UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Walmart Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

MESSAGE FROM OUR CHAIRMAN

Dear Fellow Shareholders: In last year’s letter, I highlighted some of the ways in which the COVID-19 pandemic had accelerated many customer trends we had already been focused on. Looking back at the past year, I am even more confident in our strategy going forward. As it always has, our strategy starts with putting the customer first, by running great stores and offering seamless delivery and pickup services, all while maintaining our focus on everyday low prices. That is enabling us to diversify our business model and deepen our relationships with our customers. We continue to expand our flywheel model by broadening offerings such as financial services, health and wellness, marketplace, fulfillment, last-mile delivery, and advertising. We are committed to doing all this in a way that drives long-term shareholder value by creating shared value for all of our stakeholders, including customers, associates, suppliers, business partners, and communities. In late 2020, we set a goal to become a regenerative company - one that works to restore, renew, and replenish in addition to preserving our planet, and encourages others to do the same. The Board reinforced this commitment in 2021 when it adopted Walmart's Statement on Climate Policy, which sets forth our key goals and strategies for climate action. None of this would be possible without the dedication and creativity of our associates. We continue to invest in our associates, and since 2015, we raised minimum starting wages by more than 65% for our hourly associates in the U.S. We also continue to invest in training and development, and in 2021 announced that we will pay 100% of college tuition and books for eligible associates enrolled in Live Better U. Your Board is highly engaged in overseeing our strategic transformation during this time of rapid change. I am confident that the Board has the right mix of diverse skills, experience, and backgrounds to serve as a strategic asset for our company, and is well-positioned to continue to guide us in the years to come. Thank you for your continued support of Walmart, and I encourage you to attend our virtual shareholders’ meeting.Regardless of whether you are able to join us live virtually for the 2022 Annual Shareholders’ Meeting, your views are important to us, and I encourage you to vote your Shares as described on page 104. Sincerely, Gregory B. Penner,Chairman

2022 Proxy Statement 1

MESSAGE FROM OUR
LEAD INDEPENDENT DIRECTOR

Dear Fellow Shareholders: As I look back at my four years as your Lead Independent Director, I have seen first-hand that your Board’s engagement and commitment to robust oversight is a key to driving sustainable, long-term value through a period of rapid change. I believe this commitment has served us well during the extraordinary challenges of the past two years. As Walmart’s transformation continues to accelerate, the skills, qualifications, experience, and backgrounds that the Board needs to maximize its effectiveness will continue to evolve. Our Board conducts a rigorous succession planning process, which has resulted in four new independent directors - including female and diverse directors - joining the Board in the last five years. Our 12-year term limits for independent directors promote a disciplined director refreshment process and give us visibility into future Board turnover, which we believe is an advantage in Board succession planning. We believe this approach to Board refreshment has resulted in a diverse and highly skilled Board with the right mix of perspectives, experience, and tenures to guide us through this exciting time. Your Board actively seeks and values feedback from shareholders and other stakeholders. Since our 2021 Annual Shareholders’ Meeting, we have engaged with shareholders representing approximately 490 million Shares on topics including strategy, governance, compensation, sustainability, human capital management, and diversity, equity and inclusion. This feedback is regularly shared with the Nominating and Governance Committee of the Board, which I chair, and has helped inform our decision-making and shape the disclosure in this proxy statement. We are also committed to ensuring that our compensation program continues to be tied to performance in a way that supports our strategy during this period of rapid change. The Board’s Compensation and Management Development Committee regularly reviews our incentive plan design and performance metrics to ensure that they promote strong operating results while enabling investments that support our ongoing transformation. You can learn more about our executive compensation program in the CD&A beginning on page 41. Thank you for your investment in Walmart, and I encourage you to attend our virtual shareholders' meeting. The Board continues to work to represent your interests and earn your trust. Sincerely, Thomas W. Horton, Lead Independent Director

2 www.walmart.com

NOTICE OF 2022

ANNUAL SHAREHOLDERS’ MEETING

How to Attend the Virtual Shareholders' Meeting

Virtual Shareholders’ Meeting at:www.virtualshareholdermeeting.com/WMT2022 Like prior years, our 2022 Annual Shareholders’ Meeting will be held in a virtual meeting format only with no physical location. Shareholders who held Shares as of the record date may attend the meeting online by logging in at:www.virtualshareholdermeeting.com/WMT2022 on the date and time provided in this notice. You will not be able to attend the meeting in person. The live audio webcast for the meeting will begin promptly at 10:30 a.m., Central Time on Wednesday, June 1, 2022. Please see pages 103-107 for additional information about how to access, vote, examine the list of shareholders, and submit questions during the meeting. For shareholders of record who are entitled to attend the meeting, the list of shareholders of record will be available during the meeting at www.virtualshareholdermeeting.com/WMT2022. Who Can Vote The record date for the 2022 Annual Shareholders’ Meeting is April 8, 2022. This means that you are entitled to receive notice of the meeting and vote your Shares held as of that date during the meeting if you were a shareholder of record as of the close of business on April 8, 2022.

Items of Business

To elect as directors the 11 nominees identified in this proxy statement.		To vote on a non-binding, advisory resolution to approve the compensation of Walmart’s named executive officers.		To ratify the appointment of Ernst & Young LLP as the company’s independent accountants for the fiscal year ending January 31, 2023.		To vote on the 7 shareholder proposals described in the accompanying proxy statement, if properly presented at the meeting.
(PAGE 8) ➔		(PAGE 40) ➔		(PAGE 77) ➔		(PAGE 82) ➔
Vote		Vote		Vote		Vote
							each Shareholder Proposal

Shareholders may also transact any other business properly brought before the 2022 Annual Shareholders’ Meeting or any adjournment or postponement thereof.

How to Cast Your Vote➔ (PAGE 104)

INTERNET (BEFORE THE MEETING)www.proxyvote.com	CALL 1-800-690-6903	MOBILE DEVICE Scan the QR code on your proxy card, notice of internet availability of proxy materials, or voting instruction form	MAIL Mail your signed proxy card or voting instruction form	DURING THE VIRTUAL MEETING Please see pages 103-107 for details about how to attend and vote your Shares during the virtual meeting.

April 21, 2022
By Order of the Board of Directors,

Rachel BrandExecutive Vice President, Global Governance, Chief Legal Officer, and Corporate Secretary

This proxy statement and our Annual Report to Shareholders for the fiscal year ended January 31, 2022, are available in the “Investors” section of our corporate website athttp://stock.walmart.com/annual-reports.

2022 Proxy Statement 3

PROXY VOTING SUMMARY

You have received these proxy materials because the Board is soliciting your proxy to vote your Shares during the 2022 Annual Shareholders’ Meeting or any adjournment or postponement thereof. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote your Shares, and you should read the entire proxy statement carefully before voting. Page references (“XX”) are supplied to help you find further information in this proxy statement. Please refer to the Table of Abbreviations beginning on page 111 for the meaning of certain terms used in this summary and the rest of this proxy statement. This proxy statement and the related proxy materials were first released to shareholders and made available on the internet on April 21, 2022. Shareholders who held Shares as of the close of business on the record date can attend the virtual meeting at www.virtualshareholdermeeting.com/WMT2022.
	PROPOSAL NO. 1Election of Directors(page 8) ➔
	Board Demographics
	Age55 years Median Age Tenure •8 yearsMedian Tenure •12-year term limit for Independent Directors •4 nomineeswere appointed in the last 5 years; 3 of whom are women or racially/ethnically diverse	Highly Engaged Board •Actively involved in Walmart’s strategic transformation •98% overall attendance rate at Board and Board committee meetings during fiscal 2022 •5 Board and 19 Board committee meetings during fiscal 2022		Independence •7 of 11 nominees are independent and 10 of 11 nominees are non-management •All members of the Audit Committee; Compensation and Management Development Committee; and Nominating and Governance Committee are independent •Robust Lead Independent Director role
	Relevant Skills and Experience The nominees possess a balance of distinguished leadership, diverse perspectives, strategic skill sets, and professional experience relevant to our business and strategic objectives, including:
	Senior Leadership Experience		Retail Experience
	Finance, Accounting, or Financial Reporting Experience		Global or International Business Experience
	Regulatory, Legal, or Risk Management Experience		Technology or eCommerce Experience
	Women		Marketing or Brand Management Experience
	Racially/ethnically diverse

The Board recommends a vote FOReach director nominee.

4 www.walmart.com

Proxy Voting Summary

PROPOSAL NO. 2Advisory Vote to Approve Named Executive Officer Compensation(page 40) ➔

Compensation Aligned with Performance

•Executive compensation program aligned with our strategy and heavily tied to performance

•More than 75% of our CEO’s fiscal 2022 target total direct compensation was based on achieving goals related to operating income, sales, and ROI

Fiscal 2022 Total Direct Compensation (at target)

The Board recommends a
vote FOR this proposal.

2022 Proxy Statement 5

Proxy Voting Summary

PROPOSAL NO. 3 Ratification of Independent Accountants(page 77) ➔		PROPOSALS NO. 4-10 Shareholder Proposals, in each case, if properly presented at the meeting (page 82) ➔
Quality, Experienced Independent Audit Firm •Ernst & Young LLP is an independent registered accounting firm with significant experience on Walmart’s audit. •The firm’s expertise and fees are appropriate for the breadth and complexity of our company’s global operations.		Each shareholder proposal included in this proxy statement is followed by Walmart’s response. For the reasons set forth in Walmart’s responses, the Board recommends a vote AGAINST each shareholder proposal, if properly presented at the meeting.
The Board recommends a vote FOR this proposal.		The Board recommends a vote AGAINST each shareholder proposal.

This document may include forward-looking statements within the meaning of Section 21E of the Exchange Act that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, goals, commitments and strategies made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. The forward-looking statements in this document are subject to certain risks, uncertainties and other factors including the risks relating to the company’s strategy, operations and performance and the financial, legal, tax, regulatory, compliance, reputational, and other factors discussed in the “Risk Factors” and other sections of the company’s Annual Report on Form 10-K for fiscal 2022 and subsequent filings with the SEC, which are available at http://www.sec.gov. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. We undertake no obligation to revise or update any of the forward-looking statements or information, which speak as of their respective dates.

6 www.walmart.com

TABLE OF CONTENTS

Message from our Chairman	1
Message from our Lead Independent Director	2
Notice of 2022 Annual Shareholders' Meeting	3
Proxy Voting Summary	4
PROPOSAL NO. 1 Election of Directors	8
Overview of Director Nominees and Committee Assignments	8
Board Demographics	9
Board Skills Criteria and Qualifications	10
Director Nominees for 2022	12
Board Refreshment and Succession Planning	19
Corporate Governance	20
Corporate Governance Highlights	20
Board Structure and Effectiveness	21
Key Board Responsibilities	27
Board Processes and Practices	32
Director Compensation	38
PROPOSAL NO. 2 Advisory Vote to Approve Named Executive Officer Compensation	40
Executive Compensation	41
Compensation Discussion and Analysis (See Separate Table of Contents)	41
Compensation Committee Report	66
Risk Considerations in our Compensation Program	66
Compensation Committee Interlocks and Insider Participation	67
Executive Compensation Tables	68
Summary Compensation	68
Fiscal 2022 Grants of Plan-Based Awards	70
Outstanding Equity Awards at Fiscal 2022 Year-End	71
Fiscal 2022 Option Exercises and Stock Vested	72
Fiscal 2022 Nonqualified Deferred Compensation	73
Walmart’s Deferred Compensation Plans	74
Potential Payments Upon Termination or Change in Control	75
CEO Pay Ratio	76

PROPOSAL NO. 3 Ratification of Independent Accountants	77
Engagement of Independent Accountants	77
Audit Committee Pre-Approval Policy	78
Independent Accountant Fees	79
Audit Committee Report	80
Shareholder Proposals	82
Proposal No. 4 Report on Animal Welfare Practices	83
Proposal No. 5 Create a Pandemic Workforce Advisory Council	86
Proposal No. 6 Report on Impacts of Reproductive Healthcare Legislation	89
Proposal No. 7 Report on Alignment of Racial Justice Goals and Starting Wages	91
Proposal No. 8 Civil Rights and Non-Discrimination Audit	94
Proposal No. 9 Report on Charitable Donation Disclosures	97
Proposal No. 10 Report on Lobbying Disclosures	99
Stock Ownership	101
Equity Compensation Plan Information	101
Holdings of Major Shareholders	101
Holdings of Officers and Directors	102
Annual Meeting Information	103
2022 Annual Shareholders’ Meeting – Virtual Meeting	103
Voting	104
Proxy Materials	108
Shareholder Submissions for the 2023 Annual Shareholders’ Meeting	109
Other Matters	110
Table of Abbreviations	111
Annex A	113
Non-GAAP Financial Measures	113

2022 Proxy Statement 7

PROPOSAL NO. 1ELECTION OF DIRECTORS

What am I voting on?

You are voting to elect each nominee named below as a director of Walmart for a one-year term. If you return your proxy, your proxy holder will vote your Shares FOR the election of each Board nominee named below unless you instruct otherwise. If the shareholders elect all the director nominees named in this proxy statement at the 2022 Annual Shareholders’ Meeting, Walmart will have 11 directors. Each director nominee named in this proxy statement has consented to act as a director of Walmart if elected. If a nominee becomes unwilling or unable to serve as a director, your proxy holder will have the authority to vote your Shares for any substitute candidate nominated by the Board, or the Board may decrease the size of the Board.

Overview of Director Nominees and Committee Assignments

Seven of our eleven Board nominees are independent, and all members of the Audit Committee, the CMDC, and the NGC are independent. Our Board has separated the roles of Chairman and CEO, and we have a robust Lead Independent Director role. Despite their significant Share ownership, only three members of the Walton family serve as non-management Board members.

Board Committees: l Chair l Member

	Audit		Nominating and Governance		Technology and eCommerce
	Compensation and Management Development		Strategic Planning and Finance

	Cesar Conde Independent Chairman of NBCUniversal News Group Age48 | Director Since2019 Other Public Company Boards 1		Carla Harris Independent Senior Client Advisor, Morgan Stanley Age59 | Director Since 2017 Other Public Company Boards1
	Tim Flynn Independent Retired Chairman and CEO, KPMG Age65 | Director Since 2012 Other Public Company Boards 2		Tom Horton Lead Independent Director Partner, Global Infrastructure Partners; and retired Chairman, American Airlines Age 60 | Director Since 2014 Other Public Company Boards 1
	Sarah Friar Independent CEO and Director, Nextdoor Holdings, Inc. Age49 | Director Since2018 Other Public Company Boards 2		Marissa Mayer Independent Co-founder and CEO, Sunshine Products, Inc.; and Former President and CEO, Yahoo! Inc. Age46 | Director Since2012 Other Public Company Boards 0

8 www.walmart.com

Proposal No. 1 Election of Directors

Board Demographics

Our Board nominees bring a variety of backgrounds, qualifications, skills and experiences that contribute to a well-rounded Board uniquely positioned to effectively guide our strategy and oversee our operations in a rapidly evolving retail industry.

