Shareholder Vote

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 2, 2023 ( May 31, 2023 ) 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 class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.10 per share WMT NYSE 2.550% Notes Due 2026 WMT26 NYSE 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 May 31, 2023, Walmart Inc. (the “Company”) held its Annual Shareholders’ Meeting (the “Meeting”). As of the close of business on April 6, 2023, the record date for the Meeting, there were 2,697,346,823 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 2,450,141,005 (90.83%) 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 20, 2023. 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 2,212,167,254 22,131,191 4,144,190 211,698,370 Timothy P. Flynn 2,204,027,353 30,304,579 4,110,703 211,698,370 Sarah J. Friar 2,211,796,764 22,729,552 3,916,319 211,698,370 Carla A. Harris 2,150,262,586 85,515,975 2,664,074 211,698,370 Thomas W. Horton 2,139,071,311 95,955,860 3,415,464 211,698,370 Marissa A. Mayer 2,174,339,438 60,205,120 3,898,077 211,698,370 C. Douglas McMillon 2,204,646,130 29,702,956 4,093,549 211,698,370 Gregory B. Penner 2,179,335,555 56,202,888 2,904,192 211,698,370 Randall L. Stephenson 2,160,204,237 75,381,250 2,857,148 211,698,370 S. Robson Walton 2,192,567,986 41,901,870 3,972,779 211,698,370 Steuart L. Walton 2,195,712,997 38,714,095 4,015,543 211,698,370 Company Proposals Advisory Vote on the Frequency of Future Say-on-Pay Votes. The Company’s shareholders voted upon a nonbinding, advisory proposal regarding the frequency of future say-on-pay votes, as described in the Company’s proxy statement dated April 20, 2023. The votes on this proposal were as follows: 1 Year 2 Year 3 Years Abstain Broker Non-Votes 2,216,964,605 1,914,411 16,817,355 2,746,264 211,698,380 Based on this result and in accordance with the previous recommendation of the Company’s Board of Directors, the Company will hold a nonbinding, advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of shareholder votes on executive compensation. 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 20, 2023. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 1,775,184,578 457,965,148 5,292,909 211,698,370 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, 2024. The votes on this proposal were as follows: For Against Abstain 2,406,282,499 41,417,952 2,440,554 There were no broker non-votes with respect to this proposal. Shareholder Proposals The Company’s shareholders voted upon and rejected a shareholder proposal requesting a policy regarding worker pay in executive compensation. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 96,295,552 2,132,251,898 9,895,185 211,698,370 Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on human rights due diligence. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 128,677,938 2,097,167,112 12,597,585 211,698,370 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: For Against Abstain Broker Non-Votes 405,505,705 1,822,547,487 10,389,443 211,698,370 The Company’s shareholders then voted upon and rejected a shareholder proposal requesting a racial and gender layoff diversity report. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 32,484,252 2,194,523,406 11,434,977 211,698,370 Next, the Company’s shareholders voted upon and rejected a shareholder proposal request to require shareholder approval of certain future bylaw amendments. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 127,168,258 2,105,224,665 6,049,712 211,698,370 The Company’s shareholders then voted upon and rejected a shareholder proposal requesting a report on reproductive rights and data privacy. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 116,994,063 2,098,229,620 23,218,952 211,698,370 Next, the Company’s shareholders then voted upon and rejected a shareholder proposal requesting a report on Company operations dependent on and vulnerable to China. The votes on this proposal were as follows: For Against Abstain Broker Non-Votes 29,319,635 2,193,655,176 15,467,824 211,698,370 T he 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: For Against Abstain Broker Non-Votes 532,387,119 1,696,106,443 9,949,073 211,698,370 Finally, and pursuant to the advance notice requirement of the Company’s amended and restated bylaws, t he 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: For Against Abstain Broker Non-Votes 1,123 2,238,400,829 0 211,698,370 1 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 2, 2023 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 2