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    Walmart Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/6/25 4:43:53 PM ET
    $WMT
    Department/Specialty Retail Stores
    Consumer Discretionary
    Get the next $WMT alert in real time by email
    wmt-20250605
    0000104169false00001041692025-06-052025-06-050000104169wmt:CommonStockparvalue0.10pershareMember2025-06-052025-06-050000104169wmt:A2.550NotesDue2026Member2025-06-052025-06-050000104169wmt:A1050NotesDue2026Member2025-06-052025-06-050000104169wmt:A1500NotesDue2028Member2025-06-052025-06-050000104169wmt:A4875NotesDue2029Member2025-06-052025-06-050000104169wmt:A5750NotesDue2030Member2025-06-052025-06-050000104169wmt:A1800NotesDue2031Member2025-06-052025-06-050000104169wmt:A5625NotesDue2034Member2025-06-052025-06-050000104169wmt:A5250NotesDue2035Member2025-06-052025-06-050000104169wmt:A4875NotesDue2039Member2025-06-052025-06-05

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, DC 20549
    ________________________

    FORM 8-K

    CURRENT REPORT
    PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (date of earliest event reported)
    June 6, 2025 (June 5, 2025)
    Walmart Inc.
    (Exact name of registrant as specified in its charter)
    DE
    001-06991
    71-0415188
    (State or other jurisdiction of incorporation or organization)
    (Commission File Number)
    (I.R.S. Employer Identification No.)
    1 Customer Drive
    Bentonville, AR 72716
    (Address of Principal Executive Offices) (Zip code)

    Registrant's telephone number, including area code: (479) 273-4000

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, par value $0.10 per shareWMTNew York Stock Exchange
    2.550% Notes due 2026WMT26New York Stock Exchange
    1.050% Notes due 2026WMT26ANew York Stock Exchange
    1.500% Notes due 2028WMT28CNew York Stock Exchange
    4.875% Notes due 2029WMT29BNew York Stock Exchange
    5.750% Notes due 2030WMT30BNew York Stock Exchange
    1.800% Notes due 2031WMT31ANew York Stock Exchange
    5.625% Notes due 2034WMT34New York Stock Exchange
    5.250% Notes due 2035WMT35ANew York Stock Exchange
    4.875% Notes due 2039WMT39New York Stock Exchange
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



    Item 5.07. Submission of Matters to a Vote of Security Holders
    On June 5, 2025, Walmart Inc. (the “Company”) held its Annual Shareholders’ Meeting (the “Meeting”). As of the close of business on April 11, 2025, the record date for the Meeting, there were 8,000,886,911 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 7,309,887,889 (91.36%) shares of the Company’s common stock were present in person or represented by proxy during the Meeting. During the Meeting, the Company’s shareholders voted on the matters set forth below.

    Election of Directors
    The Company’s shareholders elected for one-year terms all twelve persons nominated for election as directors as set forth in the Company’s proxy statement dated April 24, 2025. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:

    NomineeForAgainstAbstainBroker Non-Votes
    Cesar Conde6,616,260,68447,235,7854,568,391641,823,029
    Timothy P. Flynn6,530,652,866132,852,9754,559,019641,823,029
    Sarah J. Friar6,629,720,36234,151,2164,193,282641,823,029
    Carla A. Harris6,458,066,614205,674,7944,323,452641,823,029
    Thomas W. Horton6,525,122,031138,415,4674,527,362641,823,029
    Marissa A. Mayer6,567,268,87496,574,4624,221,524641,823,029
    C. Douglas McMillon6,615,017,92348,642,9774,403,960641,823,029
    Robert E. Moritz, Jr.6,633,444,85129,659,6064,960,403641,823,029
    Brian Niccol6,627,878,20835,345,4414,841,211641,823,029
    Gregory B. Penner6,453,576,366209,787,6604,700,834641,823,029
    Randall L. Stephenson6,374,043,469289,023,7434,997,648641,823,029
    Steuart L. Walton6,614,706,76549,107,0974,250,998641,823,029
    Company Proposals
    Ratification of Independent Accountants. The Company’s shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered accountants for the fiscal year ending January 31, 2026. The votes on this proposal were as follows:
    ForAgainstAbstain
    7,139,775,692164,333,2505,778,947
    There were no broker non-votes with respect to this proposal.
    Advisory Vote to Approve Named Executive Officer Compensation. The Company’s shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of the Company’s named executive officers, as described in the Company’s proxy statement dated April 24, 2025. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    6,338,327,929319,798,7629,938,169641,823,029
    Approval of the Walmart Inc. Stock Incentive Plan of 2025. The Company’s shareholders voted upon, adopted, and approved the Walmart Inc. Stock Incentive Plan of 2025. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    6,543,064,125112,795,59312,205,142641,823,029

    Shareholder Proposals
    The Company’s shareholders voted upon and rejected a shareholder proposal requesting a third-party assessment of company policies regarding law enforcement information requests related to medication use by customers and employees. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    272,112,7506,359,897,13636,054,974641,823,029
    Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on reduction of plastic packaging and recyclability claims. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    388,291,8006,257,356,78322,416,277641,823,029
    The Company’s shareholders then voted upon and rejected a shareholder proposal to revisit plastics packaging policies. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    34,759,1386,610,408,84422,896,878641,823,029
    Then, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a racial equity audit. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    452,542,8906,153,109,45262,412,518641,823,029
    Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on delays in revising diversity, equity, and inclusion (DEI) Initiatives. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    25,437,0646,619,160,62223,467,174641,823,029
    The Company’s shareholders also voted upon and rejected a shareholder proposal requesting a review of health and safety governance. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    463,683,6296,181,026,58423,354,647641,823,029
    Finally, the Company’s shareholders then voted upon and rejected a shareholder proposal requesting an evaluation of respect for civil liberties in advertising. The votes on this proposal were as follows:
    ForAgainstAbstainBroker
    Non-Votes
    24,577,1346,618,721,11424,766,612641,823,029




    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    Dated: June 6, 2025
    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 Governance




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