Independence				Highly Engaged Board Actively involved in Walmart’s strategy 98% overall attendance rate at Board and Board committee meetings during fiscal 2022 19 Board committee meetings and 5 Board meetings during fiscal 2022 Thoughtful Board Refreshment 12-year term limit for Independent Directors 4 of the nominees joined the Board in the last 5 years, 3 of whom are women or racially/ethnically diverse Adopted policy to include women and racially/ethnically diverse candidates in all director candidate pools Ongoing Board and committee succession planning
64% Independent
Age
55 years		56 years
BOARD NOMINEE MEDIAN AGE		BOARD NOMINEE AVERAGE AGE
Gender		Racial/Ethnic Diversity
27% Female		18% Racially/Ethnically Diverse
Tenure
8 years		10 years
BOARD NOMINEE MEDIAN TENURE		BOARD NOMINEE AVERAGE TENURE

	Doug McMillon President and CEO, Walmart Age 55 | Director Since 2013 Other Public Company Boards 0		Rob Walton Retired Chairman, Walmart Age 77 | Director Since 1978 Other Public Company Boards 0
	Greg Penner Non-Executive Chairman General Partner, Madrone Capital Partners Age 52 | Director Since 2008 Other Public Company Boards 0		Steuart Walton Founder and Chair, RZC Investments Age 40 | Director Since 2016 Other Public Company Boards 0
	Randall Stephenson Independent Retired Executive Chair and CEO, AT&T Age 61 | Director Since 2021 Other Public Company Boards 0

2022 Proxy Statement 9

Proposal No. 1 Election of Directors

Board Skills Criteria and Qualifications

What qualifications do the Nominating and Governance Committee and the Board consider when selecting candidates for nomination? At Walmart, we believe an effective Board should be made up of individuals who collectively provide an appropriate balance of distinguished leadership, diverse perspectives and viewpoints, strategic skill sets, and professional experience relevant to our business and strategic objectives. The NGC selects potential candidates on the basis of outstanding achievement in their professional careers; broad experience and wisdom; personal and professional integrity; ability to make independent, analytical inquiries; experience and understanding of the business environment; willingness and ability to devote adequate time to Board duties; and such other experience, attributes, and skills that the NGC determines qualify candidates for service on the Board. Because we take a shared-value approach and integrate ESG priorities into our strategy, the Board believes that our approach of seeking directors with the skills and experiences identified in this proxy statement has resulted in a Board whose backgrounds, skills, and experience are appropriate for oversight of our ESG strategy. The NGC also considers whether a potential candidate satisfies the independence and other requirements for service on the Board and its committees, as set forth in the NYSE Listed Company Rules and the SEC’s rules. Additional information regarding qualifications for service on the Board and the nomination process for director candidates is set forth in the NGC’s charter and our Corporate Governance Guidelines, which are available on the Corporate Governance page of our website at http://stock.walmart. com/ investors/corporate-governance/ governance-documents.	Director Skills Criteria: The NGC and Board regularly review the skills and experiences relevant to our Board in light of our ongoing strategic transformation. Depending on the current composition of the Board and Board committees and expected future turnover on our Board, the NGC generally seeks director candidates with experience, skills, or background in one or more of the following areas: Experience and Skills Relevant to the Successful Oversight of our Strategy
		Retail ExperienceAs the world’s largest retailer, we seek directors who possess an understanding of financial, operational, and strategic issues facing large retail companies.
		Technology or eCommerce Experience In order to support our omni-channel strategy to combine our unique physical and digital assets and capabilities, we seek directors with experience in related industries who can provide advice and guidance on the development and uses of technology as well as eCommerce, omni-channel, and digital businesses.
		Global or International Business Experience Directors with broad international exposure provide useful business and cultural perspectives, and as a global organization, we seek directors with experience at multinational companies or in international markets.
		Marketing or Brand Management Experience Directors with relevant experience in consumer marketing or brand management, especially on a global basis, provide important insights to our Board.
	Experience and Skills Relevant to Effective Oversight and Governance
		Senior Leadership Experience Directors who have served in relevant senior leadership positions bring unique experience and perspective. We seek directors who have demonstrated expertise in governance, strategy, development, human capital management, workforce development, and execution.
		Regulatory, Legal, or Risk Management Experience Our company’s business requires compliance with a variety of regulatory requirements across a number of federal, state, and international jurisdictions. Our Board values the insights of directors who have experience advising or working at companies in regulated industries, and it benefits from the perspectives of directors with governmental, public policy, legal, and risk management experience and expertise.
		Finance, Accounting, or Financial Reporting Experience We value an understanding of finance and financial reporting processes because of the importance our company places on accurate financial reporting and robust financial controls and compliance. We also seek to have multiple directors who qualify as audit committee financial experts.
		Board Diversity Diversity, equity and inclusion are values embedded in our culture and fundamental to our business. We believe that a board comprised of directors with diverse backgrounds, experiences, and perspectives and viewpoints improves the dialogue and decision-making in the boardroom and contributes to overall Board effectiveness. The Board assesses the effectiveness of its approach to Board diversity as part of the Board and committee evaluation process.

10 www.walmart.com

Proposal No. 1 Election of Directors

Summary of Director Nominee Qualifications and Experience

The chart below identifies the balance of skills and qualifications each director nominee brings to the Board. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the NGC as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide strategic advice and effective oversight to our management.

		Experience and Skills Relevant to the Successful Oversight of our Strategy				Experience and Skills Relevant to Effective Oversight and Governance
Director Nominee		Retail	Global or International Business	Technology or eCommerce	Marketing or Brand Management	Senior Leadership	Finance, Accounting, or Financial Reporting	Regulatory, Legal, or Risk Management
	Cesar Conde
	Tim Flynn
	Sarah Friar
	Carla Harris
	Tom Horton
	Marissa Mayer
	Doug McMillon
	Greg Penner
	Randall Stephenson
	Rob Walton
	Steuart Walton
TOTAL

2022 Proxy Statement 11

Proposal No. 1 Election of Directors

Director Nominees for 2022

The Board recommends that shareholders vote FOR each of the nominees named below for election to the Board.

Who are the 2022 director nominees?

Based on the recommendation of the NGC, the Board has nominated the following candidates for election as directors at the 2022 Annual Shareholders’ Meeting. All eleven nominees were previously elected by our shareholders at the 2021 Annual Shareholders’ Meeting. The information provided below includes, for each nominee, his or her age, principal occupation and employment during the past five years, the year in which he or she first became a director of Walmart, each Board committee on which he or she currently serves, whether he or she is independent, and directorships of other public companies held by each nominee during the past five years.

	Cesar Conde  INDEPENDENT DIRECTOR
	Age: 48 Joined the Board: 2019	Board Committees: Audit TeCC	Other Current Public Company Directorships: PepsiCo, Inc.

Career Highlights

May 2020 to present	Chairman of NBCUniversal News Group, a global media and entertainment company
October 2015 to May 2020	Chairman of NBCUniversal Telemundo Enterprises and NBCUniversal International Group
2013 to 2015	Executive Vice President of NBCUniversal, including oversight of NBCUniversal International and NBCUniversal Digital Enterprises
2009 to 2013	President of Univision Networks, a leading American media company with a portfolio of Spanish language television networks, radio stations, and digital platforms
2003 to 2009	Variety of senior executive capacities at Univision Networks, where he is credited with transforming it into a leading global, multi-platform media brand
2002 to 2003	White House Fellow for Secretary of State Colin L. Powell
Prior to 2002	Positions at StarMedia Network, the first internet company focused on Spanish- and Portuguese-speaking audiences globally

Further Information

Mr. Conde has served on the board of directors of PepsiCo, Inc. since March 2016, and from August 2014 to April 2019 he served on the board of directors of Owens Corning. He also is a Trustee of the Aspen Institute and the Paley Center for Media, and he has served as a Young Global Leader for the World Economic Forum. Mr. Conde holds a B.A. with honors from Harvard University and an M.B.A. from the Wharton School at the University of Pennsylvania.

Skills and Qualifications

	The Board benefits from Mr. Conde’s broad experience with large media companies that produce and distributehigh-quality contentacross a range of broadcast, cable, anddigital platforms.
	Mr. Conde brings valuable perspectives in business, finance, and media gained from his experience in a variety ofsenior leadership roles at large,global media companies.
	With his senior leadership experience at large,multi-platform mediacompanies such as NBCUniversal and Univision, Mr. Conde brings valuable perspectives regarding consumerandmedia landscapes.

12 www.walmart.com

Proposal No. 1 Election of Directors

	Timothy P. Flynn  INDEPENDENT DIRECTOR
	Age: 65 Joined the Board: 2012	Board Committees: Audit (Chair) TeCC	Other Current Public Company Directorships: JPMorgan Chase & Co. UnitedHealth Group Incorporated

Career Highlights

2007 to 2011	Chairman of KPMG International (“KPMG”), a global professional services organization that provides audit, tax, and advisory services
2005 to 2010	Served as Chairman of KPMG LLP in the U.S., the largest individual member firm of KPMG
2005 to 2008	CEO of KPMG LLP
Prior to 2005	Held various leadership roles at KPMG, including as Global Head of Audit, and Vice Chairman, Audit and Risk Advisory Services, with operating responsibility for Audit, Risk Advisory and Financial Advisory Services practices

Further Information

Mr. Flynn joined the board of directors of UnitedHealth Group Incorporated in January 2017 and has served as a member of the board of directors of JPMorgan Chase & Co. since 2012. Mr. Flynn also served on the board of Alcoa Corporation from November 2016 until May 2021. He previously served as a member of the board of directors of The Chubb Corporation from September 2013 until its acquisition in January 2016. He also previously served as a trustee of the Financial Accounting Standards Board, a member of the World Economic Forum’s International Business Council, and a director of the International Integrated Reporting Council. Mr. Flynn graduated from the University of St. Thomas, St. Paul, Minnesota and is a member of the school’s board of trustees.

Skills and Qualifications

	Mr. Flynn has more than 32 years of experience in risk management, financial services, financial reporting, and accounting.
	Mr. Flynn also brings extensive experience with issues facing complex, global companies, and expertise in accounting, auditing, risk management, and regulatory affairs for such companies.
	In addition, Mr. Flynn brings his experiences in executive leadership positions at KPMG and his service on the boards of directors of other large public companies.

	Sarah J. Friar  INDEPENDENT DIRECTOR
	Age: 49 Joined the Board: 2018	Board Committees: Audit SPFC (Chair)	Other Current Public Company Directorships: Nextdoor Holdings, Inc. Dragoneer Growth Opportunities Corp. III

Career Highlights

December 2018 to present	CEO, President and Chairperson of the Board of Nextdoor Holdings, Inc. (previously Nextdoor, Inc.), the neighborhood network that connects neighborhood stakeholders, including neighbors, businesses, and public services, online and in real life to build stronger, more vibrant, and resilient neighborhoods
July 2012 to November 2018	CFO of Block, Inc. (previously Square, Inc.)
2011 to 2012	Senior Vice President of Finance & Strategy at Salesforce.com, Inc.
2000 to 2011	Various positions at The Goldman Sachs Group, Inc. including as a Managing Director in the Equity Research Division and other various positions where she focused on corporate finance, and mergers and acquisitions
Prior to 2000	McKinsey & Company

Further Information

Ms. Friar has served as a director of Nextdoor Holdings, Inc. since November 2021 and as a director of Dragoneer Growth Opportunities Corp. III since March 2021. She previously served as a director of Slack Technologies, Inc. from March 2017 until July 2021, Dragoneer Growth Opportunities Corp. from August 2020 until July 2021, Dragoneer Growth Opportunities Corp. II from November 2020 until December 2021, and New Relic, Inc., a software analytics company, from December 2013 until April 2018. Ms. Friar is the co-founder of Ladies Who Launch, a nonprofit organization focused on empowering female entrepreneurs. Ms. Friar is a Fellow of the inaugural class of the Finance Leaders Fellowship Program and a member of the Aspen Global Leadership Network. Ms. Friar graduated from the University of Oxford with a Master of Engineering in Metallurgy, Economics, and Management and also from Stanford Graduate School of Business with an M.B.A.

Skills and Qualifications

	Ms. Friar brings financial, accounting, and risk management expertise as the former CFO of a multinational publicly-traded company and from her prior experience with a multinational investment banking firm.
	The Board benefits from her leadership experienceas the CEO of a large platform that connects neighbors and her prior experience as the CFO of a publicly-traded company and other various leadership positions at Square, Salesforce.com, and Goldman Sachs.
	Ms. Friar brings a global perspectivegained from her experience as the CEO of a multinational company that supports customers across a variety of businesses and industries.
	The Board also benefits from Ms. Friar’s perspective regarding eCommerce and information technologyin light of her leadership positions with digital community-based platforms and a publicly-traded company that provides managed payments and point-of-sale systems for businesses and mobile financial offerings for consumers.

2022 Proxy Statement 13

Proposal No. 1 Election of Directors

	Carla A. Harris  INDEPENDENT DIRECTOR
	Age: 59 Joined the Board: 2017	Board Committees: CMDC* NGC SPFC	Other Current Public Company Directorships: Cummins Inc.
	*  Ms. Harris will be appointed as Chair of the CMDC contingent upon her re-election at the 2022 Annual Shareholders' Meeting.

Career Highlights

December 2021 to present	Senior Client Advisor at Morgan Stanley, a multinational investment bank and financial services company
2013 to December 2021	Vice Chair, Wealth Management and Head of Multicultural Client Strategy for Morgan Stanley
2012 to December 2021	Managing Director and Senior Client Advisor for Morgan Stanley
Since 1987	Member and a leader on execution teams across mergers and acquisitions, equity capital markets and asset management, and has held a number of other positions during her tenure with Morgan Stanley

Further Information

Ms. Harris is a senior client advisor at Morgan Stanley. She is responsible for being a co-portfolio manager of the Next Level Fund and advising the Multicultural Innovation Lab. Her prior experience with Morgan Stanley includes investment banking, equity capital markets, equity private placements, and initial public offerings in a number of industries such as technology, media, retail, telecommunications, transportation, healthcare, and biotechnology. In August 2013, President Obama appointed Ms. Harris to serve as Chair of the National Women’s Business Council. She has served on the board of directors of Cummins Inc. since May 2021, and she is expected to join the board of MetLife, Inc. effective in April 2022. She currently serves on the boards of several nonprofit organizations including Seize Every Opportunity, Sesame Workshop, Mother Cabrini Health Foundation, and Landit. She serves as an advisor to the NBA Player's Association and is a member of the Board of Overseers for Harvard University. Ms. Harris holds a B.A. magna cum laude from Harvard University and also holds an M.B.A. from Harvard Business School.

Skills and Qualifications

	Ms. Harris brings broad-based and valuable insights infinance and strategygained from more than 30 years of experience at a prominent global investment bankingfirm.
	The Board benefits from Ms. Harris’ senior leadership experience at Morgan Stanley. The Board values Ms. Harris’ extensive work experience in aregulated industry and advising clients across a broad range of other regulated industries.

	Thomas W. Horton  LEAD INDEPENDENT DIRECTOR
	Age: 60 Joined the Board: 2014	Board Committees: Audit Executive Committee NGC (Chair) SPFC	Other Current Public Company Directorships: General Electric Company

Career Highlights

April 2019 to present	Partner, Global Infrastructure Partners, a global infrastructure investment firm
October 2015 to April 2019	Senior Advisor at Warburg Pincus LLC, a private equity firm focused on growth investing
2013 to 2014	Chairman of American Airlines Group Inc. (“American”)
2011 to 2013	Chairman and CEO of American
2010 to 2011	President of American
2006 to 2010	Executive Vice President of Finance and Planning at American
2002 to 2005	Served in various roles at AT&T Corporation, including as Vice Chairman and CFO
1985 to 2002	Served in various roles at American, including as Senior Vice President and CFO

Further Information

Mr. Horton has served on the board of directors of General Electric Company since April 2018, where he has served as Lead Director since October 2018. From August 2019 to March 2022, he served on the board of directors of EnLink Midstream, LLC, a portfolio company of Global Infrastructure Partners that provides midstream energy services. From 2008 to March 2019, Mr. Horton served on the board of directors of QUALCOMM Incorporated. Mr. Horton also serves on the executive board of the Cox School of Business at Southern Methodist University.

Skills and Qualifications

	Mr. Horton brings unique insights gained from his executive leadershiproles at large, global, publicly-traded companies.
	Our Board benefits from Mr. Horton’s leadership experience in several complex,international industries.
	In addition, Mr. Horton brings valuable perspective developed from more than 30 years of experience in finance, accounting, auditing, and risk management. Mr. Horton also brings financial expertise to the Board, having held a chief financial officer position in several complex international industries.

14 www.walmart.com

Proposal No. 1 Election of Directors

	Marissa A. Mayer  INDEPENDENT DIRECTOR
	Age: 46 Joined the Board: 2012	Board Committees: CMDC TeCC	Other Current Public Company Directorships: None

Career Highlights

March 2018 to present	Ms. Mayer is the co-founder and CEO of Sunshine Products, Inc. (formerly Lumi Labs Inc.), a technology startup focused on making everyday tasks, like contact management or scheduling, magical.
2012 to June 2017	President and CEO and a member of the board of directors of Yahoo! Inc. (“Yahoo”) (now Altaba Inc.). At Yahoo, she led the internet giant’s push to reinvent itself for the mobile era. With a renewed focus on user experience, Ms. Mayer grew Yahoo to serve over 1 billion people worldwide - with over 600 million mobile users - and transformed its advertising approach.
1999 to 2012	Led Google Search for more than a decade, as well as Google Maps, Gmail, and Google News. She was one of Google’s earliest employees, later moving into leadership roles as a member of their Operating Committee.

Further Information

In July 2019, Ms. Mayer joined the board of directors of Go Forward, Inc., a company that combines virtual and in-person primary care practice. Since April 2019, Ms. Mayer has served on the board of directors of Maisonette, LLC, an online company focused on providing customized shopping experiences in children’s luxury brands and boutique clothing, accessory, and home decor items. From March 2013 until October 2016, Ms. Mayer served on the board of directors for AliphCom, which operated as Jawbone. She also serves on the board of the San Francisco Ballet, and she previously served on the foundation board for the Forum of Young Global Leaders at the World Economic Forum from 2013 to 2020. Ms. Mayer holds a bachelor’s degree in symbolic systems and a master’s degree in computer science from Stanford University.

Skills and Qualifications

	Ms. Mayer brings extensive expertise intechnology and consumer internetindustries, and her senior leadership experienceis demonstrated by her executive role at a prominent consumer internet company and her positions on the boards of several nonprofit organizations.
	Ms. Mayer brings distinguished experience in internet product development, engineering, and brand management.
	The Board values Ms. Mayer’s insights into global businessand strategy gained from her experience as the CEO of a global company.

