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1000010416932022-02-012023-01-31

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 RegistrantFiled 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
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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



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WALMART’S PURPOSE
Walmart’s purpose is to save people money and help them live better. We provide convenient access to high-quality, affordable food and other essential products and services to millions of people each week. In doing so, we aim to create value for our stakeholders.
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HOW WALMART CREATES VALUE FOR STAKEHOLDERS
Customers:
Convenient access to quality, affordable products and services
Associates:
Purpose-driven work; opportunity for good jobs and upward mobility
Shareholders:
Long-term returns through strong, efficient growth, consistent operating discipline and strategic capital allocation
Suppliers:
Access to customers and support for supplier development and growth
Business Partners:
Access to and understanding of engaged customers for our sellers, advertisers and ecosystem partners
Communities:
Resources to build stronger, more inclusive communities
Planet:
Leadership on zero emissions, zero waste and our regenerative approach to nature



MESSAGE FROM OUR CHAIRMAN
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Dear Fellow Shareholders:
As I look back at the past year, I am grateful for our associates around the world that have successfully navigated many challenges to deliver for our customers. They have done it by never losing sight of who we are - a people-led, tech-powered, omni-channel retailer dedicated to saving people money so they can live a better life.
At Walmart, we know that our people make the difference, and that has never been more true than today. We continue to invest to make Walmart a place where our associates can gain the skills to serve tomorrow’s customers and grow their careers. In January 2023, we announced our latest round of wage increases that brought our U.S. average hourly wage to over $17.50, as well as adding new college degrees and certificates to our Live Better U (LBU) education program. Both part-time and full-time associates can participate in LBU starting on their first day, and Walmart pays 100% of tuition and fees.
Our associates are also leveraging these skills and our technology investments to help us scale our newer, mutually reinforcing businesses that naturally connect to our core retail business. Areas such as marketplace, fulfillment services, and advertising. In fiscal 2023, for example, our global advertising business grew to $2.7 billion, an increase of nearly 30%.
Your Board is highly engaged in overseeing our strategy during this time of rapid change. I am confident that your Board has the right mix of skills, experiences, and backgrounds to serve as a strategic resource and to provide robust governance 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 2023 Annual Shareholders’ Meeting, your views are important to us, and I encourage you to vote your Shares as described beginning on page 124.
Sincerely,
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Gregory B. Penner, Chairman
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2023 Proxy Statement
1

MESSAGE FROM OUR
LEAD INDEPENDENT DIRECTOR
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Dear Fellow Shareholders:
As I look back over the last several years, I have seen firsthand that your Board’s strategic engagement and commitment to robust governance and risk oversight is a key to driving sustainable, long-term value through a period of extraordinary challenges.
As our business continues to evolve to serve our customers, the skills that the Board needs to maximize its effectiveness will continue to evolve. We have onboarded four new independent directors since 2017, and during this past year, Carla Harris took over as the new Chair of the Board’s independent Compensation and Management Development Committee. These Board changes are the result of a robust succession planning process, which is informed by the results of our annual board evaluation process. Our term limits for independent directors promote a disciplined director refreshment process and give us visibility into future expected Board turnover, which we believe gives us a competitive advantage in Board succession planning. We are also committed to a diverse board with a wide range of skills, experiences and backgrounds. Accordingly, we have adopted a policy that all candidate slates for new independent directors will include diverse and female candidates.
Our decisions are also informed by feedback from our shareholders and other stakeholders, which we actively solicit. Since our 2022 Annual Shareholders’ Meeting, we have engaged with shareholders representing approximately 550 million shares on topics including strategy, governance, compensation, sustainability, human capital management, and other topics. I participated in some of these engagements and found the insights invaluable. We regularly share the feedback from these engagements with the Nominating and Governance Committee of the Board, which I chair, and this feedback has helped shape the content and organization of this proxy statement.
Thank you for your continued support of Walmart, and I encourage you to vote your shares and to attend our virtual shareholders’ meeting. The Board continues to work to represent your interests and earn your trust.
Sincerely,
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Thomas W. Horton, Lead Independent Director
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www.walmart.com

NOTICE OF 2023 ANNUAL SHAREHOLDERS’ MEETING
How to Attend the Virtual Shareholders' Meeting
Virtual Shareholders’ Meeting at:
www.virtualshareholdermeeting.com/WMT2023
Like prior years, our 2023 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/WMT2023 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, May 31, 2023. Please see pages 123-125 for additional information about how to access, vote, and submit questions during the meeting.
Who Can Vote
The record date for the 2023 Annual Shareholders’ Meeting is April 6, 2023. 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 6, 2023.
Items of Business
1
2
3
4
5-12
To elect as directors the 11 nominees identified in this proxy statement.
To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of Walmart's named executive officers.
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, 2024.
To vote on the 8 shareholder proposals described in the accompanying proxy statement, if properly presented at the meeting.
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Vote "FOR"
Vote "1 YEAR"
Vote "FOR"
Vote "FOR"
Vote "AGAINST" each Shareholder Proposal
Shareholders may also transact any other business properly brought before the 2023 Annual Shareholders’ Meeting or any adjournment or postponement thereof.
How to Cast Your Vote  walmart41314912x2x3.jpg (PAGE 124)
 
 
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INTERNET (BEFORE
THE MEETING)
CALL
MOBILE DEVICE
MAIL
DURING THE VIRTUAL MEETING
www.proxyvote.com
1-800-690-6903
Scan the QR code on your proxy card, notice of internet availability of proxy materials, or voting instruction form
Mail your signed proxy card or voting instruction form
Please see pages 123-126 for details about how to attend and vote your Shares during the virtual meeting.
April 20, 2023
By Order of the Board of Directors,
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Rachel Brand
Executive 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, 2023 are available in the “Investors” section of our corporate website at http://stock.walmart.com/annual-reports.
2023 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 2023 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 131 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 20, 2023.
Shareholders who held Shares as of the close of business on the record date can attend the virtual meeting at www.virtualshareholdermeeting.com/WMT2023.
1
PROPOSAL NO. 1
Election of Directors

