Walmart Inc. — Proxy Solicitation & Information Statement 2018

Apr 20, 2018

DEFA14A 1 p58888_defa14a.htm NOTICE & ACCESS

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. )

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:
●	Preliminary Proxy Statement
●	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
●	Definitive Proxy Statement
●	Definitive Additional Materials
●	Soliciting Material Pursuant to §240.14a-12

Walmart Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
●	No fee required.
●	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:
●	Fee paid previously with preliminary materials.
●	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid:
	(2) Form, Schedule or Registration Statement No.:
	(3) Filing Party:
	(4) Date Filed:

Field: Page; Sequence: 1

Field: /Page

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to Be Held on May 30, 2018.

WALMART INC. (NYSE:WMT)

WALMART INC. C/O PROXY SERVICES P.O. BOX 9163 FARMINGDALE, NY 11735

Notice of 2018 Annual Shareholders’ Meeting
Meeting Type:	Annual Shareholders’ Meeting
For Shareholders of record as
of: Close of business on April 6, 2018
Date: May 30, 2018 Time: 10:00 a.m. Central Time

| Location: |
| --- |
| Rogers, Arkansas 72758 |
| You are receiving this communication
because you hold shares in the above-named company. |
| This is not a proxy card
or ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet or by mail. You may view the proxy materials online at www.proxyvote.com, scan the QR code on the reverse side, or easily request a paper or e-mail copy of the proxy materials (see reverse side). |
| We encourage you to access
and review all of the important information contained in the proxy materials before voting. |
| See
the reverse side of the notice for information about how to obtain the proxy materials and for voting instructions. |

Field: Page; Sequence: 1

Field: /Page

Before You Vote

How to Access the Proxy Materials

| Proxy
Materials Available to VIEW or RECEIVE: | | |
| --- | --- | --- |
| NOTICE
AND PROXY STATEMENT ANNUAL REPORT FORM
OF PROXY CARD | | |
| How to
View Online: | | |
| Have
the information that is printed in the box marked by the arrow (located on
the following page) available and visit: www.proxyvote.com, or scan the QR code below. | | |
| How
to Request and Receive a PAPER or E-MAIL Copy: | | |
| If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for these materials. Please choose one of the following methods to make your request: | | |
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY TELEPHONE : | 1-800-579-1639 |
| 3) | BY E-MAIL* : | sendmaterial@proxyvote.com |
| * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (located on the following page) in the subject line. | | |
| Requests,
instructions
and
other
inquiries
sent
to
this
e-mail
address
will
NOT
be
forwarded
to
your
investment
advisor. Please
make
the
request
as
instructed
above
on
or
before
May
16,
2018
to
facilitate
timely
delivery. | | |

How To Vote Please Choose One of the Following Voting Methods

| Vote
In Person: The proxy materials described above contain a map showing the location of the Meeting and information regarding
admittance to the Meeting and for voting in person at the Meeting. At the Meeting, you must request a ballot to vote these
shares. |
| --- |
| Vote
By Internet: Go to www.proxyvote.com, or, from a smart phone, scan the QR code above. Have the information that is printed
in the box marked by the arrow (located on the following page) available and follow
the instructions. You can also sign up for electronic delivery of future proxy materials by following the prompts after voting. |
| Vote
By Mail or By Phone: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
The proxy card will include instructions for voting by phone. Instructions for voting by phone are also on page 4 of the proxy
statement, which you can view online as described above. |

Field: Page; Sequence: 2

Field: /Page

| Voting
Items |
| --- |
| The Board of Directors recommends a vote “FOR” each of the nominees listed in Proposal 1, |
| “FOR” Proposals 2 and 3, and “AGAINST” Proposals 4 and 5. |

1. Election of Directors

Nominees:
1a.	Stephen
J. Easterbrook
1b.	Timothy P. Flynn
1c.	Sarah J. Friar
1d.	Carla A. Harris
1e.	Thomas W. Horton
1f.	Marissa A. Mayer
1g.	C. Douglas McMillon
1h.	Gregory B. Penner
1i.	Steven S Reinemund
1j.	S. Robson Walton
1k.	Steuart L. Walton

| Company
Proposals: | |
| --- | --- |
| 2. | Advisory
Vote to Approve Named Executive Officer Compensation |
| 3. | Ratification of
Ernst & Young LLP as Independent Accountants |
| Shareholder
Proposals: | |
| 4. | Request to Adopt an Independent Chair Policy |
| 5. | Request for Report
on Racial or Ethnic Pay Gaps |
| NOTE: Such
other business as may properly come before the meeting or any adjournment thereof will be voted on by the proxy holders in
their discretion. | |

Field: Page; Sequence: 3

Field: /Page

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 3

Field: /Page