	C. Douglas McMillon  PRESIDENT AND CEO AND DIRECTOR
	Age: 55 Joined the Board: 2013	Board Committees: Executive Committee (Chair)	Other Current Public Company Directorships: None

Career Highlights

2014 to present	President and CEO of Walmart
2009 to 2014	Executive Vice President, President and CEO, Walmart International
2005 to 2009	Executive Vice President, President and CEO, Sam’s Club
Prior to 2005	Mr. McMillon has held a variety of other leadership positions since joining our company 31 years ago

Further Information

Mr. McMillon has served as a member of the board of the Business Roundtable since 2014, where he also served as chairman from January 2020 through December 2021. He also serves as a member of the boards of directors of a number of organizations, including The Consumer Goods Forum, Tsinghua University School of Economics and Management, and Crystal Bridges Museum of American Art.

Skills and Qualifications

	Mr. McMillon brings years of executive leadership experienceat our company and extensive expertise in corporate strategy, development, and execution.
	In addition, Mr. McMillon brings extensive knowledge and unique experience leading Walmart’s Internationalsegment.
	The Board benefits from Mr. McMillon’s 30+ years of retail experience and his leadership role developing and executing ouromni-channel strategy.

2022 Proxy Statement 15

Proposal No. 1 Election of Directors

	Gregory B. Penner*NON-EXECUTIVE CHAIRMAN
	Age: 52 Joined the Board: 2008	Board Committees: Executive Committee	Other Current Public Company Directorships: None
	*Greg Penner is the son-in-law of Rob Walton.

Career Highlights

2015 to present	Chairman of the Board of Walmart
2014 to 2015	Vice Chairman of the Board of Walmart
2005 to present	General Partner of Madrone Capital Partners, LLC, an investment management firm
2002 to 2005	Walmart’s Senior Vice President and CFO – Japan
2001 to 2002	Senior Vice President of Finance and Strategy for Walmart.com
Prior to 2001	General Partner at Peninsula Capital, an early stage venture capital fund, and a financial analyst for Goldman, Sachs & Co.

Further Information

In May 2020, Mr. Penner joined the board of trustees of the Corporation of Brown University. He previously served on the board of directors of Baidu, Inc. from May 2004 to December 2017 and Hyatt Hotels Corporation from August 2007 to September 2014.

Skills and Qualifications

	Mr. Penner brings expertise instrategic planning, finance, and investment matters, including prior experience as a CFO for our company’s operations in Japan, and his service on the boards of directors of public and private companies in a variety of industries.
	The Board benefits from Mr. Penner’s retail experiences with our company’s operations internationally and at Walmart.com, as well as his leadershipservice as our non-executive Chairman.
	In addition, Mr. Penner has broad knowledge ofinternational business, particularly in Japan and China.
	Mr. Penner brings unique expertise gained through both his service with the company and as a director of various technology companies.

	Randall L. Stephenson  INDEPENDENT DIRECTOR
	Age: 61 Joined the Board:  2021	Board Committees:* CMDC SPFC	Other Current Public Company Directorships: None
	*  Mr. Stephenson will be appointed to the NGC contingent upon his re-election at the 2022 Annual Shareholders' Meeting.

Career Highlights

July 2020 to January 2021	Executive Chairman of the Board, AT&T Inc. (“AT&T”), a leading provider of telecommunications, media, and technology services globally
2007 to July 2020	Chairman of the Board and Chief Executive Officer, AT&T, also served as President from 2007 until September 2019
2004 to 2007	Chief Operating Officer, AT&T
2001 to 2004	Chief Financial Officer, AT&T
Prior to 2002	Various positions at AT&T, including as Corporate Controller and other various positions

Further Information

In addition to his service on the board of directors of AT&T from 2005 until his retirement in January 2021, Mr. Stephenson also had previously served on the boards of directors of The Boeing Company from February 2016 to December 2017 and Emerson Electric Co. from June 2006 to December 2017. Mr. Stephenson previously served as the chairman of the Business Roundtable from 2014 to 2016, and he currently serves on the boards of Boy Scouts of America and the PGA Tour. He has a B.S. in accounting from Central State University (now known as the University of Central Oklahoma) and earned his Master of Accountancy degree from the University of Oklahoma.

Skills and Qualifications

	Mr. Stephenson brings valuable experience gained from his nearly 40 years of service at AT&T, where at different times during his career he served in various high-level financial and operational positions at a company in a regulated industry.
	In addition, Mr. Stephenson brings unique operations and marketing experience at a large international telecommunications, media, and technology company, where he was responsible for leading the development, evolution, and execution of AT&T’s strategy during a period of change in the industry.
	Mr. Stephenson brings valuable executive leadership experience gained from a large international telecommunications, media, and technology company.

16 www.walmart.com

Proposal No. 1 Election of Directors

	S. Robson Walton*  DIRECTOR
	Age: 77 Joined the Board: 1978	Board Committees: SPFC Executive Committee	Other Current Public Company Directorships: None
	*Greg Penner is the son-in-law of Rob Walton, and Steuart Walton is the nephew of Rob Walton.

Career Highlights

1978 to present	Mr. Walton was the Chairman of Walmart from 1992 to June 2015 and has been a member of the Board since 1978. Prior to becoming Chairman, he had been an officer of the company since 1969 and held a variety of positions during his service, including Senior Vice President, Corporate Secretary, General Counsel, and Vice Chairman
Prior to 1978	Partner with the law firm of Conner & Winters in Tulsa, Oklahoma, during which time he also served as an officer of Walmart from 1969 to 1978

Further Information

In addition to his duties at Walmart, Mr. Walton is involved with a number of nonprofit and educational organizations, including Conservation International, where he previously served as Chairman of that organization’s executive committee, and the College of Wooster, where he is an Emeritus Life Trustee for the college. Mr. Walton is also an Emeritus Trustee for the African Parks Foundation, U.S.A.

Skills and Qualifications

	Mr. Walton brings decades of leadership experience with Walmart and his expertise in strategic planning gained through his service on the boards and other governing bodies of nonprofit organizations.
	Mr. Walton has extensive legal, risk management, and corporate governance expertise gained as Walmart’s Chairman, Corporate Secretary, and General Counsel and as an attorney in private practice.
	The Board benefits from Mr. Walton’s in-depth knowledge of our company, its history and the global retail industry, all gained through more than 40 years of service on the Board and more than 20 years of service as our company’s Chairman.

	Steuart L. Walton*  DIRECTOR
	Age: 40 Joined the Board: 2016	Board Committee: TeCC (Chair)	Other Current Public Company Directorships: None
	*Steuart Walton is the nephew of Rob Walton.

Career Highlights

May 2016 to present	Founder and Chairman of RZC Investments, LLC, an investment business
2015 to present	Co-founder of Runway Group, LLC, a holding company that makes investments in real estate, outdoor initiatives, and hospitality
2013 to November 2017	Founder of Game Composites, Ltd., a company that manufactures carbon fiber aircraft and aircraft parts. He served as the CEO of Game Composites from its founding until November 2017
2011 to 2013	Senior Director, International Mergers and Acquisitions, Walmart International division
2007 to 2010	Associate at Allen & Overy, LLP in London, where he advised companies on securities offerings

Further Information

Mr. Walton serves on the boards of directors of Rapha Racing Limited, Crystal Bridges Museum of American Art, and the Smithsonian National Air and Space Museum. From August 2018 to January 2021, he served as a member of the board of directors of Flipkart Private Limited. He is a graduate of Georgetown University Law Center, and he holds a bachelor’s degree in business administration from the University of Colorado, Boulder.

Skills and Qualifications

	Mr. Walton brings broad-based and valuable international legal and regulatory experience gained from his work on complex, international financial transactions.
	Mr. Walton has a strong history and familiarity with our company and its global retail and eCommerce operations. He also brings valuable leadership, financial, and omni-channel insights gained from his entrepreneurial experiences and investments, as well as his experience gained as chair of the TeCC and prior service on the board of Flipkart.

2022 Proxy Statement 17

Proposal No. 1 Election of Directors

Are there any directors not standing for re-election?

Yes. Steven S Reinemund will retire from the Board at the conclusion of his current term and will not stand for re-election at the 2022 Annual Shareholders’ Meeting. As a result, the size of the Board will be reduced to 11 directors as of the 2022 Annual Shareholders' Meeting. In accordance with the term limits set forth in our Corporate Governance Guidelines, Mr. Reinemund is retiring from our Board after 12 years of service.

	Steven S Reinemund  INDEPENDENT DIRECTOR
	Age:74 Joined the Board: 2010	Board Committees: CMDC (Chair) NGC TeCC	Other Current Public Company Directorships: Vertiv Holdings Co. Catalyst Partners Acquisition Corp.

Career Highlights

December 2019 to present	Managing Partner at Highline Group, a family office of strategic operators
June 2014 to December 2019	Advisory role at Wake Forest University as Executive-in-Residence
2008 to 2014	Dean of Business and Professor of Leadership and Strategy at Wake Forest University
2006 to 2007	Chairman of the Board of PepsiCo, Inc. (“PepsiCo”)
2001 to 2006	Chairman and CEO of PepsiCo
1999 to 2001	President and Chief Operating Officer at PepsiCo
1996 to 1999	Chairman and CEO of Frito-Lay, Inc. (“Frito-Lay”)

Further Information

Mr. Reinemund has served as a director of Catalyst Partners Acquisition Corp. since May 2021. He previously served as a director of GS Acquisition Holdings Corp II from July 2020 until October 2021, and he also served as a director of GS Acquisition Holdings Corp. from June 2018 until February 2020, until the completion of business combination transactions that resulted in Vertiv Holdings Co., where Mr. Reinemund continues to serve on the board of directors. From 2007 until May 2020, Mr. Reinemund served as a director of each of Exxon Mobil Corporation and Marriott International, Inc. He previously served as a director of American Express Company from 2007 to 2015 and Johnson & Johnson from 2003 to 2008. Mr. Reinemund served on the board of directors of Chick-fil-A, Inc. from June 2015 to December 2021, and he is a member of the boards of trustees of The Cooper Institute and the U.S. Naval Academy Foundation.

Skills and Qualifications

	Mr. Reinemund has considerable international business leadership experience gained through his service as Chairman and CEO of a global public company, his service as dean of a prominent business school, and his service on the boards of several large companies in a variety of industries.
	Mr. Reinemund also brings valuable experience with large,international businesses.
	In addition, Mr. Reinemund’s experience in executive leadership positions at PepsiCo and Frito-Lay provides valuable insights to our Board regarding brand management, marketing, finance, and strategic planning.

18 www.walmart.com

Proposal No. 1 Election of Directors

Board Refreshment and Succession Planning

The NGC is responsible for identifying and evaluating potential director candidates, for reviewing the composition of the Board and Board committees, and for making recommendations to the full Board on these matters. The NGC actively manages the Board succession planning process throughout the year, informed by the following considerations:

	Director Tenure Policies Allows Board to anticipate future Board and committee turnover	The Board believes that a mix of longer-tenured directors and newer directors with fresh perspectives contributes to an effective Board. In order to promote thoughtful Board refreshment, the Board has adopted the following tenure policies for Independent Directors, as set forth in Walmart’s Corporate Governance Guidelines: Term Limit:Independent Directors are expected to commit to at least six years of service and may not serve for more than 12 years. Retirement Age:Unless they have not yet completed their initial six-year commitment, Independent Directors may not stand for re-election after age 75.
	Board/Committee Evaluations Identify skill sets that would enhance Board effectiveness
	Director Recruitment Identify a diverse pool of director talent with desired background and skill sets
	Director Onboarding Tailored onboarding enables new directors to learn our business and contribute quickly

The Board may make exceptions to the term limit and retirement age if circumstances warrant. For example, the Board could extend the term limit or retirement age for an individual director with particular skills or qualifications that are valuable to the Board’s effectiveness until a suitable replacement is found. Similarly, an Independent Director may retire before serving 12 years in order to stagger turnover on the Board or a Board committee. The Board believes these policies provide discipline to the Board refreshment process and have resulted in a diverse Board with an effective mix of skills and experiences, as shown on page 4.

From time to time, the NGC engages third-party consultants to assist it with the Board refreshment process and to help cultivate a pipeline of potential future director candidates. The Board has adopted a policy that all director candidate pools will include women and racially/ethnically diverse candidates. As a part of the process of identifying potential director candidates, the NGC may also consult with other directors and senior officers. If the NGC decides to proceed with further consideration of a potential candidate, the Chair of the NGC and other members of the NGC, as well as other members of the Board, may interview the candidate. The NGC then may recommend that the full Board appoint or nominate the candidate for election to the Board.

2022 Proxy Statement 19

CORPORATE GOVERNANCE

Effective corporate governance is essential for maximizing long-term value for our shareholders. Our beliefs have been grounded in being a values-based ethically led organization, and it’s this foundation that continues to influence our decisions and leadership.

Our governance structure is set forth in our Corporate Governance Guidelines and other key governance documents. These guidelines are reviewed at least annually and updated as appropriate in response to evolving best practices, regulatory requirements, feedback from our annual Board evaluations, and recommendations made by our shareholders, all with the goal of supporting and effectively overseeing our ongoing strategic transformation.

Corporate Governance Highlights

Our strong corporate governance practices demonstrate our Board’s commitment to enabling an effective structure to support the successful oversight of our strategy.

Board Independence Majority Independent Board Lead Independent Director Governance Committees are Fully Independent Other Board and Board Committee Practices Separate Chair and CEO Oversight of Risk and Enterprise Strategy Oversight of Human Capital Management Oversight of Political and Social Engagement and ESG Strategy Robust Stock Ownership Guidelines No Hedging and Restrictions on Pledging No Employment Agreements with NEOs No Change-in-Control Provisions Policy to include women and ethnically diverse candidates in all new director candidate pools Board Performance	The Board’s Year in Strategy The Board’s activities are structured to oversee Walmart’s strategy and to provide advice and counsel to management. The Board, working closely with the executive management team, has committed to important initiatives to better serve our customers and pursue our key objectives of making every day easier for busy families, sharpening our culture and becoming more digital, operating with discipline, and making trust a competitive advantage. Over the past year, and among other matters, the Board was involved in these governance and strategy discussions and actions: Walmart’s ongoing investments in associate wages, training and education to support our omni-channel transformation Ongoing review of our international portfolio of operations Approval of Walmart's Statement on Climate Policy Oversight of our flywheel enterprise strategy
Board Oversight of Company Strategy
Annual Board Evaluations Robust Shareholder Engagement Commitment to Board Refreshment and Succession Planning Focus on Management Development and Succession Planning Shareholder Rights Market Standard Proxy Access Right Shareholder Right to Call Special Meetings No Poison Pill No Supermajority Voting Requirements Annual Election of All Directors Majority Voting for Director Elections

20 www.walmart.com

Corporate Governance

Board Structure and Effectiveness

Board Leadership Structure

The leadership structure of our Board is designed to promote robust oversight, independent viewpoints, and the promotion of the overall effectiveness of the Board. The Board annually reviews its leadership structure as part of the process described on page 26. As discussed on page 101, approximately 47% of our company’s Shares are held by members of the family of Sam Walton, our company’s founder. Three generations of Walton family members have served on our Board, which demonstrates the Walton family’s interest in and commitment to the long-term success of our company. Despite their substantial ownership in the company, the members of the Walton family traditionally have held only three seats on our Board.

Our current Board leadership structure consists of:
NON-EXECUTIVE CHAIRMAN	LEAD INDEPENDENT DIRECTOR	PRESIDENT AND CEO
Greg Penner	Tom Horton	Doug McMillon
Primary Responsibilities •Presides over meetings of the Board and shareholders •Focuses on Board oversight and governance matters •Provides advice and counsel to the CEO •Agenda review process	Primary Responsibilities •Liaison between Independent Directors and Chairman •Agenda review process •Board and Board committee evaluations •Shareholder engagement	Primary Responsibilities •Leadership of Walmart’s complex global business •Implements strategic initiatives •Development of robust management team

We have separated the Chairman and CEO roles since 1988. By separating these roles, our CEO is able to focus on executing our strategy and managing Walmart’s complex daily operations, and our Chairman, who is an Outside Director, can devote his time and attention to matters of Board oversight and governance.

We have had a Lead Independent Director since 2004. The role of the Lead Independent Director is designed to enhance the candor and communication between the independent members of the Board, the Chairman, and the CEO. Our Lead Independent Director is appointed annually by the independent members of the Board and has a robust set of responsibilities, including:

•presiding over executive private sessions of the Outside Directors and the Independent Directors;

•authority to call meetings of the directors, including separate meetings of the Outside Directors and the Independent Directors; and

•is available, when appropriate, for consultation with major shareholders.

Mr. Horton became our Lead Independent Director immediately following our 2018 Annual Shareholders’ Meeting. In addition to his role as Lead Independent Director, Mr. Horton also serves as the Chair of the NGC, which means he also oversees the annual Board evaluation process and actively participates in the work related to overall Board effectiveness, including Board development, succession planning, and refreshment.

2022 Proxy Statement 21

Corporate Governance

Board Committee Chairs: Our Board committees play a critical role in the oversight of our governance and strategy, and each Board committee has access to management and the authority to retain independent advisors as it deems appropriate. Each of the governance-related Board committees, as well as our Strategic Planning and Finance Committee, is led by an independent chair.