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Board Demographics
Age
56 years Median Age
Tenure
9 years Median Tenure
12-year term limit for Independent Directors
4 nominees were appointed since 2017; 3 of whom are women or racially/ethnically diverse
Highly
Engaged
Board
Actively involved in Walmart’s strategic transformation
99% overall attendance rate at Board and Board committee meetings during fiscal 2023
5 Board and 23 Board committee meetings during fiscal 2023
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
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Finance, Accounting, or Financial Reporting Experience
Global or International Business Experience
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Regulatory, Legal, or Risk Management Experience
Technology or eCommerce Experience
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Women
Marketing or Brand Management Experience
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Racially/Ethnically Diverse
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FOR
THE BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE.
4
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www.walmart.com

Proxy Voting Summary
2
PROPOSAL NO. 2
Advisory Vote on the Frequency of Future Say-on-Pay Votes


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This proposal provides our shareholders with the opportunity to cast an advisory, non-binding vote on how often Walmart should include "say-on-pay" votes such as Proposal No. 3 in our proxy materials for future annual shareholders' meetings. Shareholders may vote their preference as to whether to include such proposals once every year, every two years, or every three years. Our Board continues to believe that holding an annual say-on-pay vote is the most appropriate approach because it allows our shareholders to provide their input on our executive compensation philosophy, policies and practices on a timely basis.
1 YEARTHE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE TO CONTINUE TO HOLD FUTURE ADVISORY SAY-ON-PAY VOTES EVERY YEAR.
3
PROPOSAL NO. 3
Advisory Vote to Approve Named Executive Officer Compensation


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Compensation aligned with performance
Executive compensation program aligned with our strategy and heavily tied to performance
More than 80% of our CEO’s fiscal 2023 target total direct compensation was based on achieving goals related to operating income, sales, and ROI
Fiscal 2023 Total Direct Compensation (at target)
Cash
BASE SALARY
CEO:
about 6% of target TDC
Other NEOs:
about 8%-9% of target TDC
Equity
RESTRICTED STOCK
CEO:
about 12% of target TDC
Other NEOs:
about 13%-14% of target TDC
Vests annually over a 3-year period
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ANNUAL INCENTIVE
CEO: 
about 14% of target TDC
Other NEOs: 
about 13%-16% of target TDC
Based on operating income and sales-related metrics
Pays out between 0% and 125% of target (37.5% if threshold goals met)
PERFORMANCE EQUITY
Largest component of target TDC
CEO:
about 68% of target TDC
Other NEOs:
about 62%–65% of target TDC
Based on ROI and sales performance during the first year of a 3-year vesting period
Pays out between 0% and 150% of target (50% if threshold goals met)
FOR
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
2023 Proxy Statement
5

Proxy Voting Summary
4
PROPOSAL NO. 4
Ratification of Independent Accountants

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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.
FOR
THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.
5-12
PROPOSAL NO. 5-12
Shareholder Proposals, in each case, if Properly Presented at the Meeting


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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.
AGAINSTTHE 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 2023 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.
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www.walmart.com


TABLE OF CONTENTS
2023 Proxy Statement
7


PROPOSAL NO. 1
ELECTION 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 2023 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
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Audit
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Nominating and Governance
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Technology and eCommerce
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Compensation and Management
Development
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Strategic Planning and Finance
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Cesar Conde
Independent
Chairman of NBCUniversal News Group
Age 49 | Director Since 2019
Other Public Company Boards 1
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Tom Horton
Lead Independent Director
Partner, Global Infrastructure Partners; and retired Chairman, American Airlines
Age 61 | Director Since 2014
Other Public Company Boards 1
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Tim Flynn
Independent
Retired Chairman and CEO, KPMG
Age 66 | Director Since 2012
Other Public Company Boards 2
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Marissa Mayer
Independent
Co-founder and CEO, Sunshine Products, Inc.; and Former President and CEO, Yahoo! Inc.
Age 47 | Director Since 2012
Other Public Company Boards 0
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Sarah Friar
Independent
CEO and Director, Nextdoor Holdings, Inc.
Age 50 | Director Since 2018
Other Public Company Boards 1
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Randall Stephenson
Independent
Retired Executive Chair and CEO, AT&T, Inc.
Age 62 | Director Since 2021
Other Public Company Boards 0
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Carla Harris
Independent
Senior Client Advisor, Morgan Stanley
Age 60 | Director Since 2017
Other Public Company Boards 2
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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
pg9_graphiccheck.jpg  Actively involved in Walmart’s strategy
pg9_graphiccheck.jpg  99% overall attendance rate at Board and Board committee meetings during fiscal 2023
pg9_graphiccheck.jpg  23 Board committee meetings and 5 Board meetings during fiscal 2023
Thoughtful Board Refreshment
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pg9_graphiccheck.jpg  4 of the nominees joined the Board since 2017, 3 of whom are women or racially/ethnically diverse
pg9_graphiccheck.jpg  Adopted policy to include women and racially/ethnically diverse candidates in all director candidate pools
pg9_graphiccheck.jpg  Ongoing Board and committee succession planning
64% Independent
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Age
56 years57 years
Board nominee
median age
Board nominee
average age
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GenderRacial/ethnic diversity
27% Female18% Racially/Ethnically Diverse
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Tenure
9 years11 years
Board nominee
median tenure
Board nominee
average tenure
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Doug McMillon
President and CEO, Walmart
Age 56 | Director Since 2013
Other Public Company Boards 0
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Rob Walton
Retired Chairman, Walmart and Owner, Denver Broncos
Age 78 | Director Since 1978
Other Public Company Boards 0
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Greg Penner
Non-Executive Chairman
General Partner, Madrone Capital Partners and Owner and CEO, Denver Broncos
Age 53 | Director Since 2008
Other Public Company Boards 0
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Steuart Walton
Founder and Chair, RZC Investments
Age 41 | Director Since 2016
Other Public Company Boards 0
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2023 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 https://stock.walmart.com/governance/governance-documents/default.aspx.
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
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Retail Experience As the world’s largest retailer, we seek directors who possess an understanding of financial, operational, and strategic issues facing large retail companies.
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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, uses, and risks of technology, such as cybersecurity, as well as eCommerce, omni-channel, and digital businesses.
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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.
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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
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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.
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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.
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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.
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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. To this end, the Board has adopted a policy that all director candidate pools will include women and ethnically diverse candidates. The Board assesses the effectiveness of its approach to Board diversity as part of the Board and committee evaluation process.
10
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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
Image_47.jpg
Image_48.jpg
Image_49.jpg
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Director NomineeRetail
Global or
International
Business
Technology or
eCommerce
Marketing
or Brand
Management
Senior
Leadership
Finance,
Accounting,
or Financial
Reporting
Regulatory,
Legal, or Risk
Management
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Cesar Conde
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Tim Flynn
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Sarah Friar
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Carla Harris
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Tom Horton
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Marissa Mayer
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Doug McMillon
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Greg Penner
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Randall Stephenson
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Rob Walton
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Steuart Walton
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TOTAL
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2023 Proxy Statement
11

