Walmart Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WMT
Department/Specialty Retail Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
June 5, 2026 (June 4, 2026 )
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 4, 2026, Walmart Inc. (the "Company") held its Annual Shareholders' Meeting (the "Meeting"). At the Meeting, the Company's shareholders approved an amendment (the "Charter Amendment") to the Company's Restated Certificate of Incorporation, as amended from time to time (the "Certificate of Incorporation"), to limit the liability of certain officers of the Company to the fullest extent permitted under Delaware law. The Charter Amendment reflects updated Delaware law provisions permitting officer exculpation.
As a result, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware on June 4, 2026, which became effective upon filing. In addition, the Company filed a Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware on June 4, 2026, incorporating the Charter Amendment, which became effective upon filing.
The material terms of the Charter Amendment are described in the Company's definitive proxy statement dated April 23, 2026 (the "Proxy Statement"). A copy of the Charter Amendment is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference. A copy of the Restated Certificate is filed as Exhibit 3.2 to this Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
As of close of business on April 10, 2026, the record date for the Meeting, there were 7,970,990,515 shares of the Company's common stock outstanding, with each share entitled to one vote. The holders of 7,164,547,083 shares of the Company's common stock were present in person or represented by proxy during the Meeting. During the Meeting, the Company's shareholders voted on the matters set forth below.
Election of Directors
The Company's shareholders elected for one-year terms all eleven persons nominated for election as directors as set forth in the Proxy Statement. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Cesar Conde | 6,475,579,143 | 50,164,479 | 4,831,814 | 633,971,647 | ||||||||||
| Sarah J. Friar | 6,514,321,598 | 11,700,270 | 4,553,568 | 633,971,647 | ||||||||||
| John R. Furner | 6,485,530,053 | 40,316,465 | 4,728,918 | 633,971,647 | ||||||||||
| Carla A. Harris | 6,352,545,569 | 173,494,253 | 4,535,614 | 633,971,647 | ||||||||||
| Thomas W. Horton | 6,413,736,523 | 111,888,677 | 4,950,236 | 633,971,647 | ||||||||||
| Marissa A. Mayer | 6,466,604,047 | 59,398,938 | 4,572,451 | 633,971,647 | ||||||||||
| Shishir Mehrotra | 6,492,644,977 | 32,899,188 | 5,031,271 | 633,971,647 | ||||||||||
| Robert E. Moritz, Jr. | 6,465,496,802 | 60,064,343 | 5,014,291 | 633,971,647 | ||||||||||
| Gregory B. Penner | 6,348,541,000 | 177,035,049 | 4,999,387 | 633,971,647 | ||||||||||
| Randall L. Stephenson | 6,274,541,334 | 247,546,757 | 8,487,345 | 633,971,647 | ||||||||||
| Steuart L. Walton | 6,484,158,261 | 41,690,946 | 4,726,229 | 633,971,647 | ||||||||||
Company Proposals
Ratification of Independent Accountants. The Company's shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027. The votes on this proposal were as follows:
| For | Against | Abstain | ||||||||||||||||||
| 6,985,709,983 | 172,769,575 | 6,067,525 | ||||||||||||||||||
There were no broker non-votes with respect to this proposal.
Advisory Vote to Approve Named Executive Officer Compensation. The Company's shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of the Company's named executive officers, as described in the Proxy Statement. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 6,263,129,484 | 256,160,712 | 11,285,240 | 633,971,647 | |||||||||||||||||
Approval of an Amendment to the Certificate of Incorporation. The Company's shareholders voted upon and approved the Charter Amendment. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 6,153,086,052 | 370,166,105 | 7,323,279 | 633,971,647 | |||||||||||||||||
Shareholder Proposals
The Company's shareholders voted upon and rejected a shareholder proposal requesting cumulative voting for board elections. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 122,306,285 | 6,390,550,159 | 17,718,992 | 633,971,647 | |||||||||||||||||
Next, the Company's shareholders voted upon and rejected a shareholder proposal requesting a report on workplace health and safety governance. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 433,230,655 | 6,013,774,452 | 83,570,329 | 633,971,647 | |||||||||||||||||
The Company's shareholders then voted upon and rejected a shareholder proposal requesting a report on immigration policy and enforcement. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 278,449,353 | 6,174,725,696 | 77,400,387 | 633,971,647 | |||||||||||||||||
Finally, the Company's shareholders then voted upon and rejected a shareholder proposal requesting a report on the workforce impact of AI and automation. The votes on this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 323,453,709 | 6,138,362,361 | 68,759,366 | 633,971,647 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | |||||
| 3.2 | |||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2026
| WALMART INC. | |||||
| By: | /s/ Joseph M. Ruschell | ||||
| Name: | Joseph M. Ruschell | ||||
| Title: | Senior Vice President and Chief Counsel, Office of the Corporate Secretary | ||||