Governance Committees				Strategy Committees
	INDEPENDENT CHAIR	INDEPENDENT CHAIR	INDEPENDENT CHAIR		INDEPENDENT CHAIR	CHAIR
	Tim Flynn	Steve Reinemund*	Tom Horton		Sarah Friar	Steuart Walton
	Audit	Compensation and Management Development	Nominating and Governance		Strategic Planning and Finance	Technology and eCommerce

*    Mr. Reinemund is not standing for re-election. Carla Harris, an Independent Director, will be appointed as Chair of the CMDC contingent upon her re-election at the 2022 Annual Shareholders' Meeting.

Board Committees

To enhance the effectiveness of the Board’s risk oversight function, the Board regularly reviews its committee structure and committee responsibilities to ensure that the Board has an appropriate committee structure focused on matters of strategic and governance importance to Walmart. When possible, Independent Directors are appointed to serve on at least one strategy committee and one governance committee. Currently, the Board has six standing committees, which are described below. In addition to the duties described below, our Board committees perform the risk oversight functions described on page 27.

Strategic Planning and Finance Committee

2 MEETINGS DURING FISCAL 2022 5 MEMBERS Sarah Friar, Chair Carla Harris Tom Horton Rob Walton Randall Stephenson		All five members have global or international business experience		Four members havefinance, accounting, or financial reporting experience
		All five members have senior leadership experience		One member hasretail experience
		Four members have regulatory, legal, or risk management experience		Two members have technology or eCommerce experience

Primary Responsibilities

•Reviews global financial policies and practices and reviews and analyzes financial matters, acquisition and divestiture transactions

•Oversees long-range strategic planning

•Reviews and recommends a dividend policy to the Board

•Reviews the preliminary annual financial plan and annual capital plan to be approved by the Board, as well as the company’s capital structure and capital expenditures

22 www.walmart.com

Corporate Governance

Technology and eCommerce Committee

2 MEETINGS DURING FISCAL 2022 5 MEMBERS Steuart Walton, Chair Cesar Conde Tim Flynn Marissa Mayer Steve Reinemund#		All five members have global or international business experience		Three members havetechnology or eCommerce experience
		Four members have senior leadership experience		Three members havemarketing or brand management experience
		One member hasfinance, accounting, or financial reporting experience		Two members have regulatory, legal, or risk management experience

#    not standing for re-election

Primary Responsibilities

•Reviews and provides guidance on the company’s eCommerce, omni-channel, and digital businesses in key markets and in ways that weave together the company’s unique physical and digital assets and capabilities; development and uses of technology; modernization and ongoing evolution of the company’s technology infrastructure; adoption of effective ways of working; data assets, capabilities, and data use cases for commercial purposes; and measurement and tracking of key metrics related to the company’s omni-channel digital enterprise

•Reviews and provides guidance regarding trends relevant to an omni-channel digital enterprise

Audit Committee*

7 MEETINGS DURING FISCAL 2022 4 MEMBERS Tim Flynn, Chair Cesar Conde Sarah Friar Tom Horton		All four members have global or international business experience		All four members havesenior leadership experience
		Three members havefinance, accounting, or financial reporting experience		Two members have regulatory, legal, or risk management experience
		Two members havetechnology or eCommerce experience

Primary Responsibilities

•Reviews the financial statements and oversees the financial reporting policies, procedures, and internal controls

•Responsible for the appointment, compensation, retention, and oversight of the independent accountants

•Pre-approves audit, audit-related, and non-audit services to be performed by Walmart’s independent accountants

•Reviews and approves any related person transactions and other transactions subject to our Transaction Review Policy

•Reviews risk assessment and risk management process and policies, processes and procedures regarding compliance with applicable laws and regulations, as well as Code of Conduct and Reporting Protocols for Senior Financial Officers

•Reviews risks related to information systems, information security, data privacy, and cybersecurity

•Oversees internal investigatory matters

•Oversees Walmart’s global ethics and compliance program

•Oversees the company’s internal audit function

*Independence and financial literacy:The Board has determined that each member of the Audit Committee is independent as defined by the Exchange Act, the SEC’s rules, and the NYSE Listed Company Rules. Each Audit Committee member named above is financially literate as required by NYSE Listed Company Rules. The Board has determined that Tim Flynn, Sarah Friar, and Tom Horton are “audit committee financial experts” as defined in the SEC’s rules.

2022 Proxy Statement 23

Corporate Governance

Compensation and Management Development Committee*

6 MEETINGS DURING FISCAL 2022 4 MEMBERS Steve Reinemund, Chair# Carla Harris# Marissa Mayer Randall Stephenson		All four members haveglobal or international business experience		Two members have technology or eCommerce experience
		All four members havesenior leadership experience		Two members have finance, accounting, or financial reporting experience
		Three members havemarketing or brand management experience		Two members haveregulatory, legal, or risk management experience

#    Mr. Reinemund is not standing for re-election. Ms. Harris, an Independent Director, will be appointed as Chair of the CMDC contingent upon her re-election at the 2022 Annual Shareholders' Meeting.

Primary Responsibilities

•In consultation with the CEO, approves compensation of Executive Officers other than the CEO, and reviews compensation ofother senior officers

•Reviews and approves the compensation of the CEO and recommends to the Board the compensation of the Outside Directors

•Sets performance measures and goals and verifies the attainment of performance goals under our incentive compensation plans

•Reviews workforce development, education, training, compensation, and benefits matters

•Oversees the management development, succession planning, and retention practices for Executive Officers and senior leaders

•Oversees culture, diversity, equity and inclusion initiatives

*    Independence:The Board has determined that each member of the CMDC is independent as defined by the Exchange Act, the SEC’s rules, and the NYSE Listed Company Rules; and is a “non-employee director” as defined in the SEC’s rules.

Nominating and Governance Committee*

2 MEETINGS DURING FISCAL 2022 3 MEMBERS Tom Horton, Chair Carla Harris Steve Reinemund#		All three members have global or international business experience		Two members have finance, accounting, or financial reporting experience
		All three members have senior leadership experience		Two members have regulatory, legal, or risk management experience
		One member has marketing or brand management experience

#    Mr. Reinemund is not standing for re-election. Randall Stephenson, an Independent Director, will be appointed to the NGC contingent upon his re-election at the 2022 Annual Shareholders' Meeting.

Primary Responsibilities

•Oversees corporate governance issues and makes recommendations to the Board

•Identifies, evaluates, and recommends candidates for nomination to the Board

•Reviews and makes recommendations to the Board regarding director independence

•Reviews and advises management on legislative affairs and public policy engagement, as well as on social, community, and sustainability initiatives, including those related to climate change

*Independence:The Board has determined that each member of the NGC is independent as defined by the NYSE Listed Company Rules.

24 www.walmart.com

Corporate Governance

The last standing committee of the Board is responsible for various administrative matters.

Executive Committee

0 MEETINGS* DURING FISCAL 2022

4 MEMBERS

Doug McMillon, Chair

Tom Horton

Greg Penner

Rob Walton

Primary Responsibilities

•Implements policy decisions of the Board

•Acts on the Board’s behalf between Board meetings

*The Executive Committee acted by unanimous written consent 9 times during fiscal 2022, primarily for routine actions such as the annual review of the charter of the committee and the appointment and removal of officers pursuant to our Bylaws. Each unanimous written consent was reviewed and ratified by the Board.

Governing Documents

In addition to our Corporate Governance Guidelines, each standing committee of the Board has a written charter, which defines the roles and responsibilities of the Board committee. The Board committee charters and the Corporate Governance Guidelines, all of which are available on our corporate website, provide the overall framework for our corporate governance practices. The NGC and the Board review the Corporate Governance Guidelines, and the NGC, the Board, and each Board committee review the Board committee charters at least annually to determine whether any updates or revisions to these documents may be necessary or appropriate.

2022 Proxy Statement 25

Corporate Governance

Board Evaluations

The Board is committed to using its annual Board evaluation process as an important tool for promoting effectiveness and continuous improvement. In fiscal 2022, the process was conducted under the leadership of the Lead Independent Director. From time to time, the Board has engaged a third-party consulting firm to lead the evaluation process in order to bring an outside perspective.

Our Board Evaluation Process

	Questionnaires Each director completes a detailed questionnaire.	Topics covered include, among others: •The effectiveness of the Board’s leadership structure and the Board committee structure; •Board and committee skills, composition, diversity, and succession planning; •Board culture and dynamics, including the effectiveness of discussion and debate at Board and committee meetings; •The quality of Board and committee agendas and the appropriateness of Board and committee priorities; and •Board/management dynamics, including management development and succession planning and the quality of management presentations and information provided to the Board and committees.
	Action Items These evaluations have consistently found that the Board and Board committees are operating effectively.	Over the past several years, this evaluation process has contributed to various refinements in the way the Board and Board committees operate, including: •Reducing the size of the Board to promote engagement and input into our strategic decision-making; •Changing the Board committee structure to create a separate Compensation and Management Development Committee and a Nominating and Governance Committee; •Changing committee assignments so that Independent Directors generally sit on one “strategy” committee and one “governance” committee; •Ensuring that Board and committee agendas are appropriately focused on strategic priorities and provide adequate time for director input; •Additional responsibilities for our Lead Independent Director, including active participation in the agenda-setting process for the Board and Board committees; and •Increased focus on continuous Board succession planning and refreshment, including developing and maintaining a long-term director candidate pipeline.

Director Onboarding and Engagement

All directors are expected to invest the time and energy required to quickly gain an in-depth understanding of our business and operations in order to enhance their strategic value to our Board. We develop tailored onboarding plans for each new director. Shortly after joining our Board, each new director has “learn the business” meetings with the leaders of key operational and corporate support functions. Occasionally, a Board meeting is held at a location away from our home office, usually in a market in which we operate. In connection with these Board meetings, our directors learn more about the local business market through meetings with our business leaders in these markets, visits to our stores and other facilities in the local market, and visits to the stores of our competitors. We also sometimes hold a Board meeting near one of our other facilities, where our Board members participate in intensive sessions focused on our strategies and operations.

26 www.walmart.com

Corporate Governance

Our Board members are also expected to participate in other company activities and engage directly with our associates at a variety of events throughout the year. While the COVID-19 pandemic limited instances of participating at in-person meetings and travel, several of our Board members attended and participated in various virtual diversity, equity, and inclusion events that were hosted by the company during the year. Other examples of activities and events that members of our Board have participated in during the past few years include:

•attending Walmart leadership meetings and accompanying senior business leaders on trips to domestic and international markets;

•touring facilities with our compliance associates;

•speaking at various Walmart culture, diversity, equity and inclusion events; and

•attending and speaking at meetings of Walmart business segments, divisions, and corporate support departments.

Board Meetings and Director Attendance

The Board held a total of five meetings during fiscal 2022. The Outside Directors and Independent Directors met regularly in separate executive sessions, with the Lead Independent Director presiding over those sessions. As a whole, during fiscal 2022, our directors attended approximately 98% of the aggregate number of Board meetings and meetings of Board committees on which they served.Each director attended at least 75% of all Board meetings and meetings of Board committees on which he or she served.

All directors are expected to attend the company’s annual shareholders’ meetings. While the Board understands that there may be situations that prevent a director from attending an annual shareholders’ meeting, the Board encourages all directors to make attendance at all annual shareholders’ meetings a priority.

All members of the Board attended the 2021 Annual Shareholders’ Meeting.

Key Board Responsibilities

The Board’s Strategic Oversight Role

The Board has oversight responsibility for our company’s business strategy and strategic planning. Walmart operates in a rapidly changing environment that requires significant Board engagement with our strategy. As Walmart continues to transform its business, the Board works with management to respond to a dynamically changing environment. Given the iterative nature of this transformation, the Board’s oversight over strategy is a continuous process. Throughout the year, the Board and its committees oversee and guide management with respect to a variety of strategic matters, and strategic discussions are embedded in Board and Board committee meetings. Walmart’s Independent Directors also regularly hold executive sessions without management present, at which sessions strategy is discussed.

While the Board and its committees oversee our strategic planning process, management is responsible for executing our strategy. The Board receives regular updates and engages actively with our senior management team regarding key strategic initiatives, technology updates, competitive and economic trends, and other developments. The Board’s oversight and our management’s execution of our business strategy are intended to help promote the creation of long-term shareholder and stakeholder value in a sustainable manner, with a focus on assessing both potential opportunities available to us and risks that we might encounter.

The Board’s Role in Risk Oversight

Taking reasonable and responsible risks is an inherent part of Walmart’s business and is critical to our continued innovation, growth, and achievement of our strategic objectives. The Board and the Board committees actively oversee and monitor the management of the most significant risks that could impact our company. The Board does not view risk in isolation, but instead considers risk in conjunction with its oversight of Walmart’s strategy and operations.

2022 Proxy Statement 27

Corporate Governance

Walmart identifies, assesses, and assigns responsibility for managing risks through its annual enterprise risk management process, other internal processes, and internal control environment. The Board, Board committees, and management coordinate risk oversight and management responsibilities in a manner that we believe serves the long-term interests of our company and our shareholders through established periodic reporting and open lines of communication.

Board Oversight
•Has primary responsibility for overseeing risk management •Evaluates and approves strategic objectives and defines risk tolerance •Delegates certain risk management oversight responsibilities to Board committees and receives regular reports from Board committee chairs regarding risk-related matters •Engages with and receives regular reports from management regarding risk-related matters
	Technology and eCommerce Committee			Strategic Planning and Finance Committee			Audit Committee
						•Responsible for oversight of overall risk identification, monitoring, and mitigation processes and policies Oversees risks associated with: •Financial statements, systems, and reporting •Legal, ethics, and compliance •Information systems, information security, data privacy, and cybersecurity •Related person transactions •Internal investigatory matters
Oversees risks associated with: •Integration of information technology, eCommerce, and innovation efforts with overall strategy •Emerging trends in technology and eCommerce			Oversees risks associated with: •Financial status and financial matters, including capital expenditures, annual financial plans, and dividend policies •Long-range strategic plans •Potential acquisitions and divestitures
	Compensation and Management Development Committee			Nominating and Governance Committee
Oversees risks associated with: •Senior executive compensation •Senior executive development, succession planning, and retention •Human capital management, including pay; benefits; diversity, equity, and inclusion; recruiting and retention; and culture			Oversees risks associated with: •Corporate governance •Director succession planning •Social, community, and sustainability initiatives, including those related to climate change •Charitable giving strategy •Legislative affairs and public policy engagement strategy
Strategic and Operational Management Committees		Legal, Regulatory and Compliance Risk Management Committees			Financial Risk Management Committees			Global Audit Services
Management Oversight Management is responsible for the enterprise risk assessment process and the day-to-day management of risks. Management considers risks in categories which include, but are not limited to, the following: •Strategic risks •Reputational risks •Financial risks •Legal, regulatory, and compliance risks •Operational risks, including information systems, information security, data privacy, cybersecurity, physical security, geopolitical, supply chain, and the long-term impacts of climate change, whether involving physical or transition risks

Additional information regarding risks considered by management can be found in Item 1A Risk Factors in the company’s Annual Report on Form 10-K for fiscal 2022. Additional information regarding the roles and responsibilities of our Board committees can be found under “Board Committees” beginning on page 22.

28 www.walmart.com

Corporate Governance

Management Development and Succession Planning

Our Board places a high value in developing a talented and diverse pipeline of leaders. The CMDC has primary responsibility for executive succession planning, and senior management development is a regular topic on the agendas for meetings of the CMDC.

At these meetings, the members of our CMDC, in consultation with our CEO, our Chief People Officer, and others as the CMDC may deem appropriate, review development plans for current senior leaders, the pipeline of potential future leaders, and executive succession plans, including succession plans for our CEO position. This process has contributed to two successful CEO transitions since 2009. The Board has also adopted a CEO succession planning process to address unanticipated events and emergency situations.

Board’s Oversight of Culture and Human Capital Management

Under its charter, the CMDC has responsibility for reviewing and advising management regarding Walmart’s human capital management strategies, and the CMDC and the Board oversee Walmart’s workforce strategy, which includes the strategic priorities of inclusion, well-being, growth, and digital transformation. Management regularly presents to the CMDC and to the Board regarding workforce development; compensation; benefits; recruiting and retention; training and education; culture; and diversity, equity, and inclusion at all levels of the company.

An inclusive culture and a diverse associate base are important for serving our customers now and in the future, and we are focused on creating an environment where all associates believe they belong and are empowered to be themselves. We publish our diversity representation twice yearly, and hold ourselves accountable for providing recurring culture, diversity, equity, and inclusion updates to senior leadership, including our President and CEO, and members of the Board of Directors.

We believe the strength of our workforce is a significant contributor to our success, and have implemented a workforce strategy designed to promote upward mobility. Walmart is a place of opportunity, not only as a foundational entry point to develop critical skills that are relevant for a variety of careers, but also as a place where people can grow in their careers across our global omni-channel business. To help us attract, develop and retain associates to thrive in an ever-changing omni-channel environment, we have invested in associate development—including new roles and career paths, cross-training, on-the-job learning and coaching, and formal, classroom-style training such as Walmart Academy in the U.S. We also provide access to educational opportunities for our eligible associates through our Live Better U program, which provides a pathway to earn a high school diploma or a college degree at no cost, as well as multiple digital learning opportunities. Approximately 75% of our U.S. salaried store, club, and supply chain management associates started their careers in hourly positions.