Proposal No. 1 Election of Directors
Director Nominees for 2023
FOR
The Board recommends that shareholders vote FOR each of the nominees named below for election to the Board.
Who are the 2023 director nominees?
Based on the recommendation of the NGC, the Board has nominated the following candidates for election as directors at the 2023 Annual Shareholders’ Meeting. All eleven nominees were previously elected by our shareholders at the 2022 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.
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Age: 49
Joined the Board: 2019
Board Committees:
Audit
TeCC
Other Current Public Company Directorships:
PepsiCo, Inc.
Cesar Conde  INDEPENDENT DIRECTOR
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, the Foundation for Excellence in Education, a Board member for the Council on Foreign Relations, 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
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The Board benefits from Mr. Conde’s broad experience with large media companies that produce and distribute high-quality content across a range of broadcast, cable, and digital platforms
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Mr. Conde brings valuable perspectives in business, finance, and media gained from his experience in a variety of senior leadership roles at large, global media companies.
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With his senior leadership experience at large, multi-platform media companies such as NBCUniversal and Univision, Mr. Conde brings valuable perspectives regarding consumer and media landscapes.
12
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www.walmart.com

Proposal No. 1 Election of Directors

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Age: 66
Joined the Board: 2012
Board Committees:
Audit (Chair)
TeCC
Other Current Public Company Directorships:
JPMorgan Chase & Co.
UnitedHealth Group Incorporated
Timothy P. Flynn  INDEPENDENT DIRECTOR
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
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Mr. Flynn has more than 32 years of experience in risk management, financial services, financial reporting, and accounting.
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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.
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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.
2023 Proxy Statement
13

Proposal No. 1 Election of Directors
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Age: 50
Joined the Board: 2018
Board Committees:
Audit
SPFC (Chair)
Other Current Public Company Directorships:
Nextdoor Holdings, Inc.
Sarah J. Friar  INDEPENDENT DIRECTOR
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 previously served as a director of Dragoneer Growth Opportunities Corp. III from March 2021 to March 2023. 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 women and non-binary 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
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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.
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The Board benefits from her leadership experience as 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.
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Ms. Friar brings a global perspective gained from her experience as the CEO of a multinational company that supports customers across a variety of businesses and industries.
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The Board also benefits from Ms. Friar’s perspective regarding eCommerce and information technology in 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. The Board benefits from the experience Ms. Friar has regarding information systems, information security, data privacy, and cybersecurity gained through her current and former employment and board positions in the technology industry.
14
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www.walmart.com

Proposal No. 1 Election of Directors

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Age: 60
Joined the Board: 2017
Board Committees:
CMDC (Chair)
NGC
SPFC
Other Current Public Company Directorships:
Cummins Inc.
MetLife, Inc.
Carla A. Harris  INDEPENDENT DIRECTOR
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 joined the board of MetLife, Inc. in April 2022. She also currently serves on the boards of Landit and several nonprofit organizations including Sesame Workshop, Mother Cabrini Health Foundation, and Sponsors for Educational Opportunity. 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 A.B., magna cum laude from Harvard University and also holds an M.B.A. from Harvard Business School.
Skills and Qualifications
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Ms. Harris brings broad-based and valuable insights in finance and strategy gained from more than 30 years of experience at a prominent global investment banking firm.
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The Board benefits from Ms. Harris’s senior leadership experience at Morgan Stanley. The Board values Ms. Harris’ extensive work experience in a regulated industry and advising clients across a broad range of other regulated industries.
2023 Proxy Statement
15

Proposal No. 1 Election of Directors
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Age: 61
Joined the Board: 2014
Board Committees:
Audit
Executive Committee
NGC (Chair)
SPFC
Other Current Public Company Directorships:
General Electric Company
Thomas W. Horton  LEAD INDEPENDENT DIRECTOR
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
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Mr. Horton brings unique insights gained from his executive leadership roles at large, global, publicly-traded companies.
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Our Board benefits from Mr. Horton’s leadership experience in several complex, international industries.
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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.
16
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www.walmart.com

Proposal No. 1 Election of Directors

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Age: 47
Joined the Board: 2012
Board Committees:
CMDC
TeCC
Other Current Public Company Directorships:
None
Marissa A. Mayer  INDEPENDENT DIRECTOR
Career Highlights
March 2018 to present Co-founder and CEO of Sunshine Products, 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”). 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
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Ms. Mayer brings extensive expertise in technology and consumer internet industries, through which she gained cybersecurity experience. Her senior leadership experience is demonstrated by her executive role at a prominent consumer internet company and her positions on the boards of several nonprofit organizations.
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Ms. Mayer brings distinguished experience in internet product development, engineering, and brand management.
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The Board values Ms. Mayer’s insights into global business and strategy gained from her experience as the CEO of a global company.
2023 Proxy Statement
17

Proposal No. 1 Election of Directors
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Age: 56
Joined the Board: 2013
Board Committees:
Executive Committee
(Chair)
Other Current Public Company Directorships:
None
C. Douglas McMillon  PRESIDENT AND CEO AND DIRECTOR
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 32 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, University of Arkansas Dean's Advisory Board, and Crystal Bridges Museum of American Art.
Skills and Qualifications
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Mr. McMillon brings years of executive leadership experience at our company and extensive expertise in corporate strategy, development, and execution.
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In addition, Mr. McMillon brings extensive knowledge and unique experience leading Walmart’s International segment.
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The Board benefits from Mr. McMillon’s 30+ years of retail experience and his leadership role developing and executing our omni-channel strategy.
18
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www.walmart.com

