Walmart Shareholders

2017

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Doug McMillon hasn't been shy about his willingness to make changes in his time as chief executive officer at Wal-Mart Stores Inc., leading the retailer through a transformation as it tries to keep pace with the evolving preferences of consumers and online competitors like Amazon.com. But McMillon, who has been CEO since 2014, told investors gathered in March at the Bank of America Merrill Lynch 2017 Consumer and Retail Tech- nology Conference in New York that there's one thing he's keeping in mind amid the changes he wants to put in place at the Bentonville-based retailer: Don't do too much, too quickly. "There are so many things you can do to improve this business that one of my biggest challenges is not flooding the engine with ideas," McMillon said. "We've got to also be able to execute." Under McMillon, Wal-Mart has spent billions on initiatives aimed at helping the retailer reach its goal of delivering seamless shopping for customers in a retail age shaped by mobile devices and technological advancements. McMillon reaffirmed that Wal-Mart believes the omnichan- nel model — blending both in-store and online capabilities — is the winning approach in retail and has actively been implementing ways to better provide customers the oppor- tunity to shop in any way they choose. Investments have been made in wages and training for employees, cleaning up stores and establishing services like grocery pickup, Wal-Mart Pay and free, two-day shipping. The company has been active on the acqui- sition front, improving its e-commerce assortment and online capabilities after purchasing Jet.com, ShoeBuy.com and Moosejaw. Wal-Mart has restruc- tured its e-commerce and technology teams, aligned store and e-commerce personnel across its businesses to drive efficiency and continues to intro- duce technological tools for employees to improve operations. "We've got to change a lot, and we have a history of changing," McMillon said. "But I think in today's world, it's larger and faster than maybe it was in some past periods." Wal-Mart believes the efforts are producing results. While net earnings for the fourth quarter of fiscal year 2017 fell 18 percent largely because of its investments in e-commerce and other initiatives, the company reported same-store sales growth of 1.8 percent. 8 NWA Democrat-Gazette Walmart Shareholders Thursday, June 1, 2017 In addition to McMillon and Lore, Wal-Mart International Chief Execu- tive Officer David Cheesewright earned $11.7 million in total compensation for the fiscal year. Greg Foran, the company's U.S. stores chief, earned $11.5 million, while Wal-Mart chief financial officer Brett Biggs earned $6.3 million. The Arkansas Democrat-Gazette follows a formula developed by The Associated Press that reflects amounts identified in proxy statements that are actually paid to executives. Approval of the executive compen- sation will be part of the company's agenda for its annual shareholders meeting, which will be held Friday at Bud Walton Arena on the University of Arkansas campus in Fayetteville. Eleven directors will be up for elec- tion during the meeting: McMillon, Steuart Walton, James Cash Jr., Timo- thy Flynn, Carla Harris, Thomas Horton, Marissa Mayer, Greg Penner, Steven Reinemund, Kevin Systrom and Rob Walton. Harris, who has served as the vice chairman of wealth management for Morgan Stanley since August 2013, is a new nominee. Linda Wolf is retiring from the board. Pamela Craig will not stand for re-elec- tion after the board recently determined that she is not independent within the term under the New York Stock Exchange listed company rules. Wal-Mart said in its proxy that Craig's brother-in-law was promoted to execu- tive officer of a supplier to Wal-Mart. Payments from Wal-Mart account for more than 2 percent of the supplier's annual consolidated gross revenue. It's the second straight year that Wal-Mart shareholders will vote on a smaller number of nominees for board positions. Last year, the company trimmed its board from 15 members to 12 members to stay more nimble and keep pace with the changing retail land- scape. This year it is nominating 11, but it won't necessarily remain at 11. "They'll be exploring whether or not to go back to 12 as part of the ongoing emphasis of board refreshment succes- sion planning," Wal-Mart spokesman Randy Hargrove said. Wal-Mart also said it will consider three shareholder proposals: A request to adopt an independent board chair- man policy, a request to provide proxy access for shareholder nominees for election to the board, and a request for an independent director with environ- mental expertise. The company recom- mends shareholders vote against each shareholder proposal. CEO v Continued from Page 6 AP/Julio Cortez Shoppers look for holiday deals in the toy section last year at a Teterboro, N.J. Wal-Mart. ArkAnsAs DemocrAt-GAzette McMillon: Evolve, but perform, too nWA DemocrAt-GAzette/JASoN iVeSter Doug McMillon, Wal-Mart chief executive officer, speaks on Nov. 11 during a Veterans Day ceremony at the company's home office in Bentonville. See MCMillOn, Page 10

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