Board Oversight of Legislative Affairs, Public Policy Engagement, and Charitable Giving

Under its charter, the NGC reviews and advises management regarding the company’s legislative affairs and public policy engagement strategy, as well as the company’s charitable giving strategy. Consistent with Walmart’s Government Relations Policy, management provides regular updates at least annually to the NGC concerning the company’s public policy strategy. In fiscal 2022, management discussed and provided updates to the NGC about a number of topics, including:

•Walmart’s planned U.S. federal government affairs and policy priorities for the upcoming year;

•A review of prior year activities (including engagement with and through key trade associations);

•Walmart Inc. Political Action Committee for Responsible Government (WALPAC) contribution strategies, contributions and plans for the upcoming year; and

•International government affairs strategies.

Highlights from these discussions were shared with the full Board.

Walmart engages in the political process when we believe that doing so will serve the best interests of the company and our stakeholders. Walmart is committed to engaging in the political process as a good corporate citizen and in a manner that complies with all applicable laws. Over the years, Walmart has provided greater transparency regarding the company’s political engagement. Within the last year, we have substantially enhanced our policies and disclosures in response to shareholder feedback, including by publishing a dedicated ESG brief on Engagement in Public Policy that provides a comprehensive view of our approach to public policy. Since 2015, we have compiled lobbying disclosure information from our U.S. state-level public filings and presented them on our corporate website, and since 2016 we have also disclosed on our corporate website the lobbying expense from our public filings at the U.S. federal level. Walmart’s Government Relations Policy is available on our corporate website.

2022 Proxy Statement 29

Corporate Governance

Charitable giving by Walmart is overseen by a committee of Walmart executives, consisting of our president and CEO and a group of executives selected for their experience and expertise, and by the NGC which reviews and advises management regarding our charitable giving strategy. Walmart’s charitable giving includes the company’s donations to the Walmart Foundation—a separately incorporated 501(c)(3) private foundation, entirely funded by the company—and other cash and in-kind donations. In support of our commitment to transparency, Walmart discloses recipients of individual grants $25,000 and above that were applied for and administered by the Walmart.org team for fiscal 2021 and fiscal 2022 on https://walmart.org. The Walmart.org team is responsible for administering the combined philanthropic efforts of Walmart Inc. and the Walmart Foundation.

Board Oversight of Environmental, Social, and Governance Strategy

Board committees have oversight responsibility for matters relevant to environmental, social, and governance (ESG) issues, including the following committees comprised entirely of independent directors:

•Audit Committee: oversight of our Ethics and Compliance program, information systems, information security, data privacy, and cybersecurity;

•Compensation and Management Development Committee: oversight of our human capital management strategies, including workforce development, education, training, compensation and benefits matters and culture, diversity, and inclusion strategies, programs and initiatives; and

•Nominating and Governance Committee: oversight of our social, community, and sustainability initiatives—including climate change—charitable giving, and legislative affairs and public policy engagement strategy.

Walmart’s Chief Sustainability Officer (CSO) helps define our ESG priorities and oversees Walmart’s global ESG initiatives. The CSO reports to our Executive Vice President, Corporate Affairs and provides updates on our ESG strategy and progress to the NGC and to our executive leadership team.

In fiscal 2022, management discussed and provided updates to the NGC about a number of topics, including:

•Walmart's shared value approach to ESG and its integration into our business strategies;

•Walmart's ESG priority issues;

•Walmart's ESG strategies and progress against our goals; and

•Trends and rising expectations with regard to ESG matters—including key investor areas of interest, the ESG ratings landscape, and emerging disclosure regimes—and Walmart's strategies to prepare for and address them.

Our ESG strategy is based on a shared value approach—creating long-term value for our shareholders by serving our stakeholders, including our customers, associates, suppliers, business partners, and communities. We set our ESG priorities based on relevance to our business, importance to our stakeholders, as well as Walmart’s ability to effect change with respect to those issues.

We have reported on our company’s aspirations, strategies, initiatives, and progress regarding sustainability and other ESG matters since 2007. The most recent information regarding Walmart’s ESG initiatives and progress is available on our corporate website at https://corporate.walmart.com/esgreport/.

Board Oversight of Risks Associated with Information Systems, Information Security, Data Privacy, and Cybersecurity

Under its charter, the Audit Committee has responsibility for reviewing and discussing with management risks related to information systems, information security, data privacy, and cybersecurity. Walmart’s Chief Information Security Officer and other members of management regularly present to the Audit Committee regarding risks associated with cybersecurity and information security, the status of Walmart’s cybersecurity efforts, and other matters.

Walmart seeks to make trust a competitive advantage with respect to our use of technology and data, in line with our values of service, excellence, integrity, and respect for the individual. More information about our ethical use of data and responsible use of technology can be found on our corporate website at https://corporate.walmart.com/esgreport/esg-issues/digital-citizenship.

Shareholder Outreach and Engagement

We value regular engagement with and feedback from a wide variety of stakeholders, including customers, associates, suppliers, and communities. We also recognize the value of listening to the views of our shareholders and other stakeholders, and the relationship with our shareholders is an integral part of our corporate governance practices. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider the issues of importance to our shareholders and are able to address them appropriately.

30 www.walmart.com

Corporate Governance

Senior leaders and subject matter experts from the company meet regularly with representatives of many of our top institutional shareholders and periodically with leading proxy advisory firms to discuss Walmart’s strategy, governance practices, executive compensation, compliance programs, and other ESG-related matters. Members of our Board participate from time to time in these meetings. Management reports regularly to the CMDC and NGC about these meetings, including feedback on these diverse topics and perspectives shared by our shareholders. We continued our shareholder engagement program during fiscal 2022, in addition to our customary participation at industry and investment community conferences, investor road shows, and analyst meetings. Some of those engagement efforts included:

•One-on-one discussions with individual shareholders;

•Engagements with sponsors of shareholder proposals;

•Our February 2021 Investment Community Meeting, which included a discussion of how our shared value approach aligns our ESG priorities with our business strategy;

•Hosting two interactive webinars on Walmart's climate and human capital strategies, reaching over 200 participants; and

•Including shareholder feedback in Walmart's ESG priority assessment.

Feedback we receive from shareholders has helped inform the disclosures in this proxy statement. We also respond to individual shareholders who provide feedback about our business.

Active Ongoing Shareholder Engagement •Board members, senior leaders, and/or subject matter experts actively solicit feedback from our large shareholders on strategy, governance, compensation, ESG, and other topics. During fiscal 2022, we invited more than 30 institutional shareholders, including many of our largest investors, to participate in our outreach program and ultimately engaged with shareholders representing approximately 490 million Shares, or about 34% of our public float. •The CMDC and NGC receive regular reports on this engagement. •We welcome feedback from all shareholders, who can contact our Global Investor Relations team by:
emailing invrelinq@wal-mart.com	using Walmart’s Global Investor Relations app, available for free in iTunes and Google Play	visiting http://stock.walmart.com

Communicating with the Board

The Board welcomes feedback from shareholders and other interested parties. There are a number of ways that you can contact the Board or individual members of the Board.

	Via mail:		Via email:
Name of Director(s) or Board of Directors c/o Gordon Y. Allison, Senior Vice President, Office of the Corporate Secretary, Chief Counsel for Finance and Corporate Governance, Walmart Inc. 702 Southwest 8th Street Bentonville, Arkansas 72716-0215		•the entire Board at directors@wal-mart.com; •the Independent Directors at Independent.Directors@wal-mart.com; •the Outside Directors at nonmanagementdirectors@wal-mart.com; or •any individual director, at the full name of the director as listed in that director’s biography under the heading “Director Nominees for 2022” followed by “@wal-mart.com.” For example, our Chairman, Gregory B. Penner, may be reached at gregorybpenner@wal-mart.com.

We receive a large volume of correspondence regarding a wide range of subjects each day, including correspondence relating to ordinary store operations and merchandise in our stores. As a result, our individual directors are often not able to respond to all communications directly. Therefore, the Board has established a process for managing communications to the Board and individual directors.

2022 Proxy Statement 31

Corporate Governance

Communications directed to the Board or individual directors are reviewed to determine whether, based on the facts and circumstances of the communication, a response on behalf of the Board or an individual director is appropriate. If a response on behalf of the Board or an individual director is appropriate, Walmart management may assist the Board or individual director in gathering all relevant information and preparing a response. Communications related to day-to-day store operations, merchandise, and similar matters are typically directed to an appropriate member of management for a response. Walmart maintains records of communications directed to the Board and individual directors, and these records are available to our directors at any time upon request.

Shareholders wishing to recommend director candidates for consideration should do so in writing to the address above. The recommendation should include the candidate’s name and address, a resume or curriculum vitae that demonstrates the candidate’s experience, skills, and qualifications, and other relevant information for the Board’s consideration. All director candidates recommended by shareholders will be evaluated by the NGC on the same basis as any other director candidates.

Board Processes and Practices

How We Determine Director Independence

Our Board is committed to ensuring its membership consists of the right mix of skill sets in light of Walmart’s strategy, the Board’s tenure policies, and the Board’s desire to maintain at all times a majority of directors who are independent in accordance with the NYSE Listed Company Rules. Historically, three members of the Walton family have been members of our Board, and the NGC and the Board believe this is appropriate in light of the Walton family’s significant and long-term Share ownership. Our CEO also serves on the Board, and our former CEOs have historically served on the Board for a period of time after they retire. Our incoming CEOs have supported this practice, and we believe this practice has contributed to successful CEO transitions during our company’s history. Consistent with our Board’s commitment to independent Board oversight, the Board generally seeks to fill the remaining Board seats with directors who are independent as defined in the NYSE Listed Company Rules.

In making independence determinations, the Board complies with all NYSE criteria and, with respect to Board committee membership, all applicable SEC criteria, and considers all relevant facts and circumstances. Under the NYSE Listed Company Rules, to be considered independent:

•the director must not have a disqualifying relationship, as described in the NYSE Listed Company Rules; and

•the Board must affirmatively determine that the director otherwise has no direct or indirect material relationship with our company.

The Board has adopted materiality guidelines that it considers and uses to aid in the director independence determination process. While not determinative of independence, these guidelines identify the following categories of relationships that the Board has determined will generally not affect a director’s independence.

Materiality Guideline Description
Ordinary Retail Transactions	The director, an entity with which a director is affiliated, or one or more members of the director’s immediate family, purchased property or services from Walmart in retail transactions on terms generally available to Walmart associates during Walmart’s last fiscal year.
Immaterial Ownership	The director or one or more members of the director’s immediate family owns or has owned during the entity’s last fiscal year, directly or indirectly, 10% or less of an entity that has a business relationship with Walmart.
Immaterial Transactions	The director or one or more members of the director’s immediate family owns or has owned during the entity’s last fiscal year, directly or indirectly, more than 10% of an entity that has a business relationship with Walmart, so long as the amount paid to or received from Walmart during the entity’s last fiscal year accounts for less than $1,000,000 or, if greater, 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year.  The director or a member of the director’s immediate family is or has been during the entity’s last fiscal year an executive officer or employee of an entity that made payments to, or received payments from, Walmart during the entity’s last fiscal year that account for less than $1,000,000 or, if greater, 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year.
Immaterial Positions	The director or one or more members of the director’s immediate family is a director or trustee or was a director or trustee (but not an executive officer or employee) of an entity during the entity’s last fiscal year that has a business or charitable relationship with Walmart and that made payments to, or received payments from, Walmart during the entity’s last fiscal year in an amount representing less than $5,000,000 or, if greater, 5% of the entity’s consolidated gross revenues for that entity’s last fiscal year. Walmart paid to, employed, or retained one or more members of the director’s immediate family for compensation not exceeding $120,000 during Walmart’s last fiscal year.
Immaterial Benefits	The director or one or more members of the director’s immediate family received from Walmart, during Walmart’s last fiscal year, personal benefits having an aggregate value of less than $5,000.

32 www.walmart.com

Corporate Governance

In April 2022, the Board and the NGC conducted their annual review of directors’ relationships that may be relevant to independence, based on the directors’ responses to questionnaires soliciting information regarding their (and their immediate family members’) direct and indirect relationships with the company and on due diligence performed by management regarding any transactions, relationships, or arrangements between the company and the directors, their immediate family members, or affiliated entities.

As a result of this review, the Board has affirmatively determined that the following directors are Independent Directors under the general independence definition in the NYSE Listed Company Rules: Cesar Conde, Timothy P. Flynn, Sarah J. Friar, Carla A. Harris, Thomas W. Horton, Marissa A. Mayer, Steven S Reinemund, and Randall L. Stephenson. In addition, the Board determined that the currently serving members of the Audit Committee and the CMDC meet the heightened independence standards for membership on those Board committees under the NYSE Listed Company Rules, the Exchange Act, and the SEC’s rules.

In making its determination as to the independence of our Independent Directors, the Board considered whether any relationship between a director and Walmart is a material relationship based on the materiality guidelines discussed above, the facts and circumstances of the relationship, the amounts involved in the relationship, the director’s interest in such relationship, if any, and such other factors as the Board, in its judgment, deemed appropriate. In each case, the Board found all relationships between the company and each of our Independent Directors to be immaterial to the director’s independence. The types of relationships considered by the Board are noted below:

Relationship Type	Director
Immaterial Ownership:The director or the director’s immediate family member directly or indirectly owned 10% or less of, but was not a director, officer, or employee of, an entity that has a business relationship with Walmart	Mr. Horton
	Ms. Mayer
Immaterial Transactions:The director or a member of the director's immediate family was an officer or greater than 10% owner of an entity that has a business relationship with Walmart but the amount involved in the transaction was less than $120,000	Mr. Reinemund
Immaterial Transactions and Immaterial Ownership:The director was an officer and 10% or less equity owner of an entity that has a business relationship with Walmart	Mr. Conde
	Ms. Friar
	Ms. Harris
Immaterial Transactions and Immaterial Ownership: Immediate family members of the director were employees or officers and less than 10% equity owners of entities that have a business relationship with Walmart	Mr. Conde
	Mr. Flynn
	Ms. Friar
	Mr. Horton
	Ms. Mayer
	Mr. Reinemund
	Mr. Stephenson
Immaterial Positions and Immaterial Ownership:The director was either a director or trustee of and less than 10% equity owner of an entity that has a business relationship with Walmart	Mr. Conde
	Mr. Flynn
	Ms. Friar
	Ms. Harris
	Mr. Horton
	Mr. Reinemund
	Mr. Stephenson
Immaterial Position:Walmart employed a member of the director’s immediate family for compensation not exceeding $120,000 during Walmart’s last fiscal year	Ms. Harris

The aggregate amounts involved in each of the relationships and transactions described in the preceding table were either: (i) less than $1 million; or (ii) if greater than $1 million, then the aggregate amounts involved were less than 2% of the consolidated gross revenues for the entity’s last fiscal year, with the exception of certain relationships involving Mr. Conde.

Mr. Conde serves as a member of the board of directors of a Walmart supplier that received payments from Walmart during the entity’s last fiscal year that accounted for more than 5% of the entity’s consolidated gross revenues for its last fiscal year. The Board determined that this relationship was immaterial to Mr. Conde’s independence because, in his capacity as a member of the board of directors of the entity: (i) Mr. Conde is not and was not involved in any sales or marketing of products to Walmart; and (ii) he does not and has not received any material direct or indirect economic benefit from the relationship between Walmart and the entity. The payments by Walmart to the entity were for products in the ordinary course of business, and Walmart has had a relationship with this entity since a time prior to Mr. Conde’s membership on the board of this entity.

2022 Proxy Statement 33

Corporate Governance

The Board does not believe S. Robson Walton, Gregory B. Penner, or Steuart L. Walton have any relationships with Walmart that would disqualify them from being considered independent under the NYSE Listed Company Rules. However, the Board has deferred its determination as to their independence. If the Board had made such an independence determination, then 10 of our 11 director nominees, or approximately 91%, would have been independent.

In addition, we have not and do not plan to rely on any of the exemptions from certain board independence requirements available to controlled companies under the NYSE Listed Company Rules, to the extent such exemptions are available. Our Board is committed to maintaining a majority independent Board and believes that this independence ensures robust oversight, independent viewpoints, and promotes the Board’s overall effectiveness.

The Board and the NGC concluded that each of the Independent Directors does not currently have, and has not had during any pertinent period, any direct or indirect relationship that: (i) constitutes a disqualifying relationship with Walmart under the NYSE Listed Company Rules; (ii) otherwise compromises the independence of such director; or (iii) otherwise constitutes a material relationship between Walmart and the director.

