Series of Changes at the 2016 Annual Shareholders’ Meeting to
Strengthen the Board for Opportunities Ahead as Walmart Adapts to
Evolving Customer Needs
BENTONVILLE, Ark.–(BUSINESS WIRE)–Wal-Mart Stores, Inc. (NYSE: WMT) today announced changes to its Board
of Directors designed to strengthen the board for the future, while
maintaining its independence, diverse backgrounds of directors and
breadth of experience. The changes include ordinary-course retirements
of four board members and a reduction in the size of the board to
maximize its effectiveness in supporting the company’s strategy. They
will take effect following the company’s Annual Shareholders’ Meeting on
June 3, 2016 in Bud Walton Arena on the University of Arkansas campus in
Current board members Aida Alvarez, Roger Corbett, Mike Duke and Jim
Walton will not stand for re-election at the company’s Annual
Shareholders’ Meeting. The company also announced that as part of the
board’s succession planning, the board has nominated Steuart Walton for
election to the Walmart board. These changes will reduce the number of
directors serving on the board from 15 to 12 directors.
“The contributions of each of our four retiring board members cannot be
overstated, and we wish them all continued success in the future,” said
Greg Penner, Chairman of the Board of Directors. “With these
retirements, we view this as a time to make our board more nimble, while
maintaining its independence and further aligning on Walmart’s strategic
priorities. Our board has the right skills and expertise to support the
company’s strategy. We continue to believe that the value, quality and
diversity of our directors are some of Walmart’s greatest strategic
With the proposed changes, the Walmart board will maintain its current
independent majority at 67 percent. The board’s 12 nominees, if elected,
represent an effective mix of deep company knowledge and fresh
perspectives, including five independent board members added over the
past four years. Walmart has placed a focus on technology with the
additions of Marissa Mayer, president and CEO of Yahoo! Inc., and Kevin
Systrom, CEO and co-founder of Instagram. In addition, Penner, appointed
board chairman in 2015, provides extensive expertise in technology,
finance and international business.
James I. Cash, Jr., Lead Independent Director, stated, “The changes we
are making are designed to maximize our effectiveness as we adapt to
ever-evolving customer requirements. We believe that board refreshment
and succession planning are critical and demonstrate good corporate
governance practices, but also and most importantly, support our mission
to broaden and improve how we are serving customers through both stores
About Aida Alvarez
Alvarez is rotating off of the board after a decade of service,
consistent with Walmart’s corporate governance guidelines.
Alvarez began serving on the board in 2006 and was a member of the Audit
Committee, the Compensation, Nominating and Governance Committee, as
well as the Technology and eCommerce Committee during her tenure. She
was Administrator of the U.S. Small Business Administration and a member
of President Clinton’s Cabinet from 1997 to 2001. Alvarez was the
founding director of the Office of Federal Housing Enterprise Oversight,
the financial regulator of Fannie Mae and Freddie Mac, from 1993 to
1997, and prior to that was a vice president in public finance at First
Boston and Bear, Stearns & Co., Inc. She currently serves as a director
of HP Inc. and formerly served as a director of MUFG Americas Holdings
Corporation, MUFG Union Bank N.A. and PacifiCare Health Systems, Inc.
(now United Healthcare).
“We would like to thank Aida for her invaluable service to Walmart, her
commitment to associates and also for her contributions throughout her
career in public policy, philanthropy and as a champion for diversity
and inclusion,” said Penner. “She has always been an advocate of strong
corporate governance, and the board will miss her expertise and
About Roger Corbett
Corbett joined the Walmart board in 2006 and is also rotating off of the
board, consistent with Walmart’s corporate governance guidelines.
Corbett is the retired CEO and group managing director of Woolworths
Limited, based in Australia. He is a former founding director of Outback
Stores, a commercial venture supported by the government to provide
retail facilities for communities in remote Australia, and until
recently was a director of The Reserve Bank of Australia, the chairman
of Fairfax Media Limited and the chairman of PrimeAg Australia. He is
also the chairman of Mayne Pharma Group Limited. Corbett has served on
the Strategic Planning and Finance Committee.
