must maintain beneficial ownership of unrestricted Shares having a market value equal to five times his or her current annual base salary.

The CEO and other senior officers must satisfy these stock ownership guidelines no later than the fifth anniversary of his or her appointment to a position covered by the stock ownership guidelines. If any covered officer is not in compliance with these stock ownership guidelines, he or she may not sell or otherwise dispose of more than 50 percent of any Shares that vest pursuant to any equity award until such time as he or she is in compliance with the guidelines and such sale would not cause the covered officer to cease to be in compliance with the guidelines. Further, as noted below, any pledged Shares would not be counted when determining whether the officer is in compliance with the guidelines. Currently, each of our NEOs is in compliance with our stock ownership guidelines.

Are there any restrictions on an NEO’s ability to engage in transactions involving Walmart stock?

Yes. Our Insider Trading Policy contains the following restrictions:

●	Our directors and Executive Officers may trade in our stock only during open window periods, and then only after they have pre-cleared such transactions with our Corporate Secretary.
●	Our directors and Executive Officers may not enter into trading plans pursuant to SEC Rule 10b5-1 without having such plans pre-approved by our Corporate Secretary.
●	Our directors and Executive Officers may not, at any time, engage in hedging transactions (such as swaps, puts and calls, collars, and similar financial instruments) that would eliminate or limit the risks and rewards of Walmart stock ownership.
●	Our directors and Executive Officers may not at any time engage in any short selling, buy or sell options, puts or calls, whether exchange-traded or otherwise, or engage in any other transaction in derivative securities that reflects speculation about the price of our stock or that may place their financial interests against the financial interests of our company.
●	Our directors and Executive Officers are prohibited from using Walmart stock as collateral for any margin loan.
●	Before using Walmart stock as collateral for any other borrowing, our directors and Executive Officers must satisfy the following requirements:

●	The pledging arrangement must be pre-approved by Walmart’s Corporate Secretary; and
●	Any Walmart Shares pledged will not be counted when determining whether the director or Executive Officer is in compliance with our stock ownership guidelines.

Currently, none of our directors or Executive Officers has any pledging arrangements in place involving Walmart stock.

Compensation Committee Report

The CMDC has reviewed and discussed with our company’s management the CD&A included in this proxy statement and, based on that review and discussion, the CMDC recommended to the Board that the CD&A be included in this proxy statement.

The CMDC submits this report:
Stephen J. Easterbrook
Carla A. Harris
Marissa A. Mayer
Steven S Reinemund, Chair

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Risk Considerations in our Compensation Program

The CMDC, pursuant to its charter, is responsible for reviewing and overseeing the compensation and benefits structure applicable to our associates generally, including any risks that may arise from our compensation program. We do not believe that our compensation policies and practices for our associates give rise to risks that are reasonably likely to have a material adverse effect on our company. In reaching this conclusion, we considered the following factors:

●	Our compensation program is designed to provide a mix of both fixed and variable incentive compensation.
●	Our performance-based compensation is balanced between an annual incentive and a long-term incentive program. We believe this design mitigates any incentive for short-term risk-taking that could be detrimental to our company’s long-term best interests.
●	Our incentive compensation programs reward performance based on a mix of operating income-based metrics, sales-based metrics, and return on investment. We believe that this mix of performance metrics mitigates any incentive to seek to maximize performance under one metric to the detriment of performance under other metrics. For example, our long-term performance share plan is based equally on sales and ROI performance. We believe that this structure mitigates any incentive to pursue strategies that would increase our sales at the detriment of ROI performance. The CMDC regularly reviews the mix and weightings of the performance metrics used in our incentive compensation programs and has concluded that they are aligned with our strategy and provide appropriate incentives to encourage sustainable shareholder value creation.
●	Maximum payouts under both our annual cash incentive plan and our performance share program are capped at 125% and 150% of target payouts, respectively. We believe that these limits mitigate excessive risk-taking, since the maximum amount that can be earned in a single cycle is limited.
●	A significant percentage of our management’s incentive compensation is based on the performance of our total company. This is designed to mitigate any incentive to pursue strategies that might maximize the performance of a single operating segment or area of responsibility to the detriment of our company as a whole.
●	Our senior executives are subject to robust stock ownership guidelines, which we believe motivate our executives to consider the long-term interests of our company and our shareholders and discourage excessive risk-taking that could negatively impact our stock price.
●	Our performance-based incentive compensation programs are designed with payout curves that are relatively smooth and do not contain steep payout “cliffs” that might encourage short-term business decisions in order to meet a payout threshold.
●	Our Executive Officers’ cash incentive payments are subject to reduction or elimination if compliance objectives are not satisfied.