Related Person Transaction Review Policy

The Board has adopted a written policy applicable to all Walmart Executive Officers; all directors and director nominees; all shareholders beneficially owning more than five percent of Walmart’s outstanding Shares; and the immediate family members of each of the preceding persons (collectively, the “Covered Persons”). Any entity in which a Covered Person has an employment or similar relationship with, or owns an equity or other economic interest in, (each, a “Covered Entity”) is also covered by the policy. The Transaction Review Policy applies to any transaction or series of similar or related transactions in which a Covered Person or Covered Entity has a direct or indirect material financial interest and in which Walmart is a participant (each, a “Covered Transaction”), subject to certain exceptions.

Under the Transaction Review Policy, each Covered Person is responsible for reporting to Walmart’s Office of the Corporate Secretary any Covered Transactions of which he or she has knowledge before entering into any Covered Transaction. Walmart’s Office of the Corporate Secretary, with the assistance of Walmart’s chief audit executive, chief ethics and compliance officer, and other appropriate Walmart personnel, provides information to the Audit Committee for its consideration regarding the Covered Transaction, including: the view or opinion from the business unit desiring to enter into the transaction as to the benefits of the proposed transaction to the company; a point of view from the company’s corporate affairs department as to the reputational impact, if any, of the company entering into the transaction; the view and opinion from the global audit executive as to the fairness of the transaction to the company and its shareholders and whether the transaction was negotiated on an arm’s-length basis; and the view and opinion from the Office of the Corporate Secretary as to whether the Covered Person has otherwise complied with Walmart’s Code of Conduct as it applies to the transaction. The Audit Committee reviews each Covered Transaction and either approves or disapproves the transaction. To approve a Covered Transaction, the Audit Committee must find that:

•the substantive terms and negotiation of the Covered Transaction are fair to Walmart and its shareholders and the substantive terms are no less favorable to Walmart and its shareholders than those in similar transactions negotiated at an arm’s-length basis; and

•if the Covered Person is a director or Executive Officer of Walmart, he or she has otherwise complied with the terms of Walmart’s Code of Conduct as it applies to the Covered Transaction.

34 www.walmart.com

Corporate Governance

Related Person Transaction Process

The following chart shows our process for identification and disclosure of related person transactions.

Related Person Transaction Determinations	Director Independence Determinations	Proxy Statement Disclosure
Walmart’s Office of the Corporate Secretary conducts an annual review and determination of related person transactions Related person transactions are presented for Audit Committee review and approval	The NGC and Board conduct an annual determination of director independence, considering the directors’ (and their immediate family members’) direct and indirect relationships with the company	Annual disclosures are published in our proxy statement as required by SEC rules (including required related person transaction disclosures)
Information sources: •Annual Director, Executive Officer, and Principal Shareholder Questionnaires •Schedule 13G filings •Section 16 reporting •Management due diligence reviews	Information sources: •Annual Director, Executive Officer, and Principal Shareholder Questionnaires •Management due diligence reviews

Fiscal 2022 Review of Related Person Transactions

Our company’s Office of the Corporate Secretary has developed and implemented processes and controls for identifying and obtaining information about proposed or existing transactions between the company and our directors, Executive Officers, principal shareholders, their immediate family members (collectively, the “related persons”), or entities in which one or more of these related persons has a specified relationship or ownership interest. The Office of the Corporate Secretary analyzes each identified transaction, with the exception of ordinary course retail transactions. Based upon the facts and circumstances of each transaction, the Office of the Corporate Secretary determines whether the related person has or will have a material direct or indirect interest in the transaction. Transactions in which Walmart is a participant, the amount involved exceeds $120,000, and the Office of the Corporate Secretary has determined that the related person has a direct or indirect material interest are referred to as “related person transactions.” Each related person transaction is presented to the Audit Committee for its review and approval. As described in our “Transaction Review Policy,” the Audit Committee considers the following factors when reviewing a related person transaction:

•the nature of the related person’s interest in the transaction;

•the substantive terms of the transaction, including the type of transaction and the amount involved;

•analyses from the company’s chief audit executive and Office of the Corporate Secretary regarding the fairness of the transaction to the company; and

•any other factors the Audit Committee deems appropriate, including, but not limited to, points of view from the relevant business unit as to the benefits of engaging in the transaction and from the company’s corporate affairs department as to any potential reputational impacts of engaging in the transaction.

We disclose in this proxy statement all related person transactions that are required to be disclosed under applicable SEC rules. Walmart believes the terms of the transactions described below are comparable to terms that would have been reached by unrelated third parties in arm’s-length transactions. The Audit Committee has approved each of the transactions disclosed below.

•Lori Haynie, the sister of C. Douglas McMillon, a director of Walmart and an Executive Officer, is an executive officer of Mahco, Incorporated (“Mahco”). During fiscal 2022, Walmart paid Mahco and its subsidiaries approximately $59.5 million in connection with Walmart’s purchases of sporting goods and related products. Walmart expects to purchase similar types of products from Mahco during fiscal 2023.

2022 Proxy Statement 35

Corporate Governance

•Greg T. Bray, a management associate in Walmart’s Finance department, is the brother-in-law of C. Douglas McMillon, a director of Walmart and an Executive Officer. For fiscal 2022, Walmart paid Mr. Bray a salary of approximately $257,000, a payment pursuant to the cash incentive plan of approximately $119,300, and other benefits totaling approximately $38,100 (including Walmart’s matching contributions to Mr. Bray’s 401(k) Plan account, Walmart’s matching contributions to Mr. Bray’s Deferred Compensation Matching Plan account, and health insurance premiums). In fiscal 2022, Mr. Bray also received a grant of 442 restricted stock units with a calculated value of approximately $60,000 at the date of grant. Mr. Bray continues to be an associate, and in fiscal 2023, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2022.

•Nichole R. Bray, a management associate with the Walmart Technology team, is the sister-in-law of C. Douglas McMillon, a director of Walmart and an Executive Officer. For fiscal 2022, Walmart paid Ms. Bray a salary of approximately $172,000, a payment pursuant to the cash incentive plan of approximately $59,300, and other benefits totaling approximately $30,000 (including Walmart’s matching contributions to Ms. Bray’s 401(k) Plan account and health insurance premiums). In fiscal 2022, Ms. Bray also received a grant of 570 restricted stock units with a calculated value of approximately $77,000 at the date of grant. Ms. Bray continues to be an associate, and in fiscal 2023, she is expected to receive compensation and other benefits in amounts greater than those she received during fiscal 2022.

•Jason Turner, a management associate in Walmart U.S., is the brother-in-law of John R. Furner, an Executive Officer of Walmart. For fiscal 2022, Walmart paid Mr. Turner a salary of approximately $97,500, a payment pursuant to the cash incentive plan of approximately $24,000, and other benefits totaling approximately $12,600 (including Walmart’s matching contributions to Mr. Turner’s 401(k) Plan account and health insurance premiums). In fiscal 2022, Mr. Turner also received a grant of 111 restricted stock units with a calculated value of approximately $15,000 at the date of grant. Mr. Turner continues to be an associate, and, in fiscal 2023, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2022.

•Alexandra McKenna Lawrence, a management associate in Walmart U.S., is the daughter of Judith J. McKenna, an Executive Officer of Walmart. For fiscal 2022, Walmart paid Ms. Lawrence a salary of approximately $91,000, a payment pursuant to the cash incentive plan of approximately $24,400, and other benefits totaling approximately $8,800 (including Walmart’s matching contributions to Ms. Lawrence’s 401(k) Plan account and health insurance premiums). In fiscal 2022, Ms. Lawrence also received a grant of 111 restricted stock rights with a calculated value of approximately $15,000 at the date of grant. Ms. Lawrence continues to be a Walmart associate, and in fiscal 2023, she may receive compensation and other benefits from Walmart in amounts similar to or greater than those she received during fiscal 2022.

•On April 5, 2022, Walmart entered into an agreement with the Walton Family Holdings Trust (the “Trust”) in which the Trust agreed to cancel an amount of Walmart common stock owned by the Trust equal to approximately $225 million in support of Walmart’s construction of a Whole Health and Fitness Center and a Childcare Center on Walmart’s new Home Office campus. On April 5, 2022, the cancellation under the agreement occurred, resulting in 1,495,000 Shares of Walmart’s outstanding common stock being cancelled and no longer outstanding. Alice L. Walton, Jim C. Walton, and S. Robson Walton, a director of Walmart, are trustees of the Trust.

•On April 5, 2022, Walmart entered into an agreement with ABN Holdings, LLC ("ABN Holdings") for the sale of Walmart’s existing Home Office properties and nearby parcels of land for a total of approximately $60 million. Steuart L. Walton, a director of Walmart and Jim C. Walton’s son, and Thomas Walton, Mr. Steuart Walton’s brother and Mr. Jim Walton’s son, own 100% of the equity interests in ABN Holdings. Under the terms of the property sale agreement, the closing for certain parcels of land (the “Initial Properties”) will occur in fiscal 2023 (the “Fiscal 2023 Closing”) and the closing for the remaining parcels of land, including Walmart’s existing Home Office buildings (the “Remainder Properties”), is expected to occur in fiscal 2025 or later when the company moves into its new Home Office facilities (the “Deferred Closing”). The purchase price of approximately $9 million for the Initial Properties was determined based upon third-party appraisals. The purchase price for the Remainder Properties will be the greater of: (i) the appraisal value for the Remainder Properties determined by third-party appraisals at the time of signing the property purchase agreement in fiscal 2023, increased by the Consumer Price Index from the effective date of the property purchase agreement through the date of the Deferred Closing; and (ii) the appraised value of the Remainder Properties determined by third-party appraisals at the date of the Deferred Closing. The appraised purchase price for the Remainder Properties at the time of the signing of the agreement was approximately $51 million. Walmart expects the sale of the Initial Properties at the Fiscal 2023 Closing and the sale of the Remainder Properties at the Deferred Closing to result in a gain on sale to the company on a net basis at the time of each respective closing.

•In fiscal 2022, Walmart entered into an agreement with View, Inc. (“View”), under which Walmart agreed to pay View approximately $26 million for the purchase of dynamic glass to be used in the construction of Walmart’s new Home Office buildings expected to be built by 2025. Members of the Walton family, including Gregory B. Penner, the Chairman of Walmart’s Board; S. Robson Walton, a director of Walmart; and members of their immediate family, own an aggregate indirect equity interest in View of approximately 17%.

36 www.walmart.com

Corporate Governance

Other Transactions

In any given year, we may engage in certain transactions with entities in which members of the Walton family have ownership interests. These transactions are typically immaterial, ordinary-course transactions that management believes do not constitute related person transactions. Although Audit Committee approval of certain of these transactions may not be required under the Transaction Review Policy, the Audit Committee may elect to review such transactions from a governance perspective.

In fiscal 2022 and early fiscal 2023, Walmart received payments from entities in which members of the Walton family have ownership interests totaling approximately $1,448,200 for the sale of jet fuel, energy savings revenues, and rent or non-renewals of leases for banking facilities in supercenters. In fiscal 2022 and early fiscal 2023, Walmart paid entities in which members of the Walton family have ownership interests a total of approximately $1,418,000 for damage to airplanes and aviation-related expenses and hotel, lodging, meals, and related services. We do not believe that either Walmart or the members of the Walton family have a direct or indirect material interest in any of these transactions between Walmart and the entities in which the Walton family members have ownership interests.

Walmart believes the terms of the transactions described above are comparable to terms that would have been reached by unrelated third parties in arm’s length transactions. The Audit Committee reviewed and approved the transactions described in the disclosure above from a governance perspective.

Governance Materials Available on our Website

Our Board and Board committee governance documents, including the Board committee charters, the Corporate Governance Guidelines, and other key corporate governance documents are available to our shareholders on our corporate website at http://stock.walmart.com/investors/corporate-governance/governance-documents.

You may also access and review the following additional corporate governance documents on our corporate website:

üRestated Certificate of Incorporation;

üAmended and Restated Bylaws;

üCorporate Governance Guidelines;

üReporting Protocols for Senior Financial Officers;

üCode of Conduct (available at www.walmartethics.com);

üProcedures for Complaints Related to Accounting or Auditing Matters;

üInvestment Community Communications Policy;

üGlobal Anti-Corruption Policy;

üGovernment Relations Policy; and

üPrivacy Policy.

These materials are also available in print at no charge to any shareholder who requests a copy by writing to: Walmart Inc., Global Investor Relations Department, 702 Southwest 8th Street, Bentonville, Arkansas 72716-0100.

A description of any substantive amendment or waiver of Walmart’s Code of Conduct or Walmart’s Reporting Protocols for Senior Financial Officers granted to Executive Officers or directors will be disclosed on our corporate website within four business days following the date of the amendment or waiver (http://stock.walmart.com/investors/corporate-governance/ governance-documents) and will remain posted for a period of at least 12 months. There were no waivers of Walmart’s Code of Conduct Code or Walmart’s Reporting Protocols for Senior Financial Officers granted to Executive Officers or directors during fiscal 2022.

2022 Proxy Statement 37

Corporate Governance

Director Compensation

Walmart’s compensation program for Outside Directors is intended to:

•provide fair compensation commensurate with the work required to serve on the Board of a company with Walmart’s size, scope, and complexity;

•align directors’ interests with the interests of Walmart shareholders; and

•be easy to understand and communicate, both to our directors and to our shareholders.

Annual Benchmarking

Each June, the CMDC and Board undertake a comprehensive review of Outside Director compensation, including a comparison to director compensation at Walmart’s peer group companies. As a result of the review that was conducted last year, the CMDC and Board determined that our base director compensation and the additional fees for Board leadership positions described below were competitive and near the median of our peer group. Therefore, the CMDC and Board made no changes to our Outside Director compensation during fiscal 2022.

Components of Director Compensation

Our Outside Director compensation program consists of the following primary components:

Who is Eligible	Component	Annual Amount ($)	Form of Payment
Base Compensation – All Outside Directors	Annual Stock Grant	175,000	Shares
	Annual Retainer	100,000	Cash
Additional Fees – Some Outside Directors	Non-Executive Chairman Retainer	225,000	50% Shares/50% Cash
	Lead Independent Director Retainer	35,000	Cash
	Audit Chair Retainer	25,000	Cash
	CMDC, NGC, SPFC, and TeCC Chair Retainers	20,000	Cash

In addition, each Outside Director who attends in person a Board meeting held at a location that requires intercontinental travel from his or her residence is paid an additional $4,000 meeting attendance fee.

Form and Timing of Payment

Stock grants to Outside Directors are made annually following election to the Board at our annual shareholders’ meeting. For fiscal 2022, the annual stock grant was made on June 3, 2021. If an Outside Director is appointed to the Board during a term, he or she will receive a prorated portion of the annual stock grant. Each Outside Director may elect to defer the receipt of this stock grant in the form of stock units that are settled in Shares following the end of the director’s Board service. The other components of Outside Director compensation listed above are paid quarterly in arrears. Each Outside Director can elect to receive these other components in the form of cash, Shares (with the number of Shares determined based on the closing price of Shares on the NYSE on the payment date), deferred in stock units, or deferred into an interest-credited cash account.

Director Stock Ownership Guidelines

Each Outside Director is required to own, within five years of his or her initial election to the Board, Shares or deferred stock units with a value equal to five times the annual retainer portion of the Outside Director compensation established by the Board in the year the director was initially elected. All Outside Directors who have reached the five-year compliance date own sufficient Shares or deferred stock units to satisfy this requirement.

38 www.walmart.com

Corporate Governance

Director Compensation for Fiscal 2022

Name (a)	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	All Other Compensation ($) (g)	Total ($) (h)
Cesar Conde	100,000	175,018	0	275,018
Timothy P. Flynn	125,022	175,018	510	300,550
Sarah J. Friar	119,973	175,018	0	294,991
Carla A. Harris	100,035	175,018	0	275,053
Thomas W. Horton	155,000	175,018	0	330,018
Marissa A. Mayer	99,934	175,018	0	274,952
Gregory B. Penner	212,479	287,448	0	499,927
Steven S Reinemund	120,000	175,018	0	295,018
Randall L. Stephenson	82,955	219,164	0	302,119
S. Robson Walton	100,000	175,018	298	275,316
Steuart L. Walton	119,973	175,018	0	294,991

Explanation of information in the columns of the table:

Name (column (a))

C. Douglas McMillon is omitted from this table because he received compensation only as an associate of our company during fiscal 2022 and did not receive any additional compensation for his duties as a director.

Fees Earned or Paid in Cash (column (b))

Certain Outside Directors elected to either receive Shares in lieu of some or all of these amounts or defer these amounts in the form of deferred stock units, as shown below. These amounts were converted into Shares or deferred stock units quarterly using the closing price of a Share on the NYSE as of the respective payment dates, rounded to the nearest Share.