Proposal No. 1 Election of Directors

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Age: 53
Joined the Board: 2008
Board Committees:
Executive Committee
Other Current Public Company Directorships:
None
*    Greg Penner is the
son-in-law of Rob Walton.
Gregory B. Penner*  NON-EXECUTIVE CHAIRMAN
Career Highlights
2022 to present Owner and CEO, Denver Broncos
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
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Mr. Penner brings expertise in strategic 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.
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The Board benefits from Mr. Penner’s retail experiences with our company’s operations internationally and at Walmart.com, as well as his leadership service as our non-executive Chairman.
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In addition, Mr. Penner has broad knowledge of international business, particularly in Japan and China.
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Mr. Penner brings unique expertise gained through both his service with the company and as a director of various technology companies.
2023 Proxy Statement
19

Proposal No. 1 Election of Directors
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Age: 62
Joined the Board: 2021
Board Committees:
CMDC
SPFC
NGC
Other Current Public Company Directorships:
None
Randall L. Stephenson  INDEPENDENT DIRECTOR
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
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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.
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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.
pg20_iconstephensonskills3.jpg
Mr. Stephenson brings valuable executive leadership experience gained from a large international telecommunications, media, and technology company.
20
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www.walmart.com

Proposal No. 1 Election of Directors

pg21_photowaltonr.jpg
Age: 78
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.
S. Robson Walton*  DIRECTOR
Career Highlights
2022 to present Owner, Denver Broncos
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 was recently elected Chairman of the Board of the African Parks Foundation, U.S.A.
Skills and Qualifications
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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.
pg21_iconwaltonrskills2.jpg
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.
pg21_iconwaltonrskills3.jpg
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.
2023 Proxy Statement
21

Proposal No. 1 Election of Directors
pg17_photowaltons.jpg
Age: 41
Joined the Board: 2016
Board Committee:
TeCC (Chair)
Other Current Public Company Directorships:
None
*    Steuart Walton is the nephew of Rob Walton.
Steuart L. Walton*  DIRECTOR
Career Highlights
May 2016 to present Founder and Chairman of RZC Investments, LLC, an investment business
2015 to present 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 Carpegna Limited, Rapha Racing Limited, Crystal Bridges Museum of American Art, Smithsonian National Air and Space Museum (emeritus) and Wartime History Museum, Inc. 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
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Mr. Walton brings broad-based and valuable international legal and regulatory experience gained from his work on complex, international financial transactions.
pg22_iconwaltonsskills2.jpg
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.
22
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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:
1
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.
2
Board/Committee Evaluations
Identify skill sets that would enhance Board effectiveness
3
Director Recruitment
Identify a diverse pool of director talent with desired background and skill sets
4
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 has on occasion extended 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 reflected in our Corporate Governance Guidelines 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.
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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
extractpage21x3x5.jpg Majority Independent Board
extractpage21x3x5.jpg Lead Independent Director
extractpage21x3x5.jpg Governance Committees are Fully Independent
Other Board and Board Committee Practices
extractpage21x3x5.jpg Separate Chair and CEO
extractpage21x3x5.jpg Oversight of Risk and Enterprise Strategy
extractpage21x3x5.jpg Oversight of Human Capital Management
extractpage21x3x5.jpg Oversight of Political and Social Engagement and ESG Strategy
extractpage21x3x5.jpg Robust Stock Ownership Guidelines
extractpage21x3x5.jpg No Hedging and Restrictions on Pledging
extractpage21x3x5.jpg No Employment Agreements with NEOs
extractpage21x3x5.jpg No Change-in-Control Provisions
extractpage21x3x5.jpg 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:
pg9_graphiccheck.jpg  Walmart's investments in technology and supply chain optimization
pg9_graphiccheck.jpg  Walmart’s ongoing investments in associate wages, training and education to support our omni-channel transformation
pg9_graphiccheck.jpg  Ongoing review of our international portfolio of operations
pg9_graphiccheck.jpg  Oversight of our enterprise strategy, including emerging new businesses
extractpage21x3x5.jpg  Board Oversight of Company Strategy  
extractpage21x3x5.jpg  Annual Board Evaluations
extractpage21x3x5.jpg  Robust Shareholder Engagement
extractpage21x3x5.jpg  Commitment to Board Refreshment and Succession Planning
extractpage21x3x5.jpg  Focus on Management Development and Succession Planning
Shareholder Rights
extractpage21x3x5.jpg  Market Standard Proxy Access Right
extractpage21x3x5.jpg  Shareholder Right to Call Special Meetings
extractpage21x3x5.jpg  No Poison Pill
extractpage21x3x5.jpg  No Supermajority Voting Requirements
extractpage21x3x5.jpg  Annual Election of All Directors
extractpage21x3x5.jpg  Majority Voting for Director Elections
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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 23. As disclosed on page 121, 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, including the Non-Executive Chairman.
Our current Board leadership structure consists of:
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NON-EXECUTIVE CHAIRMANLEAD INDEPENDENT DIRECTORPRESIDENT AND CEO
Greg PennerTom HortonDoug 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.
The Board believes that Mr. Horton effectively leverages his more than 30 years of experience in finance, accounting, auditing, and risk management to provide leadership and help guide the Board's independent oversight of the company's risk exposure
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through the Lead Independent Director role in reviewing Board meeting agendas, chairing executive sessions of Independent Directors, and providing input on the design and composition of the Board, including committee oversight responsibilities.
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 CommitteesStrategy Committees
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INDEPENDENT CHAIRINDEPENDENT CHAIRINDEPENDENT CHAIRINDEPENDENT CHAIRCHAIR
Tim FlynnCarla HarrisTom HortonSarah FriarSteuart Walton
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AuditCompensation and Management DevelopmentNominating and GovernanceStrategic Planning and FinanceTechnology and eCommerce
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 32.
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Strategic Planning and Finance Committee
2 MEETINGS DURING FISCAL 2023
5 MEMBERS
Sarah Friar, Chair
Carla Harris
Tom Horton
Rob Walton
Randall Stephenson
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All five members have global or international business experience
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Four members have finance, accounting, or financial reporting experience
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All five members have senior leadership experience
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Two members have retail experience
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Four members have regulatory, legal, or risk management experience
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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
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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
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Technology and eCommerce Committee
2 MEETINGS DURING FISCAL 2023
4 MEMBERS
Steuart Walton, Chair
Cesar Conde
Tim Flynn
Marissa Mayer