“Roger’s industry expertise in retail and merchandising has been an
outstanding asset to our board. We have greatly appreciated his unique
insight in successfully managing multinational corporations. He has
demonstrated leadership in the roles he assumed, the key contributions
he has made and his commitment to our shareholders,” Penner said.
About Mike Duke
Duke’s retirement from the board is in line with Walmart’s historical
practice for its prior CEOs’ board membership.
Duke was president and CEO of Wal-Mart Stores, Inc., from 2009 to 2014.
Starting in 1995, he led the logistics, distribution and administration
divisions, as well as Walmart U.S. From 2005 to 2009, he served as vice
chairman, with responsibility for Walmart International. Prior to
joining Walmart, Duke spent 23 years in the retail industry with
Federated Department Stores and May Department Stores. He joined the
Walmart board in 2008 and was a member of the Strategic Planning and
“Walmart has benefited from Mike’s leadership for more than 20 years,”
said Penner. “His professionalism and integrity and his perspective and
guidance have helped lead Walmart to the path it is on today in areas
that have included talent, technology, diversity, social and
environmental issues and serving customers through both our online and
About Jim Walton
Jim Walton’s retirement from the board and the nomination of Steuart
Walton, his son, mark a leadership transition to the next generation of
Walton family representation. Jim Walton served on the board for over 10
years and was a member of the Technology and eCommerce Committee, as
well as the Strategic Planning and Finance Committee during his tenure.
Jim Walton is chairman and CEO of Arvest Bank Group, Inc., a group of
banks operating in Arkansas, Kansas, Missouri and Oklahoma. Until
recently, he served as chairman of Community Publishers, Inc., which
operated newspapers in Arkansas, Missouri and Oklahoma.
“We would like to thank Jim for his many contributions to our board for
over a decade and his personal commitment as a board member to doing
what is best for Walmart, our associates and shareholders as we build on
the company’s success now and in the years to come. He has proudly
carried on the legacy of Sam Walton and that stands to continue with the
nomination of Steuart Walton to take his place,” Penner said.
About Steuart L. Walton
Steuart L. Walton is the Chief Executive Officer of Game Composites,
Ltd., a company he founded in 2013 that designs and builds small
composite aircraft. He previously worked for the London office of Allen
& Overy, LLP handling matters related to debt and equity offerings by
non-U.S. entities. He also worked for Walmart International, focusing on
mergers and acquisitions.
Historically, three members of the Walton family have been members of
the company’s board. The Compensation, Nominating and Governance
Committee and board believe this is appropriate given the Walton
family’s significant and long-term equity ownership, and that Steuart
Walton is qualified in light of his skills and background.
“We are pleased that Steuart has been nominated to join our company’s
board,” said Penner. “Given his strong history and familiarity with
Walmart, he clearly understands the company’s mission and vision as he
is prepared to carry on the next generation of family leadership. His
career in law and his experience as an entrepreneur will allow him to
bring valuable insight to our board.”
Annual Shareholders’ Meeting
Walmart’s Board of Directors will consist of 12 members if all nominees
are elected at Walmart’s Annual Shareholders’ Meeting on June 3. Those
standing for election and for re-election to the board include: Greg
Penner, Jim Cash, Pam Craig, Tim Flynn, Tom Horton, Marissa Mayer, Doug
McMillon, Steve Reinemund, Kevin Systrom, Rob Walton, Steuart Walton and
For more information regarding the board’s nominees for election at the
company’s 2016 Annual Shareholders’ Meeting, as well as other matters to
be considered at the meeting, please see http://news.walmart.com/events/walmart-shareholders-meeting-2016.
Wal-Mart Stores, Inc. (NYSE: WMT) helps people around the world save
money and live better – anytime and anywhere – in retail stores, online,
and through their mobile devices. Each week, nearly 260 million
customers and members visit our 11,528 stores under 72 banners in 28
countries and e-commerce websites in 11 countries. With fiscal year 2016
revenue of $482.1 billion, Walmart employs approximately 2.3 million
associates worldwide. Walmart continues to be a leader in
sustainability, corporate philanthropy and employment opportunity.
Additional information about Walmart can be found by visiting http://corporate.walmart.com on
Facebook at http://facebook.com/walmart and
on Twitter at http://twitter.com/walmart.
Wal-Mart Stores, Inc.
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