Walmart amends bylaws to comply with universal proxy rules and Delaware law changes

Walmart Inc.

Board adopted amended bylaws effective Nov 10, 2022, to align with SEC universal proxy rules and recent Delaware General Corporation Law updates.
New rules require shareholders nominating directors to disclose intent to solicit proxies for non-company nominees under Rule 14a-19.
Nominations may be disregarded if the shareholder fails to comply with Rule 14a-19 requirements or provide documentation upon request.
Number of shareholder-proposed nominees cannot exceed directors to be elected; nominating shareholders must provide additional disclosures and nominees must submit to Board interviews.
Bylaws also modify shareholder list availability procedures and clarify when an election is considered contested or uncontested.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Walmart Inc.: Amended and restated bylaws to enhance shareholder nomination procedures, reflect DGCL changes, and make other updates (effective 2022-11-10).

Change: bylaw amendment
Effective: 2022-11-10

Exact text from the filing

On November 10, 2022, in connection with the new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law and a periodic review of the bylaws of Walmart Inc. (the “Company”), the Board of Directors (the “Board”) of the Company adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.

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Source: SEC EDGAR

accession 0000104169-22-000080

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