Finally, our cash incentive plan and our Stock Incentive Plan both contain robust “clawback” provisions under which awards may be recouped or forfeited if an associate has not complied with our policies, including our Global Statement of Ethics, or has committed acts detrimental to the best interests of our company.

Compensation Committee Interlocks and Insider Participation

None of the directors who served on the CMDC or the predecessor committee at any time during fiscal 2019 were officers or associates of Walmart or were former officers or associates of Walmart. Further, none of the members who served on the CMDC or the predecessor committee at any time during fiscal 2019 had any relationship with our company requiring disclosure under the section of this proxy statement entitled “Fiscal 2019 Review of Related Person Transactions.” Finally, no Executive Officer serves, or in the past fiscal year has served, as a director of, or as a member of the compensation committee (or other board committee performing equivalent functions) of, any entity that has one or more of its executive officers serving as a director of Walmart or as a member of the CMDC or the predecessor committee.

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Summary Compensation

Name and Principal Position (a)		Fiscal Year ended Jan. 31 (b)		Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Non-Equity Incentive Plan Compensation ($) (g)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($)
C. Douglas McMillon President and CEO		2019		1,276,892		0		15,592,404		5,088,000		1,090,984		569,953		23,618,233
		2018		1,276,982		0		15,692,464		4,736,750		611,315		473,765		22,791,276
		2017		1,278,989		0		15,224,706		4,851,561		510,155		486,732		22,352,143
M. Brett Biggs Executive Vice President and CFO		2019		892,948		0		5,710,085		2,223,926		269,005		324,450		9,420,414
		2018		871,087		0		4,237,993		2,027,759		140,199		316,133		7,593,171
		2017		854,670		0		3,176,574		2,026,251		101,880		249,785		6,409,160
Gregory S. Foran Executive Vice President		2019		1,104,201		0		8,812,816		3,300,230		20,366		248,880		13,486,493
		2018		1,051,426		0		6,857,031		2,921,173		9,954		178,168		11,017,752
		2017		1,006,424		0		6,650,490		2,861,535		7,731		1,027,673		11,553,853
Judith McKenna Executive Vice President		2019		1,044,210		0		9,186,749		2,267,949		140,460		282,956		12,922,324
John Furner Executive Vice President		2019		799,425		0		6,275,780		1,791,903		92,800		326,869		9,286,777
		2018		780,827		0		9,856,525		1,665,728		35,324		538,384		12,876,788

Explanation of information in the columns of the table:

Name and Principal Position and Fiscal Year ended Jan. 31 (columns (a) and (b))
Mr. Furner was an NEO for the first time in fiscal 2018. Accordingly, only information relating to his fiscal 2018 and fiscal 2019 compensation is included. Ms. McKenna was an NEO for the first time in fiscal 2019. Accordingly, only information relating to her fiscal 2019 compensation is included.

Salary (column (c))
Represents salaries earned during the fiscal years shown. Mr. McMillon, Mr. Biggs, and Mr. Furner elected to defer $130,000, $260,000, and $25,974 of their fiscal 2019 base salaries, respectively, under the Deferred Compensation Matching Plan.

Stock Awards (column (e))
The CMDC generally grants equity awards to our Executive Officers each January, just prior to the end of our fiscal year, that are intended as part of each Executive Officer’s compensation opportunity for the following year. Under the SEC’s rules, however, these awards are reported as compensation for the year in which the grant date falls. Accordingly, this column includes, for each NEO, an award of restricted stock and performance-based restricted stock units approved by the CMDC on January 28, 2019.

In accordance with SEC rules, the amounts included in this column are the grant date fair value for awards granted in the fiscal years shown, computed in accordance with the stock-based compensation accounting rules that are a part of GAAP (as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718), but excluding the effect of any estimated forfeitures of such awards.

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The number of performance-based restricted stock units that vest, if any, depends on whether we achieve certain levels of performance with respect to certain performance measures. The grant date fair values of the performance-based restricted stock units included in this column are based on payouts at target, which we have determined, in accordance with the stock-based compensation accounting rules, to be the probable levels of achievement of the performance goals related to those awards. The table below shows the grant date fair value of the performance-based restricted stock units granted to each NEO during fiscal 2019, assuming that: (i) our performance with respect to those performance measures will be at target levels (i.e., probable performance); and (ii) our performance with respect to those performance measures will be at levels that would result in a maximum payout. The grant date fair value of each performance-based restricted stock unit was determined based on the closing price of a Share on the NYSE on the grant date discounted for the expected dividend yield for such Shares during the vesting period:

Name		Fiscal Year of Grant		Grant Date Fair Value (Probable Performance) ($)		Grant Date Fair Value (Maximum Performance) ($)
C. Douglas McMillon		2019		11,749,896		17,624,843
M. Brett Biggs		2019		4,270,103		6,405,200
Gregory S. Foran		2019		5,187,819		7,781,729
Judith McKenna		2019		7,686,784		11,530,268
John Furner		2019		4,775,815		7,163,768

Option Awards (column (f))
We have omitted this column because we did not grant any option awards to NEOs during fiscal 2019, and stock options are not currently part of our executive compensation program.

