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 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 class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.10 per share WMT New York Stock Exchange 2.550% Notes due 2026 WMT26 New York Stock Exchange 1.050% Notes due 2026 WMT26A New York Stock Exchange 1.500% Notes due 2028 WMT28C New York Stock Exchange 4.875% Notes due 2029 WMT29B New York Stock Exchange 5.750% Notes due 2030 WMT30B New York Stock Exchange 1.800% Notes due 2031 WMT31A New York Stock Exchange 5.625% Notes due 2034 WMT34 New York Stock Exchange 5.250% Notes due 2035 WMT35A New York Stock Exchange 4.875% Notes due 2039 WMT39 New 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: Nominee For Against Abstain Broker Non-Votes Cesar Conde 6,663,354,901 29,259,723 7,271,448 630,945,292 Timothy P. Flynn 6,618,260,758 74,656,594 6,968,720 630,945,292 Sarah J. Friar 6,665,365,190 27,840,620 6,680,262 630,945,292 Carla A. Harris 6,481,902,946 211,361,994 6,621,132 630,945,292 Thomas W. Horton 6,302,870,033 387,674,102 9,341,937 630,945,292 Marissa A. Mayer 6,562,440,282 130,712,998 6,732,792 630,945,292 C. Douglas McMillon 6,666,948,433 26,120,040 6,817,599 630,945,292 Brian Niccol 6,680,181,404 12,160,863 7,543,805 630,945,292 Gregory B. Penner 6,599,674,639 93,118,292 7,093,141 630,945,292 Randall L. Stephenson 6,519,772,179 172,900,670 7,213,223 630,945,292 Steuart L. Walton 6,662,209,809 30,956,536 6,719,727 630,945,292 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: For Against Abstain Broker Non-Votes 6,186,027,386 501,360,064 12,498,622 630,945,292 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: For Against Abstain 7,200,820,178 121,712,575 8,298,611 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: For Against Abstain Broker Non-Votes 49,618 6,699,836,148 306 630,945,292 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: For Against Abstain Broker Non-Votes 837,664,219 5,828,630,107 33,591,746 630,945,292 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: For Against Abstain Broker Non-Votes 1,030,165,512 5,643,611,334 26,109,226 630,945,292 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: For Against Abstain Broker Non-Votes 773,568,285 5,860,715,147 65,602,640 630,945,292 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: For Against Abstain Broker Non-Votes 294,769,269 6,372,320,195 32,796,608 630,945,292 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: For Against Abstain Broker Non-Votes 31,377,887 6,642,249,593 26,258,592 630,945,292 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 1,278,547,992 5,397,035,079 24,303,001 630,945,292 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: For Against Abstain Broker Non-Votes 25,635,076 6,648,239,511 26,011,485 630,945,292 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