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All four members have global or international business experience
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Three members have technology or eCommerce experience
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All four members have senior leadership experience
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Three members have marketing or brand management experience
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One member has finance, accounting, or financial reporting experience
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Two members have regulatory, legal, or risk management experience
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
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Audit Committee*
9 MEETINGS DURING FISCAL 2023
4 MEMBERS
Tim Flynn, Chair
Cesar Conde
Sarah Friar
Tom Horton
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All four members have global or international business experience
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All four members have senior leadership experience
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Three members have finance, accounting, or financial reporting experience
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Two members have regulatory, legal, or risk management experience
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Two members have technology 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
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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.
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Compensation and Management Development Committee*
7 MEETINGS DURING FISCAL 2023
3 MEMBERS
Carla Harris, Chair
Marissa Mayer
Randall Stephenson
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All three members have global or international business experience
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Two members have technology or eCommerce experience
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All three members have senior leadership experience
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Two members have finance, accounting, or financial reporting experience
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All three members have marketing or brand management experience
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Two members have regulatory, legal, or risk management experience
Primary Responsibilities
In consultation with the CEO, approves compensation of Executive Officers other than the CEO, and reviews compensation of other 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.
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Nominating and Governance Committee*
3 MEETINGS DURING FISCAL 2023
3 MEMBERS
Tom Horton, Chair
Carla Harris
Randall Stephenson
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All three members have global or international business experience
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All three members have finance, accounting, or financial reporting experience
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All three members have senior leadership experience
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All three members have regulatory, legal, or risk management experience
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One member has marketing or brand management experience
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One member has retail experience
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.
The last standing committee of the Board is responsible for various administrative matters.
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Executive Committee
0 MEETINGS* DURING FISCAL 2023
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 12 times during fiscal 2023, 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.
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Corporate Governance
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.
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 2023, 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
1
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.
2
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;
Assigning additional responsibilities for our Lead Independent Director, including active participation in the agenda-setting process for the Board and Board committees; and
Increasing focus on continuous Board succession planning and refreshment, including developing and maintaining a long-term director candidate pipeline.
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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.
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. Examples of activities and events that members of our Board have participated in during the past year include:
attending Walmart leadership meetings and accompanying senior business leaders on trips to domestic and international markets;
touring facilities with 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 2023. The Outside Directors and Independent Directors met regularly during these meetings in separate executive sessions, with the Lead Independent Director presiding over those sessions. As a whole, during fiscal 2023, our directors attended approximately 99% of the aggregate number of Board meetings and meetings of Board committees on which they served. Each director attended at least 94% 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 current members of the Board attended the 2022 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.
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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.
Walmart identifies, assesses, and assigns responsibility for managing risks through its annual enterprise risk management process, other internal processes, and internal control environment. Generally, the Board, Board committees, and management manage the risks for our company with a long-term perspective, but evaluate risks over a shorter or intermediate term to the extent these risks could impact our company over the long term. From time-to-time, third-party experts are also consulted as part of this risk assessment process.
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 considers related risks
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 (whether at the Board or Board committee level), including the CFO, the Chief Legal Officer, the Global Chief Ethics and Compliance Officer (who reports to the Chief Legal Officer), the Chief Information Security Officer, and the Chief Audit Executive, regarding risk-related matters
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Technology and eCommerce Committee
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Strategic Planning and Finance Committee
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Audit Committee
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
Responsible for oversight of overall risk identification, monitoring, and mitigation processes and policies
Reviews and assesses the company's risk disclosures included in the company's quarterly and annual reports filed with the SEC
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
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Compensation and Management Development Committee
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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
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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
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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 2023. Additional information regarding the roles and responsibilities of our Board committees can be found under “Board Committees” beginning on page 26.
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.
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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 2023, 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 2022-2023;
A review of 2021-2022 activities;
WALPAC contribution strategy and plans for 2022-2023; and
International government affairs strategies.
Highlights from these discussions were shared with the full Board.
Walmart engages in public policy discussions to promote the interests of our stakeholders by focusing on issues that align with our shared value approach. In service of our commitment to transparency, we submit quarterly reports to Congress that outline our federal lobbying activities, including lobbying expenditures for each quarter and the specific legislative items and public policy issues that were the topics of communication. In each quarterly report, we identify the specific registered lobbyist who acted on behalf of the company.
Beyond these legally mandated reports, Walmart’s Government Relations Policy commits the company to reporting at least annually on our public policy priorities, strategies and activities, as well as transparency in its trade association memberships and lobbying activities. To that end, Walmart has:
1.Since 2013, included a discussion regarding our public policy priorities, advocacy strategy, and engagements in our ESG reporting;
2.Since 2015, provided state and federal lobbying information on our Investor Relations website;
3.Disclosed our philosophy on trade association memberships and our approach to dealing with trade association policy misalignments (see below); and
4.Published a list of trade associations to which Walmart contributes funds of $25,000 or more and committed to updating it at least annually.
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;
CMDC: 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
NGC: oversight of our social, community, and sustainability initiatives—including climate change—charitable giving, and legislative affairs and public policy engagement strategy.
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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 2023, 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.
Formalizing established practice, Walmart's Disclosure Committee formed the ESG Disclosure Committee in fiscal 2023 to supervise, review, and monitor the preparation of ESG reports and information for publication. The ESG Disclosure Committee, as a subcommittee of the Disclosure Committee, is run by management and its members include the Chief Disclosure Officer; Chief Audit Executive; Senior Vice President, Investor Relations; Executive Vice President and Chief Sustainability Officer; and Senior Vice President, Office of the Corporate Secretary, and Chief Counsel for Finance and Corporate Governance. Additional duties of the ESG Disclosure Committee include the approval and maintenance of information governance standards related to the production of ESG reports and information.
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 periodically meets in private session with the Audit Committee, and the 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.
2023 Proxy Statement
35

