Walmart Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$WMT
Department/Specialty Retail Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 8, 2026, the Board of Directors (the "Board") of Walmart Inc. ("Walmart") appointed Shishir Mehrotra, age 46, as a member of the Board. Mr. Mehrotra has also been appointed to the Compensation and Management Development Committee and the Technology and eCommerce Committee of the Board. There is no arrangement or understanding between Mr. Mehrotra and any other persons or entities pursuant to which Mr. Mehrotra was appointed as a director.
Upon his appointment to the Board, Mr. Mehrotra became entitled to a prorated portion of the non-management directors’ compensation for the term ending on the date of Walmart’s 2026 Annual Shareholders’ Meeting. The components of Walmart’s non-management director compensation were disclosed in Walmart’s proxy statement dated April 24, 2025, relating to the Annual Shareholders’ Meeting held on June 5, 2025, and as slightly modified by the Board on June 5, 2025 for the annual amounts. As part of his non-management director compensation, on January 8, 2026, Mr. Mehrotra received a prorated portion of the $230,000 annual stock award and will receive a prorated portion of the $115,000 annual retainer payable to non-management directors. The annual retainer will be paid quarterly in arrears through the 2026 Annual Shareholders’ Meeting, and Mr. Mehrotra may elect to receive these quarterly retainers in cash or Walmart common stock, defer in stock units, defer in cash in an interest-bearing account, or receive in any combination thereof.
A copy of the press release announcing Mr. Mehrotra’s appointment to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| The following document is furnished as an exhibit to this Current Report on Form 8-K: | |||||
| 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 8, 2026
| WALMART INC. | |||||
| By: | /s/ Gordon Y. Allison | ||||
| Name: | Gordon Y. Allison | ||||
| Title: | Senior Vice President, Office of the Corporate Secretary, and Chief Counsel for Finance and Corporate Governance | ||||