Director	Amount ($)	Number of Shares Received in Lieu of Cash	Number of Deferred Stock Units in Lieu of Cash
Timothy P. Flynn	125,022	—	892
Sarah J. Friar	119,973	—	856
Carla A. Harris	50,035	357	—
Marissa A. Mayer	99,934	—	713
Gregory B. Penner	212,479	—	1,516
Randall L. Stephenson	82,955	588	—
Steuart L. Walton	119,973	—	856

Stock Awards (column (c))

In accordance with SEC rules, the amounts in this column are the aggregate grant date fair value of stock awards granted during fiscal 2022, computed in accordance with GAAP stock-based accounting rules (as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718). Other than Mr. Penner, each Outside Director that was elected to the Board at the 2021 Annual Shareholders’ Meeting received a stock award of 1,236 Shares ($175,000 divided by $141.60, the closing price of a Share on the NYSE on the grant date, and rounded to the nearest Share). Mr. Penner received a stock award of 2,030 Shares ($287,500 divided by $141.60, rounded to the nearest Share). In addition, upon his appointment to the Board on March 3, 2021, Mr. Stephenson received a prorated portion of the annual stock grant for the term ending at the 2021 Annual Shareholders' Meeting, consisting of 346 Shares (a prorated value of $44,110 divided by $127.59, the closing price of a Share on the grant date, and rounded to the nearest Share. Mr. Flynn, Ms. Friar, Ms. Mayer, Mr. Penner, Mr. Rob Walton, and Mr. Steuart Walton elected to defer these Shares in the form of deferred stock units. None of our Outside Directors held any outstanding stock options or unvested restricted stock awards as of January 31, 2022.

Option Awards and Non-Equity Incentive Plan Compensation (columns (d) and (e))

We do not issue stock options to our Outside Directors and do not provide our Outside Directors with any non-equity incentive plan compensation. Therefore, we have omitted these columns from the table.

Change in Pension Value and Non-Qualified Deferred Compensation Earnings (column (f))

While directors are permitted to defer cash retainers into an interest-credited account under the Director Compensation Deferral Plan, none of our current directors have elected to do so and do not have any balances in any such account. Therefore, we have omitted this column from the table.

All Other Compensation (column (g))

The amounts in this column include tax gross-up payments during fiscal 2022 related to imputed income attributable to spousal travel expenses and meals in connection with certain Board meetings during fiscal 2022. The cost of the underlying travel, meals, and related activities is omitted from this column because the total cost of such benefits for each director was less than $10,000.

2022 Proxy Statement 39

PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Board recommends that shareholders vote FOR this proposal.

What am I voting on?

We are asking our shareholders to approve, on a non-binding, advisory basis, under Section 14A of the Exchange Act, the compensation of our NEOs as disclosed in this proxy statement. We have held a similar shareholder vote every year since 2011 and expect to hold a similar vote at future annual shareholders’ meetings.

As described in the CD&A, our executive compensation program is designed with an emphasis on performance and is intended to closely align the interests of our NEOs with the interests of our shareholders. The CMDC regularly reviews our executive compensation program to ensure that compensation is closely tied to aspects of our company’s performance that our Executive Officers can impact and that are likely to have an impact on shareholder value.

Our compensation program is also designed to balance long-term performance with shorter-term performance and to mitigate any risk that an Executive Officer would be incentivized to pursue good results with respect to a single performance measure, company segment, or area of responsibility to the detriment of our company as a whole.

In the CD&A, we discuss why we believe the compensation of our NEOs for fiscal 2022 was appropriately aligned with our company’s performance during fiscal 2022. The CD&A also describes feedback we received regarding our executive compensation program during our shareholder outreach efforts and is intended to provide additional clarity and transparency regarding the rationale for and philosophy behind our executive compensation program and practices. We urge you to read carefully the CD&A, the compensation tables, and the related narrative discussion in this proxy statement when deciding how to vote on this proposal.

The vote on this proposal is advisory, which means that the vote will not be binding on Walmart, the Board, or the CMDC. However, the Board and CMDC value our shareholders’ opinions, and the CMDC will consider the results of the vote on this proposal when making future decisions regarding executive compensation and when establishing our NEOs’ compensation opportunities.

In view of the foregoing, shareholders will vote on the following resolution at the 2022 Annual Shareholders’ Meeting:

RESOLVED, that the company’s shareholders hereby approve, on an advisory basis, the compensation of the Named Executive Officers of Walmart as disclosed in Walmart’s proxy statement for the 2022 Annual Shareholders’ Meeting in accordance with the SEC’s compensation disclosure rules.

40 www.walmart.com

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section, we describe our executive compensation philosophy and program that support our strategic objectives and serve the long-term interests of our shareholders. We also discuss how our CEO, CFO, and other Named Executive Officers (our NEOs) were compensated in fiscal 2022 and describe how their compensation fits within our executive compensation philosophy. For fiscal 2022, our NEOs were:

	C. Douglas McMillon President and Chief Executive Officer		John R. Furner Executive Vice President, President and CEO, Walmart U.S.
	M. Brett Biggs Executive Vice President and Chief Financial Officer		Judith McKenna Executive Vice President, President and CEO, Walmart International
	Suresh Kumar Global Chief Technology Officer and Chief Development Officer		Kathryn McLay Executive Vice President, President and CEO, Sam’s Club U.S.

Disclosure regarding Ms. McLay’s fiscal 2022 compensation is not required under SEC rules. Nevertheless, we have voluntarily included her compensation information in this proxy statement on the same basis as our other NEOs. We included this disclosure because we believe it is helpful to provide shareholders with information about how our compensation plans are designed to incentivize and support each of our operating segments.

Table of contents

This CD&A is organized as follows:

	Fiscal 2022 Compensation Overview Provides an overview of our executive compensation philosophy, framework, and practices, and how our pay program emphasizes performance.	42
	NEO Compensation Components and Pay Mix Describes the primary components of our NEO compensation packages and how our NEO compensation is heavily weighted towards performance-based components that we believe are aligned with the interests of our long-term shareholders.	44
	Executive Compensation Governance and Process Explains who sets executive compensation at Walmart, the process for setting executive compensation, and how strategic considerations, peer benchmarking, shareholder feedback, and other factors are considered when making compensation decisions.	45
	Fiscal 2022 Performance Metrics Describes the performance metrics used in our incentive programs and why the CMDC selected these metrics.	50
	Incentive Goal Setting Philosophy and Process Provides insight into how the CMDC seeks to set performance goals that are aligned with our long-term strategy and with our annual operating plan.	52
	Fiscal 2022 Performance Goals and Performance Describes the specific goals used in our incentive programs for fiscal 2022, how we performed compared to those goals, and how that performance impacted our incentive plan payouts.	54
	Fiscal 2022 NEO Pay and Performance SummariesDescribes how our NEOs performed during fiscal 2022 and how that performance impacted each NEO’s compensation.	58
	Other Compensation Programs and PoliciesDescribes the limited perquisites available to our NEOs, as well as our practices regarding employment contracts, clawbacks, stock ownership guidelines, insider trading policy, tax considerations, and other matters.	64

2022 Proxy Statement 41

Executive Compensation

	Fiscal 2022 Compensation Overview

Our executive compensation philosophy and framework

Our executive compensation programs are intended to motivate and retain key executives, with the goal of generating strong operating results and creating alignment with our shareholders. We have developed our compensation programs to support our enterprise strategy and to align our leadership team with our culture, strategy, and organizational structure.

Our executive compensation program is built upon our global compensation framework:

Pay for performance by tying a majority of executive compensation to pre-established, quantifiable performance goals.  Use performance metrics that are understandable, that are tied to key performance indicators, and that our executives have the ability to impact.  Provide competitive pay to attract and retain highly-qualified talent at all levels. Align management interests with the long-term interests of our shareholders by providing long-term incentives in the form of equity, combined with robust stock ownership guidelines.  Establish performance goals that are aligned with our long-term strategy and financial and operating plans.  Encourage leadership accountability by tying a higher percentage of compensation to performance at higher levels.

How our executive compensation aligns with our enterprise strategy

We have designed our executive compensation program—metrics, goals, structure, mix, etc.—to be aligned with our strategy while also being highly motivational for our leadership team. Here are some specifics:

Our performance metrics and goals are aligned with our ongoing strategic transformation

We believe that our continuing strategic investments in our people, our stores, lower prices, eCommerce, technology, and expanding our flywheel with offerings such as financial services are deepening our relationship with our customers and resulting in a better customer experience. In addition, we believe our focus on improving career paths for our associates through robust training, competitive wages and benefits, and opportunities for advancement has made Walmart an employer of opportunity where people, regardless of where they start, can gain the skills and experiences they need to advance in their careers. Delivering solid results in the near term allows us to fund the investments necessary to continue to transform our business, drive sustainable long-term growth, and deliver on our commitments to all of our stakeholders. For this reason, our incentive plans emphasize key indicators of retail success that can be impacted by our associates:

•Sales– we use sales because it is a key indicator of retail performance encompassing both physical and digital channels, and is highly correlated to comparable sales growth.

•Operating Income– also a key retail performance indicator, including operating income as a performance metric incentivizes discipline as Walmart continues to grow.

•ROI – ROI measures how effectively we are deploying our assets. We include it as a performance equity metric to promote balance between long-term strategic initiatives and our near-term financial performance.

As described on page 52 below, we seek to set sales, operating income, and ROI goals that are aligned with our annual operating plan, which in turn is informed by our long-term strategic plan.

Our pay mix is aligned with our enterprise strategy

•The ultimate success of our strategy will be measured in our ability to deliver solid returns to our shareholders and deliver on our commitments to all stakeholders over the long term. For those reasons, our NEO pay mix is heavily weighted toward equity that vests over a three-year period. Beginning in fiscal 2018, we began shifting an even larger percentage of total direct compensation (“TDC”) toward performance equity.

•Our robust stock ownership guidelines for executive officers further promote alignment between our leadership and our independent shareholders.

42 www.walmart.com

Executive Compensation

Our executive compensation program emphasizes performance

As shown in the charts below, a substantial majority of our NEOs’ fiscal 2022 target TDC was performance-based.*

*    May not total 100% due to rounding.

Our executive compensation practices are aligned with shareholders’ interests

Performance-Based Framework	•71%-74% of NEO TDC is performance-based and a majority is in the form of equity •No employment contracts with our NEOs •No change-in-control benefits •No executive pension or similar retirement plans in the U.S. •No excessive perquisites
Pay and Performance Alignment	•Direct link between pay and performance as fiscal 2022 incentive payments are aligned with our strong performance •CMDC’s independent compensation consultant evaluates rigor of performance goals and has consistently found target goals to be challenging •CMDC annually reviews a realizable pay-for-performance analysis by its independent compensation consultant and has determined that CEO pay is appropriately aligned with performance •Significant majority of target TDC in the form of equity, which aligns the interests of our executives with those of our shareholders
Equity Ownership Best Practices	•Maintain robust stock ownership guidelines •No hedging or short sales of Walmart stock permitted •No unapproved pledging of Walmart stock as collateral •No recycling of Shares used for taxes or option exercises •No dividends or equivalents paid on unvested performance equity
Shareholder Accountability	•Conduct extensive shareholder outreach on executive compensation •Hold annual shareholder say-on-pay vote •Mitigate risk by using a variety of financial performance measures •Robust recoupment and forfeiture provisions

2022 Proxy Statement 43

Executive Compensation

	NEO Compensation Components and Pay Mix

What are the primary components of our fiscal 2022 NEO compensation?

Our executives’ total direct compensation, or TDC, is heavily weighted towards performance and appropriately balances executive focus on our short- and longer-term priorities with annual and long-term rewards.

As in prior years, there are three components of our executives’ fiscal 2022 TDC: base salary, annual cash incentive, and long-term equity.

Component	Description/Objective	Performance Rewarded	Form and Timing of Payout
Base Salary	Fixed base of cash compensation commensurate with job responsibilities and experience	Subject to annual adjustment based on individual performance	Paid in cash bi-weekly
Annual Cash Incentive	Variable pay intended to incentivize performance against key operational metrics aligned with our strategy Goals are set at the beginning of the fiscal year and aligned with operating plan and public guidance	•Sales •Operating Income	Paid in cash after the end of the fiscal year
Long-Term Equity PERFORMANCE EQUITY	Variable pay intended to incentivize performance against metrics aligned with our long-term strategic goals	•ROI •Sales •Stock performance	Paid in Shares; one-year performance period followed by an additional two-year vesting period
RESTRICTED STOCK	Intended to align executives’ long-term interests with our shareholders’ interests and promote retention	Value realized depends on long-term stock price performance	Paid in Shares vesting over a three-year period

How our incentive metrics and goals support our strategy

Strong financial performance is what allows us to invest in our associates, technology, and innovation, which are key to our long-term strategy. Therefore, the CMDC seeks to drive strong performance with respect to traditional measures of success in the retail industry. Our incentive metrics of sales, operating income, and ROI are traditional measures of retail success and are commonly used by retailers in their incentive plans. Moreover, they are broadly correlated with share price in the retail industry and aligned with our historical stock performance. We believe that our incentive metrics and goals have contributed to our strong operating performance, which has been reflected in solid returns to shareholders over a multi-year period. For more information, see “What performance metrics are used in our incentive programs, and why did the CMDC select these metrics?” on page 50 below.

44 www.walmart.com

Executive Compensation

	Executive Compensation Governance and Process

At Walmart, we are committed to the highest standards of governance, including governance around our compensation programs. We design and administer our executive compensation to motivate, retain, and focus key executives to drive our strategy, generate strong operating results, and deliver solid returns. Our compensation programs are also intended to align the interests of our leadership team with our shareholders and to promote our pay-for-performance culture and philosophy.

Who sets executive compensation at Walmart?

The CMDC, which consists entirely of independent directors, is responsible for establishing and approving executive compensation for all Executive Officers, including the CEO and other NEOs, and for overseeing our executive compensation program (see page 24 for more information about the CMDC).

For our CEO.Our CEO has no role in determining his own compensation, which is set by the CMDC in consultation with our Chairman and with input from the CMDC’s independent compensation consultant and Walmart’s Global People Division.

For other Executive Officers, including our NEOs. Our CEO makes recommendations to the CMDC regarding the compensation of our NEOs and other Executive Officers. The CMDC reviews these recommendations and sets individual NEO TDC values as it deems appropriate.

Role of the CMDC’s independent compensation consultant

Since 2010, the CMDC has engaged Pay Governance LLC (“Pay Governance”) as its independent executive compensation consultant. Under the terms of its engagement, Pay Governance reports directly and exclusively to the CMDC; the CMDC has sole authority to retain, terminate, and approve the fees of Pay Governance; and Pay Governance may not be engaged to provide any other services to Walmart without the approval of the CMDC. Other than its engagement by the CMDC, Pay Governance does not perform and has never performed any other services for Walmart. The CMDC’s independent consultant attends and participates in CMDC meetings at which executive compensation matters are considered, and performs various analyses for the CMDC, including:

•peer group benchmarking;

•realizable pay analyses;

•analyses regarding the alignment of pay and performance;

•analyses of the correlation between incentive plan performance measures and total shareholder return; and

•assessments of the difficulty of attaining performance goals.

The CMDC annually reviews the independence of Pay Governance in light of SEC rules and NYSE Listed Company Rules regarding compensation consultant independence and has affirmatively concluded that Pay Governance is independent from Walmart and has no conflicts of interest relating to its engagement by the CMDC. The CMDC also periodically reviews the performance of Pay Governance.

2022 Proxy Statement 45

Executive Compensation

What is the compensation setting process?

This chart summarizes the process and analyses the CMDC considers when setting executive compensation and validating our pay targets. The CMDC’s independent compensation consultant, Pay Governance, performs various pay-for-performance analyses for the CMDC.

	Data Source/Responsibility	Purpose	How it’s Used
SEP–JAN Review of Annual and Long-term Business Plans	•Board •SPFC •CMDC •Management	Establish performance metrics aligned with annual operating plan and long-term objectives	To review the choice of incentive metrics and ensure they support our long-term strategic transformation and drive results tied to shareholder value
NOV Pay for Performance Alignment	•Independent compensation consultant •Publicly available compensation information	Evaluate pay-for-performance alignment of CEO compensation with performance relative to peers	To assess the reasonableness of CEO pay, Pay Governance conducts: •Realizable pay analyses; •Analyses regarding the alignment of CEO pay and performance; •Analyses of the correlation between performance measures and shareholder return; and •Assessments of the difficulty of attaining performance goals
JAN Peer Group Benchmarking	•Independent compensation consultant (for CEO) •Publicly available compensation information for peer group	Setting pay and establishing Target TDC opportunity	Benchmarking data is used as a general guide to setting appropriately competitive compensation consistent with our emphasis on performance-based compensation To set our NEOs’ target TDC at competitive levels relative to our peer groups
Individual Performance Assessments	•Board •CMDC •CEO (for other NEOs) •Global People Division	Evaluate individual performance for purposes of pay decisions	To determine merit increases (if any) and adjust individual award opportunities for the next award cycle
Tally Sheets	•Global People Division	Evaluating total compensation and internal pay equity	Tally sheets: •Summarize the total value of the compensation realizable by each NEO for the upcoming fiscal year; •Quantify the value of each element of that compensation, including perquisites and other benefits; and •Quantify the amounts that would be owed to each NEO upon separation from our company

46 www.walmart.com

Executive Compensation

	Data Source/Responsibility	Purpose	How it’s Used
FEB–MAR Company Achievement of Prior Year Performance Goals and Setting of Current Year Incentive Goals	•Independent compensation consultant (for goal difficulty) •CMDC •Management	Assess current year company performance against financial and operating metrics	To determine award payments for the recently completed fiscal year and set target levels for following year To assess the ease or difficulty of attaining performance goals and whether adjustments need to be made to incentive metrics for the following award cycle To establish incentive goals for current year that support our strategic transformation and are aligned with operating plan and financial guidance
ONGOING Shareholder Outreach	•Board •Management	Obtain investor feedback on our executive compensation program	To understand investor expectations and monitor trends in executive compensation; used to evaluate compensation policies, practices, and plans Shareholder feedback helps inform our executive compensation program design

What factors are considered in setting Total Direct Compensation for our NEOs?