Corporate Governance
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.
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, including our Lead Independent Director, participate from time to time in these meetings, including during the 2022-2023 engagement cycle.
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 2023, 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;
December 2022 meetings with institutional investors in New York City and Boston to discuss business strategy and ESG shared value priorities; and
Hosting an interactive webinar to provide updates on our Responsible Sourcing Initiatives;
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. Since our 2022 Annual Shareholders' Meeting, we have engaged with:
35
institutional shareholders were invited, including many of our largest investors, to participate in our outreach program and ultimately engaged with shareholders representing approximately:
550
million Shares,
or about
39%
of our public float.
Our Lead Independent Director participated in some of these engagements, and the CMDC and NGC receive regular reports on this engagement.
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Corporate Governance
We welcome feedback from all shareholders, who can contact our Global Investor Relations team by:
pg3_iconmail.jpg
pg3_iconinternet.jpg
emailing
IR@walmart.com
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.
pg3_iconmail.jpg
Via mail:
pg3_iconmail.jpg
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 2023” 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.
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.
2023 Proxy Statement
37

Corporate Governance
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.
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In April 2023, 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, 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. The Board affirmatively determined that Steven S Reinemund, who retired from the Board on June 1, 2022, was independent and met the heightened independence standards under the NYSE Listed Company Rules and the SEC's rules for compensation committee membership with respect to the portion of fiscal 2023 during which he served on the Board.
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 a member of the director's immediate family 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
Ms. Mayer
Mr. Stephenson
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
Mr. Horton
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
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
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 “immaterial transactions” described in the preceding table were either less than $1 million or, if greater than $1 million, less than 2% of the consolidated gross revenues for the entity’s last fiscal year. The aggregate amounts involved in each of the “immaterial positions” described in the preceding table were less than $5 million or, if greater than $5 million, less than 5% of the consolidated gross revenues for the entity’s last fiscal year, with the exception of certain relationships involving Mr. Conde.
2023 Proxy Statement
39

Corporate Governance
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.
The Board has not determined the independence of S. Robson Walton, Gregory B. Penner, or Steuart L. Walton. Regardless of their independence under the NYSE Listed Company Rules, the Board believes they have demonstrated that their interests are aligned with the interests of our long-term shareholders through their decades of substantial equity ownership, active involvement with, and stewardship of Walmart, which has continued through multiple generations of Walton family members serving on the Board.
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 in which a Covered Person owns an equity or other economic interest (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, Global 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.
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Corporate Governance
Related Person Transaction Process
The following chart shows our process for identification and disclosure of related person transactions.
Related Person Transaction DeterminationsDirector 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 companyAnnual 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 2023 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, or immediate family members of any such persons (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.
2023 Proxy Statement
41

