secwatch / observer
8-K filed June 5, 2026, 4:07 PM ET ticker WMT CIK 0000104169
other material confidence high sentiment neutral materiality 0.30

Walmart shareholders approve officer liability limitation, elect directors, reject shareholder proposals

Walmart Inc.

Key facts

Extracted from this filing and checked against the source text.

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

Walmart Inc.: Approved an amendment to the certificate of incorporation to limit officer liability to fullest extent permitted under Delaware law, reflecting updated Delaware officer exculpation provisions (effective 2026-06-04).

Change
charter amendment
Effective
2026-06-04
Exact text from the filing
On June 4, 2026, Walmart Inc. (the "Company") held its Annual Shareholders' Meeting (the "Meeting"). At the Meeting, the Company's shareholders approved an amendment (the "Charter Amendment") to the Company's Restated Certificate of Incorporation, as amended from time to time (the "Certificate of Incorporation"), to limit the liability of certain officers of the Company to the fullest extent permitted under Delaware law.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Walmart Inc. shareholders approved Election of Directors at the 2026-06-05 meeting.

Proposal
director election
Outcome
passed
Meeting
2026-06-05
Exact text from the filing
Election of Directors The Company's shareholders elected for one-year terms all eleven persons nominated for election as directors as set forth in the Proxy Statement. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors: Nominee For Against Abstain Broker Non-Votes Cesar Conde 6,475,579,143 50,164,479 4,831,814 633,971,647 Sarah J. Friar 6,514,321,598 11,700,270 4,553,568 633,971,647 John R. Furner 6,485,530,053 40,316,465 4,728,918 633,971,647 Carla A. Harris 6,352,545,569 173,494,253 4,535,614 633,971,647 Thomas W. Horton 6,413,736,523 111,888,677 4,950,236 633,971,647 Marissa A. Mayer 6,466,604,047 59,398,938 4,572,451 633,971,647 Shishir Mehrotra 6,492,644,977 32,899,188 5,031,271 633,971,647 Robert E. Moritz, Jr. 6,465,496,802 60,064,343 5,014,291 633,971,647 Gregory B. Penner 6,348,541,000 177,035,049 4,999,387 633,971,647 Randall L. Stephenson 6,274,541,334 247,546,757 8,487,345 633,971,647 Steuart L. Walton 6,484,
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Walmart Inc. shareholders rejected Shareholder proposal requesting cumulative voting for board elections at the 2026-06-05 meeting.

Outcome
failed
Meeting
2026-06-05
Exact text from the filing
The Company's shareholders voted upon and rejected a shareholder proposal requesting cumulative voting for board elections. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 122,306,285 6,390,550,159 17,718,992 633,971,647
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Walmart Inc. shareholders rejected Shareholder proposal requesting a report on immigration policy and enforcement at the 2026-06-05 meeting.

Outcome
failed
Meeting
2026-06-05
Exact text from the filing
The Company's shareholders then voted upon and rejected a shareholder proposal requesting a report on immigration policy and enforcement. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 278,449,353 6,174,725,696 77,400,387 633,971,647
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Walmart Inc. shareholders approved Approval of an Amendment to the Certificate of Incorporation at the 2026-06-05 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2026-06-05
Exact text from the filing
Approval of an Amendment to the Certificate of Incorporation. The Company's shareholders voted upon and approved the Charter Amendment . The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 6,153,086,052 370,166,105 7,323,279 633,971,647
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Walmart Inc. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation at the 2026-06-05 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2026-06-05
Exact text from the filing
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 Proxy Statement. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 6,263,129,484 256,160,712 11,285,240 633,971,647
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Walmart Inc. shareholders approved Ratification of Independent Accountants at the 2026-06-05 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2026-06-05
Exact text from the filing
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 public accounting firm for the fiscal year ending January 31, 2027. The votes on this proposal were as follows: For Against Abstain 6,985,709,983 172,769,575 6,067,525 There were no broker non-votes with respect to this proposal.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Walmart Inc. shareholders rejected Shareholder proposal requesting a report on the workforce impact of AI and automation at the 2026-06-05 meeting.

Outcome
failed
Meeting
2026-06-05
Exact text from the filing
Finally, the Company's shareholders then voted upon and rejected a shareholder proposal requesting a report on the workforce impact of AI and automation. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 323,453,709 6,138,362,361 68,759,366 633,971,647
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 1.0

Walmart Inc. shareholders rejected Shareholder proposal requesting a report on workplace health and safety governance at the 2026-06-05 meeting.

Outcome
failed
Meeting
2026-06-05
Exact text from the filing
Next, the Company's shareholders voted upon and rejected a shareholder proposal requesting a report on workplace health and safety governance. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 433,230,655 6,013,774,452 83,570,329 633,971,647
View on SEC.gov

262 governance changes filed in the last 30 days. Browse all governance changes →

Walmart Inc. filing history →

Source: SEC EDGAR
accession 0000104169-26-000111
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