In addition to the factors described above, the CMDC considers a variety of factors in setting Total Direct Compensation for our NEOs, including:

•the overall performance of our company and its operating segments and/or areas of responsibility;

•each NEO’s job responsibilities, expertise, historical compensation, and years and level of experience; and

•our overall succession planning and the importance of retaining each NEO and each NEO’s potential to assume greater responsibilities in the future.

2022 Proxy Statement 47

Executive Compensation

How is peer group data used by the CMDC?The CMDC reviews publicly available compensation information from peer companies when establishing TDC for our executives. In constructing our peer group, we aim to reflect a cross-industry sample of the largest U.S.-based companies, including large retailers and companies with significant and complex international operations. These peer group companies were selected using the following multi-step screening process, which is reviewed annually:	Compensation peer group screening methodology
		Geography ScreenU.S.-headquartered companies
		Ownership Screen Publicly-traded
			Excluded private companies
		Scope & Industry Screen Revenue: >$75B, or Market Cap: >$75B (with revenues >$50B), or Retailer: >$50B revenues
			Founder Screen Excluded companies whose current CEO is the founder
		44 Peer Companies Applying this methodology, our peer group consisted of the following 44 companies when setting fiscal 2022 compensation:

Alphabet Inc. AmerisourceBergen Corp Anthem, Inc. Apple Inc. AT&T Inc. Bank of America Corporation The Boeing Company Cardinal Health, Inc. Chevron Corporation Cigna Corporation Cisco Systems Inc. Citigroup Inc. Comcast Corporation Costco Wholesale Corporation CVS Health Corp Exxon Mobil Corporation Ford Motor Co General Electric Co General Motors Co Home Depot Inc. International Business Machines Corp Intel Corp Johnson & Johnson JPMorgan Chase & Co. The Kroger Co Lockheed Martin Corp Lowe’s Companies, Inc. Marathon Petroleum Corporation McKesson Corporation Microsoft Corporation PepsiCo, Inc. Pfizer Inc. Phillips 66 Sysco Corporation The Procter & Gamble Company Target Corporation UnitedHealth Group Inc United Parcel Service, Inc. Raytheon Technologies Corp Valero Energy Corporation Verizon Communications Inc. Walgreens Boots Alliance, Inc. The Walt Disney Company Wells Fargo & Company

While we believe that this peer group provides a useful comparison to a broad range of companies with complex, international operations, Walmart is still significantly larger than the peer group median by a variety of measures, as shown in the following chart:

Walmart positioning relative to compensation peer group (as of fiscal year end 2021)

48 www.walmart.com

Executive Compensation

The CMDC uses benchmarking data as a general guide to appropriately set competitive compensation consistent with our emphasis on performance-based compensation.

While the benchmarking data generally are used for comparable positions, the CMDC also reviews peer group data for retail CEO positions for purposes of benchmarking the compensation of our executives who lead our operating segments. These executives have significant responsibilities and lead organizations that, considered separately from the rest of our company, are larger than many of the other retailers in the peer group, and we believe that these positions are often comparable to or carry greater responsibilities than CEO positions at many of our peer group companies. In addition, from a competitive standpoint, we believe that it is more likely that these leaders would be recruited for a CEO position in the retail industry or elsewhere, rather than for a lateral move to lead an operating segment of a company.

What other information does the CMDC consider when setting executive pay?

Individual performance assessments

The CMDC considers the individual performance of each NEO, including each NEO’s contributions to our key strategic priorities and operational goals, diversity and inclusion, and sustainability and shared value, as described under “Fiscal 2022 NEO Pay and Performance Summaries” beginning on page 58.

CEO pay and performance alignment

The CMDC reviews an assessment by Pay Governance regarding the alignment of our CEO’s pay with our company’s performance, including the appropriateness of our CEO’s pay opportunity compared to peers and the alignment of our CEO’s realizable pay and our performance relative to our peer group companies. This assessment concluded that our CEO’s most recent fiscal year (fiscal 2022) and three-year (fiscal 2020-2022) pay opportunity and realizable pay are aligned with Walmart’s performance over the same time periods.

Tally sheets

The CMDC also reviews “tally sheets” prepared by our company’s Global People Division. These tally sheets summarize the total value of the compensation realizable by each NEO for the upcoming fiscal year and quantify the value of each element of that compensation, including perquisites and other benefits. The tally sheets also quantify the amounts that would be owed to each NEO upon separation from our company.

How does shareholder feedback impact executive compensation?

Our Board actively seeks and values feedback from shareholders. Over the past several years, in addition to our day-to-day interactions with investors, we have expanded our shareholder engagement to include an annual outreach program focused on strategy, governance, executive compensation, sustainability, diversity, equity and inclusion, and other topics suggested by our shareholders. Since our 2021 Annual Shareholders’ Meeting, we invited more than 30 institutional shareholders representing approximately 550 million Shares, including many of our largest investors, to participate in our outreach program. We ultimately engaged with shareholders representing approximately 490 million Shares, or about 34% of our public float. We also had conversations with the leading proxy advisory firms.

These engagements gave us an opportunity to discuss our strategy, our commitment to corporate governance and executive compensation best practices, how our governance and compensation practices help to support our strategy, and our commitment to sustainability, economic opportunity, diversity and inclusion, and shared value. While our shareholders expressed a wide range of perspectives in these meetings, we received generally positive feedback on our strategy, our Board and committee structure, our executive compensation program, and our approach to sustainability and human capital management. The feedback we have received from our shareholders, including the results of our say-on-pay proposal, is regularly communicated to the CMDC, the NGC, and the Board. We believe that the results of our say-on-pay proposals over the past several years, shown in the chart to the right, also indicate that shareholders generally are supportive of our executive compensation program, and therefore the CMDC made no material changes to our executive compensation program as a result of this vote.

2022 Proxy Statement 49

Executive Compensation

	Fiscal 2022 Performance Metrics

What performance metrics are used in our incentive programs, and why did the CMDC select these metrics?

Our NEOs’ performance-based pay for fiscal 2022 was based on achieving objective, pre-established financial goals for the following metrics*:

Annual cash incentive	Long-term performance equity

*     For purposes of our incentive programs, total company and International sales, operating income, and ROI are calculated on a constant currency basis and exclude certain items, such as revenue from fuel sales and Sam’s Club tobacco sales. See page 57 for more information.

The CMDC concluded that the metrics described above are aligned with our larger enterprise strategy and appropriate and effective in driving results tied to shareholder value. In reaching this conclusion, the CMDC considered the following factors:

•These performance metrics are aligned with our enterprise strategy and can be impacted by our executives.Unlike metrics tied to stock price or shareholder return, our executives can have a direct impact on our sales, operating income, and ROI. Furthermore, unlike earnings per share and other share-based metrics, sales, operating income, and ROI are not materially impacted by our share repurchases.

•These metrics are important for judging retail performance.Sales, operating income, and ROI measures historically have been, and continue to be, important indicators of retail performance, and we believe that our performance in these areas is important to our shareholders.

•The CMDC believes that success with respect to these metrics will support shareholder value over the long-term.We believe that strong performance with respect to these key retail metrics should translate into shareholder value creation over time.

•The CMDC believes that relative TSR and other relative performance metrics are not the best way to incentivize our executives. There are several key differences in our business compared to other publicly-traded retailers in the U.S., including our size, our significant international operations, our product mix, our variety of formats, and our growing eCommerce and omni-channel offerings. While the CMDC closely monitors Walmart’s performance relative to that of our peers when making compensation decisions, the CMDC believes that the best approach for Walmart is to tie our executive compensation to performance metrics that are aligned with our strategy and operating plans and that provide clear line-of-sight to our leaders. Additionally, because a significant portion of TDC is in the form of equity awards and our executives are subject to robust stock ownership guidelines, the CMDC believes that our executives’ interests are appropriately aligned with the interests of our shareholders.

•The combination of these performance metrics mitigates risk.Using a combination of performance metrics mitigates the risk that our executives could be motivated to pursue results with respect to one metric to the detriment of our company as a whole. For example, if management were to prioritize increasing sales by pursuing strategies that would negatively impact profitability, resulting increases in incentive pay based on sales should be offset by decreases in incentive pay based on operating income and ROI.

50 www.walmart.com

Executive Compensation

Does non-financial performance impact NEO pay?

Yes, while non-financial metrics are not directly included in our incentive plans, non-financial performance can impact NEO pay in two key ways. First, our NEO annual performance evaluations include non-financial metrics such as sustainability and culture, diversity, equity and inclusion. As described on page 49, the CMDC considers performance evaluations, along with other factors, when making pay decisions. Second, under our annual incentive program, any associate who engages in behavior inconsistent with our Code of Conduct and/or fails to achieve diversity and inclusion objectives may have their annual cash incentive payment reduced or eliminated, depending on the severity of the conduct in question.

For more information about Walmart’s commitment to diversity, equity and inclusion and key diversity, equity and inclusion initiatives, please see Walmart’s most recent Culture, Diversity, Equity and Inclusion Report, which can be found on our corporate website under the section titled “ESG Investors.”

2022 Proxy Statement 51

Executive Compensation

	Incentive Goal Setting Philosophy and Process

How does the CMDC set performance goals?

Performance goals are established in the context of, and consistent with, the company’s enterprise strategy, financial operating plans, and financial guidance each fiscal year. This process begins with the Board’s review of the company’s overall enterprise strategy and long-term financial plan beginning in the spring and culminating at an annual Board strategic planning meeting. Following the strategic planning meeting, the annual operating plans of the company and each of its operating segments are established with SPFC and Board input. The CMDC then establishes performance goals under our annual and long-term incentive programs that are consistent with these operating plans:

Incentive Plans Informed by Strategic and Financial Planning Process

Long-Range Planning April - September	Annual Operating Plan September - January	Incentive Plans September - March
•Assess competitive landscape and macro trends •Refine enterprise strategy and segment-specific initiatives	•Develop annual operating plan in light of long-range planning and strategic initiatives •Review strategy and planned capital expenditures	•Review choice of incentive metrics to ensure that they support enterprise strategy •Establish performance goals aligned with annual operating plan and guidance

Following this process, in March of 2021, the CMDC established sales, operating income, and ROI goals for fiscal 2022 under our incentive plans. These goals were consistent with the fiscal 2022 guidance provided by Walmart at the beginning of fiscal 2022.

The CMDC establishes incentive goals with the intent that performance in line with our operating plans and expectations should result in payouts approximately at target. In order to achieve maximum payouts, our performance should exceed our operating plans and expectations to a significant degree. Threshold performance goals are set at a level that is attainable and below which a payout would not be justified. The CMDC’s independent compensation consultant annually evaluates the difficulty of our target performance goals and has consistently found that these goals are challenging. Additionally, over the past 10 years, under our annual incentive plan, our total company performance has exceeded target in six years and fallen short of target in four years. Under our long-term incentive plan, our total company performance has exceeded target in six years and fallen short of target in four years. We believe this is further evidence of the effectiveness of this process in establishing performance goals that are appropriately challenging.

Why does the CMDC set goals each year under our long-term equity incentive program?

The CMDC has found that setting long-term equity performance goals each year, with awards having a three-year vesting period, is the most effective approach for our long-term equity incentive program for the following reasons:

As the largest global retailer, Walmart’s operating results are significantly impacted by macroeconomic and regional economic factors that may change drastically and that are outside of management’s control. These economic factors, the rapidly evolving retail industry, and our own ongoing strategic transformation make it difficult to forecast accurately over a three-year period. We did not revise our incentive goals mid-year or make any adjustments related to COVID-19.

We believe that performance goals cease to be an effective tool in motivating performance if the goals either become unrealistic or too easy to achieve due to macroeconomic factors beyond the control of our executives or due to changes in our strategy and related investments. While some companies attempt to address the impact of macroeconomic factors by using relative goals in their long-term incentive plans, the CMDC has determined that relative goals are not the right approach for Walmart for the reasons described on page 50.

The CMDC regularly reviews Walmart’s performance relative to peers and the relative alignment of pay and performance to ensure that our incentive programs are operating as intended.

52 www.walmart.com

Executive Compensation

Another advantage of this approach is that it is more easily understandable and results in performance goals that are better aligned with our strategic transformation; the CMDC believes this approach is more effective in motivating performance.Our incentive goals are aligned with our enterprise strategy, business plan, and expectations regarding financial performance. These expectations necessarily change from year-to-year based on macroeconomic conditions, strategic investments, and other factors.

For example, if we were to set three-year sales goals, this could result in a situation in which our leaders have three differing sales goals at any one time – one for each outstanding tranche of performance equity. We believe this approach could potentially be confusing and could undermine the effectiveness of our performance equity program as a tool for incentivizing performance.

We also chose this structure to balance focus on our long-term transformation with short-term performance. The CMDC believes that combining annual performance goals with a three-year vesting period effectively balances long-term focus with clear, understandable, and aligned performance goals. We believe this approach has contributed to our performance and to solid shareholder returns.

2022 Proxy Statement 53

Executive Compensation

	Fiscal 2022 Performance Goals and Performance

What were the fiscal 2022 financial goals under our annual and long-term incentive plans?

Our NEOs’ performance-based pay for fiscal 2022 was based on achieving objective, pre-established financial goals for the following weighted metrics:

Annual Cash Incentive	Long-Term Performance Equity

*    For purposes of our incentive programs, total company and International sales, operating income, and ROI are calculated on a constant currency basis and exclude certain items, such as revenue from fuel sales. See page 57 for more information.

How did we perform in comparison to those goals?

Fiscal 2022 annual cash incentive goals and results

Constant Currency Operating Income (excluding certain items*)

*    In order to make results comparable from year-to-year, we exclude the impact of currency exchange rate fluctuations and the effects of certain other items from our reported results of operations for incentive plan purposes. See page 57 for more information.

54 www.walmart.com

Executive Compensation

Constant Currency Sales (excluding certain items*)

(in millions)

*     In order to make results comparable from year-to-year, we exclude fuel sales, the impact of currency exchange rate fluctuations, Sam’s Club tobacco sales, and the effects of certain other items from our reported results of operations for incentive plan purposes. See page 57 for more information.

Fiscal 2022 long-term performance equity goals and results

Constant Currency Sales (excluding certain items*)

*In order to make results comparable from year-to-year, we exclude fuel sales, the impact of currency exchange rate fluctuations, Sam’s Club tobacco sales, and the effects of certain other items from our reported results of operations for incentive plan purposes. See page 57 for more information.

2022 Proxy Statement 55

Executive Compensation

Constant Currency ROI (excluding certain items)*

*In order to make results comparable from year to year, we exclude certain items from our reported results of operations for incentive plan purposes. See page 57 for more information.

How were these results used to determine fiscal 2022 award payouts?

Fiscal 2022 performance compared to each of the annual cash incentive goals shown above was then weighted according to each NEO’s performance measure weightings to determine payout percentages, as shown below:

Fiscal 2022 annual cash incentive payouts

	Total Company		Walmart U.S.		Sam’s Club		International
Component	Weighting	Payout	Weighting	Payout	Weighting	Payout	Weighting	Payout
Total Company – OI	75.00%	125.00%	25.00%	125.00%	25.00%	125.00%	25.00%	125.00%
Total Company – Sales	25.00%	125.00%
Divisional – OI			50.00%	125.00%	50.00%	125.00%	50.00%	125.00%
Divisional – Sales			25.00%	125.00%	25.00%	125.00%	25.00%	125.00%
Payout (% of target)	125.00%		125.00%		125.00%		125.00%

See “Fiscal 2022 NEO Pay and Performance Summaries” for more details about each NEO’s fiscal 2022 annual cash incentive payout.

Fiscal 2022 performance equity payouts

Our NEOs annually receive performance-based RSUs with a one-year performance period followed by a two-year vesting period (see illustrations below).

	Fiscal 2019 Grant
Segment	FY20 Performance	Time-based vesting through FY21 and FY22			Fiscal 2022 Payout
Walmart U.S.	113.12%	Vested on Jan. 31, 2022 based on continued employment			113.12%
Sam’s Club	141.11%				141.11%
International	108.43%				108.43%
Total Company	113.34%				113.34%
		Fiscal 2020 Grant
Segment		FY21 Performance	Time-based vesting through FY22 and FY23
Walmart U.S.		150.00%	Scheduled to vest on Jan. 31, 2023 based on continued employment
Sam’s Club		150.00%
International		150.00%
Total Company		150.00%
			Fiscal 2021 Grant
Segment			FY22 Performance