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WAL MART STORES INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 10, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders The Annual Shareholders' Meeting (the "Meeting") of Wal-Mart Stores, Inc. (the "Company") was held on June 6, 2014 in Fayetteville, Arkansas. As of the close of business on April 11, 2014, the record date for the Meeting, there were 3,227,139,271 shares of the Company's common stock outstanding, with each share entitled to one vote. The holders of 2,902,066,150 shares of the Company's common stock were present in person or represented by proxy at the Meeting. At 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 fourteen persons nominated for election as directors as set forth in the Company's proxy statement dated April 23, 2014. 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



Aida M. Alvarez 2,478,644,150 201,268,819 3,187,455 218,965,726 James I. Cash, Jr. 2,519,489,889 160,429,160 3,181,375 218,965,726 Roger C. Corbett 2,624,446,664 55,734,928 2,918,832 218,965,726 Pamela J. Craig 2,567,135,068 113,120,473 2,844,883 218,965,726 Douglas N. Daft 2,591,362,177 88,813,089 2,925,158 218,965,726 Michael T. Duke 2,325,989,165 353,524,508 3,586,751 218,965,726 Timothy P. Flynn 2,602,045,756 78,144,371 2,910,297 218,965,726 Marissa A. Mayer 2,623,632,615 56,634,211 2,833,598 218,965,726 C. Douglas McMillon 2,659,151,111 21,052,456 2,896,857 218,965,726 Gregory B. Penner 2,612,783,937 67,006,137 3,310,350 218,965,726 Steven S Reinemund 2,620,217,663 59,941,688 2,941,073 218,965,726 Jim C. Walton 2,613,088,147 66,868,817 3,143,460 218,965,726 S. Robson Walton 2,381,071,659 298,630,532 3,398,233 218,965,726 Linda S. Wolf 2,581,750,892 98,414,475 2,935,057 218,965,726

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 accountants for the fiscal year ending January 31, 2015. The votes on this proposal were as follows:

For Against Abstain 2,888,719,929 9,047,432 4,298,789



There were no broker non-votes with respect to this proposal.

Advisory Vote on Executive Compensation. The Company's shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of the Company's named executive officers, as described in the Company's proxy statement dated April 23, 2014. The votes on this proposal were as follows:

For Against Abstain Broker Non-Votes 2,318,544,653 358,499,932 6,055,839 218,965,726 2

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Shareholder Proposals The Company's shareholders voted upon and rejected a shareholder proposal regarding a policy that the chairman of the Company's board of directors be independent. The votes on this proposal were as follows:

For Against Abstain Broker Non-Votes 412,462,438 2,265,049,255 5,588,731 218,965,726

The Company's shareholders voted upon and rejected a shareholder proposal regarding a policy regarding disclosure of recoupment of executive compensation. The votes on this proposal were as follows:

For Against Abstain Broker Non-Votes 394,366,496 2,282,291,351 6,442,577 218,965,726

The Company's shareholders voted upon and rejected a shareholder proposal requesting an annual report on lobbying activities. The votes on this proposal were as follows:

For Against Abstain Broker Non-Votes 294,808,362 2,228,322,015 159,970,047 218,965,726


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Source: Edgar Glimpses


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