Corporate Governance
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 2023, Walmart paid Mahco and its subsidiaries approximately $56.5 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 2024.
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 2023, Walmart paid Mr. Bray a salary of approximately $264,100, a payment pursuant to the cash incentive plan of approximately $114,800, and other benefits totaling approximately $36,000 (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 2023, Mr. Bray also received a grant of 397 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 2024, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2023.
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 2023, Walmart paid Ms. Bray a salary of approximately $223,200, a payment pursuant to the cash incentive plan of approximately $69,300, and other benefits totaling approximately $21,600 (including Walmart’s matching contributions to Ms. Bray’s 401(k) Plan account and health insurance premiums). In fiscal 2023, Ms. Bray also received a grant of 828 restricted stock units with a calculated value of approximately $125,000 at the date of grant. Ms. Bray continues to be an associate, and in fiscal 2024, she is expected to receive compensation and other benefits in amounts similar to or greater than those she received during fiscal 2023.
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 2023, Walmart paid Mr. Turner a salary of approximately $99,500, a payment pursuant to the cash incentive plan of approximately $18,300, and other benefits totaling approximately $4,300 (including Walmart’s matching contributions to Mr. Turner’s 401(k) Plan account and health insurance premiums). In fiscal 2023, Mr. Turner also received a grant of 99 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 2024, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2023.
Alexandra McKenna Lawrence, a management associate in Walmart U.S., is the daughter of Judith J. McKenna, an Executive Officer of Walmart. For fiscal 2023, Walmart paid Ms. Lawrence a salary of approximately $119,010, a payment pursuant to the cash incentive plan of approximately $23,200, and other benefits totaling approximately $8,100 (including Walmart’s matching contributions to Ms. Lawrence’s 401(k) Plan account and health insurance premiums). In fiscal 2023, Ms. Lawrence also received a grant of 99 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 2024, she may receive compensation and other benefits from Walmart in amounts similar to or greater than those she received during fiscal 2023.
As previously disclosed, 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.
As previously disclosed, 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”) occurred 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”). In fiscal 2023, ABN Holdings paid Walmart approximately $9 million for the Initial Properties, with the purchase price determined based on third-party appraisals. The appraised value for the Remainder Properties at the time of the signing of the property sale agreement was approximately $51 million. An escrow deposit of approximately $2.5 million was made in fiscal 2023 in respect of the Remainder Properties, and the final purchase price for the Remainder Properties will be the greater of either: (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; or (ii) the appraised value of the Remainder Properties determined by third-party appraisals at the date of the Deferred Closing. The sale of the Initial Properties at the fiscal 2023 Closing resulted in a gain on the sale to Walmart on a net basis and Walmart expects the sale of the Remainder Properties at the Deferred Closing to result in a gain on the sale to Walmart on a net basis at the time of each respective closing.
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Corporate Governance
As previously disclosed, 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. In fiscal 2023, Walmart paid View approximately $700,000 under the purchase agreement. 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 14%.
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 2023, Walmart received payments from entities in which members of the Walton family have ownership interests totaling approximately $1,030,000 for the sale of jet fuel, energy savings revenues, and rent for banking facilities in supercenters. In fiscal 2023, Walmart paid entities in which members of the Walton family have ownership interests a total of approximately $775,000 for fees from third-party utility providers for energy savings services 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.
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 https://stock.walmart.com/governance/governance-documents/default.aspx.
You may also access and review the following additional corporate governance documents on our corporate website:
pg43-gfx_check.jpg   Restated Certificate of Incorporation;
pg43-gfx_check.jpg   Amended and Restated Bylaws;
pg43-gfx_check.jpg   Corporate Governance Guidelines;
pg43-gfx_check.jpg   Reporting Protocols for Senior Financial Officers;
pg43-gfx_check.jpg   Code of Conduct (available at www.walmartethics.com);
pg43-gfx_check.jpg   Procedures for Complaints Related to Accounting or Auditing Matters;
pg43-gfx_check.jpg   Investment Community Communications Policy;
pg43-gfx_check.jpg   Global Anti-Corruption Policy;
pg43-gfx_check.jpg   Government Relations Policy; and
pg43-gfx_check.jpg   Privacy 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 (https://stock.walmart.com/governance/governance-documents/default.aspx) and will remain posted for a period of at least 12 months. There were no waivers of Walmart’s Code of Conduct or Walmart’s Reporting Protocols for Senior Financial Officers granted to Executive Officers or directors during fiscal 2023.
2023 Proxy Statement
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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 below the median of our peer group. The CMDC and Board further considered that no significant changes had been made to our director compensation since 2019. As a result, the CMDC and Board determined to increase the Outside Director annual stock grant from $175,000 to $200,000, beginning at the 2022 Annual Shareholders' Meeting. The CMDC and Board also increased the annual fee for the Lead Independent Director from $35,000 to $50,000, and increased the Audit Chair Retainer from $25,000 to $30,000, also beginning at the 2022 Annual Shareholders' Meeting.
Components of Director Compensation
Our Outside Director compensation program consists of the following primary components:
Who is EligibleComponent
Annual Amount
($)
Form of Payment
Base Compensation –
All Outside Directors
Annual Stock Grant200,000 Shares
Annual Retainer100,000 Cash
Additional Fees –
Some Outside Directors
Non-Executive Chairman Retainer225,000 50% Shares/50% Cash
Lead Independent Director Retainer50,000 Cash
Audit Chair Retainer30,000 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 $4,000 meeting attendance fee.
Form and Timing of Payment
Stock grants to Outside Directors are made annually following election to the Board at our annual shareholders’ meeting. For fiscal 2023, the annual stock grant was approved by the Board on June 2, 2022 for those Outside Directors who were re-elected to the Board at our 2022 annual shareholders' meeting. If an Outside Director is appointed to the Board during a term, he or she will receive a prorated portion of the annual stock grant. Each Outside Director may elect to defer the receipt of this stock grant in the form of stock units that are settled in Shares following the end of the director’s Board service. The other components of Outside Director compensation listed above are paid quarterly in arrears. Each Outside Director can elect to receive these other components in the form of cash, Shares (with the number of Shares determined based on the closing price of Shares on the NYSE on the payment date), deferred in stock units, or deferred into an interest-credited cash account.
Director Stock Ownership Guidelines
Each Outside Director is required to own, within five years of his or her initial election to the Board, Shares or deferred stock units with a value equal to five times the annual retainer portion of the Outside Director compensation established by the Board in the year the director was initially elected. All Outside Directors who have reached the five-year compliance date own sufficient Shares or deferred stock units to satisfy this requirement.
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Corporate Governance
Director Compensation for Fiscal 2023
Name
(a)
Fees Earned or
Paid in Cash
($)
(b)
Stock
Awards
($)
(c)
All Other Compensation
($)
(g)
Total
($)
(h)
Cesar Conde100,000 200,063 — 300,063 
Timothy P. Flynn127,909 200,063 1,763 329,735 
Sarah J. Friar119,983 200,063 — 320,046 
Carla A. Harris111,782 200,063 — 311,845 
Thomas W. Horton163,736 200,063 373 364,172 
Marissa A. Mayer100,051 200,063 — 300,114 
Gregory B. Penner212,643 312,527 — 525,170 
Steven S Reinemund50,440 — — 50,440 
Randall L. Stephenson100,051 200,063 185 300,299 
S. Robson Walton100,000 200,063 — 300,063 
Steuart L. Walton119,983 200,063 — 320,046 
Explanation of information in the columns of the table:
Name (column (a))
C. Douglas McMillon is omitted from this table because he received compensation only as an associate of our company during fiscal 2023 and did not receive any additional compensation for his duties as a director.
Fees Earned or Paid in Cash (column (b))
Certain Outside Directors elected to either receive Shares in lieu of some or all of these amounts or defer these amounts in the form of deferred stock units, as shown below. These amounts were converted into Shares or deferred stock units quarterly using the closing price of a Share on the NYSE as of the respective payment dates, rounded to the nearest Share.
DirectorAmount
($)
Number of Shares
Received in Lieu
of Cash
Number of
Deferred Stock
Units in Lieu of Cash
Timothy P. Flynn127,909 — 950 
Sarah J. Friar119,983 — 891 
Carla A. Harris55,958 416 — 
Marissa A. Mayer100,051 — 743 
Gregory B. Penner212,643 — 1,579 
Randall L. Stephenson100,051 — 743 
Steuart L. Walton119,983 — 891 
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 2023, 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 2022 Annual Shareholders’ Meeting received a stock award of 1,569 Shares ($200,000 divided by $127.51, the closing price of a Share on the NYSE on the grant date of June 2, 2022, and rounded to the nearest Share). Mr. Penner received a stock award of 2,451 Shares ($312,500 divided by $127.51, 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, 2023. Mr. Reinemund retired from the Board as of the 2022 Annual Shareholders' Meeting, and therefore did not receive a stock grant during fiscal 2023.
2023 Proxy Statement
45

Corporate Governance
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 related to imputed income attributable to spousal travel and meal expenses in connection with a Board meeting during fiscal 2023. The cost of the underlying travel and meals is omitted from this column because the total cost of such benefits was less than $10,000.
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PROPOSAL NO. 2
ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES
1 YEAR
The Board
recommends that
shareholders vote to
hold future advisory
say-on-pay votes
EVERY YEAR.
What am I voting on?
This proposal gives our shareholders the opportunity to cast an advisory, non-binding vote on how often we should include advisory say-on-pay votes (such as the one included as Proposal No. 3 in this proxy statement) in our proxy materials for future shareholders’ meetings in which NEO compensation information is included. Shareholders may vote their preference to have future say-on-pay votes once every year, once every two years, or once every three years, or they may abstain from voting on this proposal. As an advisory vote, this Proposal No. 2 is not binding on Walmart or the Board. However, the Board and the CMDC value the opinions expressed by our shareholders and will take into account the outcome of this vote when considering the frequency of future say-on-pay votes. Walmart has held an annual say-on-pay vote since 2011, and we continue to believe that holding an annual say-on-pay vote is appropriate as it allows our shareholders to provide us with input on our executive compensation philosophy, policies and practices on a timely basis.
2023 Proxy Statement
47


PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
FOR
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 was appropriately aligned with our company’s performance during fiscal 2023. 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 2023 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 2023 Annual Shareholders’ Meeting in accordance with the SEC’s executive compensation disclosure rules.
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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 2023 and describe how their compensation fits within our executive compensation philosophy. For fiscal 2023, our NEOs were:
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C. Douglas McMillon
President and Chief Executive Officer
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John R. Furner
Executive Vice President,
President and CEO, Walmart U.S.
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M. Brett Biggs
Executive Vice President and
Chief Financial Officer (through June 5, 2022)
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Judith McKenna
Executive Vice President, President and
CEO, Walmart International
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John David Rainey
Executive Vice President and Chief Financial Officer (beginning June 6, 2022)
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Kathryn McLay
Executive Vice President, President and
CEO, Sam’s Club
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Suresh Kumar
Global Chief Technology Officer and
Chief Development Officer
Disclosure regarding Ms. McLay’s fiscal 2023 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:
2023 Proxy Statement
49

Executive Compensation
1
Fiscal 2023 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:
pg50_graphiccheck.jpg Pay for performance by tying a majority of executive compensation to pre-established, quantifiable performance goals.
pg50_graphiccheck.jpg Use performance metrics that are understandable, that are tied to key performance indicators, and that our executives have the ability to impact.
pg50_graphiccheck.jpg Provide competitive pay to attract and retain highly qualified talent at all levels.
pg50_graphiccheck.jpg 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.
pg50_graphiccheck.jpg Establish performance goals that are aligned with our long-term strategy and financial and operating plans.
pg50_graphiccheck.jpg 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, pay 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 in scaling our newer, complimentary businesses 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 omni-channel retail performance encompassing both physical and digital channels, is highly correlated to comparable sales growth, and is aligned with our growth strategy. Given the importance of sales growth to our strategy, we include sales as a component of both our annual cash incentive plan and our long-term performance equity program.
Operating Income also a key retail performance indicator, including operating income as a performance metric promotes discipline as Walmart continues to grow. Operating income is included as a metric in our annual cash incentive plan to appropriately balance incentives for growth and returns.
ROI ROI measures how effectively we are deploying our assets as we continue to make significant strategic investments. We include it as a metric in our long-term performance equity program to promote balance between long-term strategic initiatives and our near-term financial performance.
As described on page 63 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.
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Executive Compensation
Our incentive structure is designed to support our enterprise strategy
Our long-term performance equity program combines a one-year performance period with an additional two-year service-based vesting period. We undertake a rigorous long-term planning process that is refreshed annually in light of changing economic conditions and our rapid and ongoing omni-channel transformation. The results of this long-term planning process then informs our annual operating plan, which is intended to be challenging while balancing growth and returns that enable our continued significant strategic investments. Because NEO pay is heavily weighted towards performance equity with a three-year vesting period, the compensation realized by our NEOs is significantly impacted by achievement of our financial goals and our long-term stock price performance. We believe this approach effectively balances long-term focus with clear, understandable, and challenging annual goals aligned with our long-term strategic vision. We believe this approach has been validated by our solid long-term performance.
Our pay mix is aligned with our enterprise strategy and with the interests of our long-term shareholders
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 and again in fiscal 2023, we shifted 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.
2023 Proxy Statement
51

Executive Compensation
Our executive compensation program emphasizes performance
As shown in the charts below, a substantial majority of our NEOs’ fiscal 2023 target TDC was performance-based.*
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*    "Other NEOs Combined" excludes M. Brett Biggs who entered into a retirement agreement in November 2021. May not total 100% due to rounding.
Our executive compensation practices are aligned with shareholders’ interests
Performance-Based
Framework
Pay and Performance
Alignment
Equity Ownership
Best Practices
Shareholder
Accountability
78%-82% of each NEO's 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
Direct link between pay and performance as fiscal 2023 incentive payments are aligned with our performance
CMDC and its independent compensation consultant evaluate rigor of performance goals and have 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
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
Conduct extensive shareholder outreach on executive compensation
Hold annual shareholder say-on-pay vote
Mitigate risk by using a variety of financial performance measures that balance growth and returns
Robust recoupment and forfeiture provisions
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Executive Compensation
2
NEO Compensation Components and Pay Mix
What are the primary components of our fiscal 2023 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 2023 TDC: base salary, annual cash incentive, and long-term equity.
Component
Description/ObjectivePerformance RewardedForm and Timing of Payout
Base Salary
Fixed base of cash compensation commensurate with job responsibilities and experienceSubject to annual adjustment based on individual performancePaid 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 with an additional two-year vesting period
RESTRICTED
STOCK
Intended to align executives’ long-term interests with our shareholders’ interests and promote retentionValue realized depends on long-term stock price performancePaid in Shares vesting annually over a three-year period
How our incentive metrics and goals support our strategy
Strong financial performance is what allows us to continue our significant investments in our associates, technology, and innovation, which are key to our long-term strategy. 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 61 below.
2023 Proxy Statement
53

Executive Compensation
3
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 program 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 28 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
During fiscal 2023, Pay Governance LLC (“Pay Governance”) served as the CMDC's 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 its independent compensation consultant 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 its independent compensation consultant.
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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.
Data Source/ResponsibilityPurpose
How it’s Used
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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
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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
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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 ensure our NEOs’ target TDC are set at competitive levels relative to our peer group
Individual
Performance
Assessments
Board
CMDC
CEO (for other NEOs)
Global People Division
Evaluate individual performance for purposes of pay decisions
Factor in determining incentive payouts for recently completed fiscal year; also impacts merit increases (if any) and incentive 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
2023 Proxy Statement
55

Executive Compensation
Data Source/ResponsibilityPurpose
How it’s Used