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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 7, 2024 (June 5, 2024)

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.)

702 S.W. 8th Street
Bentonville, AR 72716-0215
(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, 2024, Walmart Inc. (the “Company”) held its Annual Shareholders’ Meeting (the “Meeting”). As of the close of business on April 12, 2024, the record date for the Meeting, there were 8,059,794,418 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 7,330,831,364 (90.96%) 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 eleven persons nominated for election as directors as set forth in the Company’s proxy statement dated April 25, 2024. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:

NomineeForAgainstAbstainBroker Non-Votes
Cesar Conde6,663,354,90129,259,7237,271,448630,945,292
Timothy P. Flynn6,618,260,75874,656,5946,968,720630,945,292
Sarah J. Friar6,665,365,19027,840,6206,680,262630,945,292
Carla A. Harris6,481,902,946211,361,9946,621,132630,945,292
Thomas W. Horton6,302,870,033387,674,1029,341,937630,945,292
Marissa A. Mayer6,562,440,282130,712,9986,732,792630,945,292
C. Douglas McMillon6,666,948,43326,120,0406,817,599630,945,292
Brian Niccol6,680,181,40412,160,8637,543,805630,945,292
Gregory B. Penner6,599,674,63993,118,2927,093,141630,945,292
Randall L. Stephenson6,519,772,179172,900,6707,213,223630,945,292
Steuart L. Walton6,662,209,80930,956,5366,719,727630,945,292
Company Proposals
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 25, 2024. The votes on this proposal were as follows:
ForAgainstAbstainBroker
Non-Votes
6,186,027,386501,360,06412,498,622630,945,292
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, 2025. The votes on this proposal were as follows:
ForAgainstAbstain
7,200,820,178121,712,5758,298,611
There were no broker non-votes with respect to this proposal.
Shareholder Proposals
Pursuant to the advance notice requirement of the Company’s amended and restated bylaws, the Company’s shareholders voted upon and rejected a shareholder proposal concerning limitations on political contributions made by WALPAC. The votes on this proposal were as follows:
ForAgainstAbstainBroker
Non-Votes
49,6186,699,836,148306630,945,292
The Company’s shareholders voted upon and rejected a shareholder proposal requesting the publication of targets for transitioning from gestation crates in pork supply chain. The votes on this proposal were as follows:
ForAgainstAbstainBroker
Non-Votes
837,664,2195,828,630,10733,591,746630,945,292
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
1,030,165,5125,643,611,33426,109,226630,945,292
Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting human rights impact assessments. The votes on this proposal were as follows:
ForAgainstAbstainBroker
Non-Votes
773,568,2855,860,715,14765,602,640630,945,292
The Company’s shareholders then voted upon and rejected a shareholder proposal to set compensation that optimizes portfolio value for Company shareholders. The votes on this proposal were as follows:
ForAgainstAbstainBroker
Non-Votes
294,769,2696,372,320,19532,796,608630,945,292
Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on respecting workforce civil liberties. The votes on this proposal were as follows:
ForAgainstAbstainBroker
Non-Votes
31,377,8876,642,249,59326,258,592630,945,292
The Company’s shareholders also voted upon and rejected a shareholder proposal requesting a review of workplace safety and violence. The votes on this proposal were as follows:
ForAgainstAbstainBroker
Non-Votes
1,278,547,9925,397,035,07924,303,001630,945,292
Finally, the Company’s shareholders then voted upon and rejected a shareholder proposal requesting a report on corporate financial sustainability. The votes on this proposal were as follows:
ForAgainstAbstainBroker
Non-Votes
25,635,0766,648,239,51126,011,485630,945,292


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 7, 2024
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



v3.24.1.1.u2
Document and Entity Information Document
Jun. 05, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity Registrant Name Walmart Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-06991
Entity Tax Identification Number 71-0415188
Entity Address, Address Line One 702 S.W. 8th Street
Entity Address, City or Town Bentonville
Entity Address, State or Province AR
Entity Address, Postal Zip Code 72716-0215
City Area Code 479
Local Phone Number 273-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000104169
Amendment Flag false
Common Stock, par value $0.10 per share  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.10 per share
Trading Symbol WMT
Security Exchange Name NYSE
2.550% Notes Due 2026  
Entity Information [Line Items]  
Title of 12(b) Security 2.550% Notes due 2026
Trading Symbol WMT26
Security Exchange Name NYSE
1.050% Notes Due 2026  
Entity Information [Line Items]  
Title of 12(b) Security 1.050% Notes due 2026
Trading Symbol WMT26A
Security Exchange Name NYSE
1.500% Notes Due 2028  
Entity Information [Line Items]  
Title of 12(b) Security 1.500% Notes due 2028
Trading Symbol WMT28C
Security Exchange Name NYSE
4.875% Notes Due 2029  
Entity Information [Line Items]  
Title of 12(b) Security 4.875% Notes due 2029
Trading Symbol WMT29B
Security Exchange Name NYSE
5.750% Notes Due 2030  
Entity Information [Line Items]  
Title of 12(b) Security 5.750% Notes due 2030
Trading Symbol WMT30B
Security Exchange Name NYSE
1.800% Notes Due 2031  
Entity Information [Line Items]  
Title of 12(b) Security 1.800% Notes due 2031
Trading Symbol WMT31A
Security Exchange Name NYSE
5.625% Notes Due 2034  
Entity Information [Line Items]  
Title of 12(b) Security 5.625% Notes due 2034
Trading Symbol WMT34
Security Exchange Name NYSE
5.250% Notes Due 2035  
Entity Information [Line Items]  
Title of 12(b) Security 5.250% Notes due 2035
Trading Symbol WMT35A
Security Exchange Name NYSE
4.875% Notes Due 2039  
Entity Information [Line Items]  
Title of 12(b) Security 4.875% Notes due 2039
Trading Symbol WMT39
Security Exchange Name NYSE
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