Non-Equity Incentive Plan Compensation (column (g))
These amounts represent annual cash incentive payments earned by our NEOs for performance during fiscal 2019, fiscal 2018, and fiscal 2017, respectively, but paid to our NEOs during the following fiscal year. Certain of our NEOs elected to defer a portion of their annual cash incentive payment for fiscal 2019, as follows:

Name		Amount of Fiscal 2019 Annual Cash Incentive Deferred ($)
C. Douglas McMillon		1,272,000
M. Brett Biggs		889,570
Judith McKenna		2,222,546
John Furner		1,212,667

Change in Pension Value and Nonqualified Deferred Compensation Earnings (column (h))
The amounts shown in this column represent above-market interest credited on deferred compensation under our company’s nonqualified deferred compensation plans, as calculated pursuant to Item 402(c)(2)(viii)(B) of SEC Regulation S-K. In addition, Ms. McKenna participates in pension plans administered by Asda Group Limited (“Asda”), the company’s U.K. subsidiary. During fiscal 2019, the actuarial present value of Ms. McKenna’s accumulated benefit in these plans decreased by $168,869 (converted from British Pounds using an average exchange rate during fiscal 2019 of 1 GBP = 1.3237 USD). In accordance with Instruction 3 to Item 402(c)(2)(viii) of Regulation S-K, this negative amount is not included in this column. These pension plans were closed to further accruals in 2011, but participants’ accrued pension balances are adjusted for inflation until they begin to receive distributions from the plan. See the Pension Benefits table on page 74 for more information.

All Other Compensation (column (i))
“All other compensation” for fiscal 2019 includes the following amounts:

Name		401(k) Plan Matching Contributions ($)		Personal Use of Company Aircraft ($)		Company Contributions to Deferred Compensation Plans ($)
C. Douglas McMillon		16,500		156,137		392,435
M. Brett Biggs		16,500		121,510		181,434
Gregory S. Foran		16,500		131,438		0
Judith McKenna		0		73,993		181,989
John Furner		16,500		156,733		138,759

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The value shown for personal use of Walmart aircraft is the incremental cost to our company of such use, which is calculated based on the variable operating costs to our company per hour of operation, which include fuel costs, maintenance, and associated travel costs for the crew. Fixed costs that do not change based on usage, such as pilot salaries, depreciation, insurance, and rent, are not included.

“All other compensation” for fiscal 2019 also includes the following amounts:

●	$47,092 in tax preparation and related services provided to Mr. Foran in connection with his prior expatriate assignments and current position based in the U.S. outside of his home country, as well as tax gross-ups primarily related to these services in the amount of $51,886.
●	$19,376 in tax gross-ups for Ms. McKenna primarily related to her prior expatriate assignment and current position based in the U.S. outside her home country.

The amounts in this column for fiscal 2019 also include tax gross-up payments for certain of our other NEOs in amounts less than $10,000. The amounts in this column for fiscal 2019 also include the cost of term life insurance premiums and physical examinations for certain of our NEOs. The values of these personal benefits are based on the incremental aggregate cost to our company and are not individually quantified because none of them individually exceed the threshold set forth in Instruction 4 to Item 402(c)(2)(ix) of Regulation S-K.

Fiscal 2019 Grants of Plan-Based Awards

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#) (i)		Grant Date Fair Value of Stock and Option Awards ($) (l)
Name		Grant Date		Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold (#) (f)		Target (#) (g)		Maximum (#) (h)
C. Douglas McMillon				1,144,899		3,052,800		3,816,000
		1/28/19								64,638		129,276		193,914				11,749,896
		1/28/19														39,589		3,842,508
M. Brett Biggs				514,888		1,373,036		1,716,294
		1/28/19								23,491		46,981		70,472				4,270,103
		1/28/19														14,836		1,439,982
Gregory S. Foran				785,624		2,094,997		2,618,746
		1/28/19								28,539		57,078		85,617				5,187,819
		1/28/19														16,742		1,624,979
		1/28/19														20,606		2,000,018
Judith McKenna				719,694		1,919,185		2,398,982
		1/28/19								26,273		52,545		78,818				4,775,815
		1/28/19								15,323		30,645		45,968				2,910,969
		1/28/19														15,454		1,499,965
John Furner				553,154		1,475,078		1,843,848