WAL-MART STORES, INC.
Bentonville, Arkansas
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 2, 1995
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Board of Directors (the "Board") of
WAL-MART STORES, INC., a Delaware corporation (the "Company" or "Wal-
Mart"), for use at the Annual Meeting of Shareholders of the Company
to be held in Bud Walton Arena, University of Arkansas, Fayetteville,
Arkansas, on Friday, June 2, 1995, commencing at 10:00 a.m., and at
all continuations and adjournments thereof. The mailing address of
the Company is Bentonville, Arkansas 72716, and its telephone number
is (501) 273-4000.
VOTING PROCEDURES
It is the policy of the Company that proxy cards, ballots, and
voting tabulations that identify shareholders be kept confidential
from the Company unless such disclosure is: (i) necessary to meet
applicable legal requirements or to assert or defend claims by or
against the Company; (ii) expressly requested by a shareholder (and
then disclosure shall be limited to that particular shareholder's
vote); or (iii) made during a contested proxy solicitation. The
tabulators and inspectors of the election, who are appointed by the
Company's Board, are independent of the Company and are not Company
associates.
This Proxy Statement will be mailed on or about April 17, 1995.
In accordance with the By-laws of the Company, the Board has fixed
the close of business on April 3, 1995, as the record date for the
meeting. Only shareholders of record at the close of business on that
date are entitled to notice of and to vote at the meeting. Each
shareholder is entitled to one vote in person or by proxy for each
share held. A quorum (holders of the majority of the common stock
issued and outstanding and present in person or represented by proxy)
is required for any vote taken at the meeting to be valid. When a
quorum is present, the vote of the holders of a majority of Company
common stock present in person or by proxy is required to elect any
director or to approve any other matter which is submitted to a vote
of the shareholders at the Annual Meeting of Shareholders.
Abstentions from voting will be included to determine if the
requisite number of affirmative votes are received on any matters
submitted to the stockholders for vote and, accordingly, will have
the same effect as a vote against such matters. If a broker indicates
on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not
be considered as present and entitled to vote and will have no effect
on the vote, with respect to that matter.
ELECTION OF DIRECTORS
Wal-Mart's directors are elected at each Annual Meeting of
Shareholders and hold office until the next election of directors and
until their successors are duly elected and qualify. All the nominees
for director are presently directors of Wal-Mart. Unless authority to
do so is withheld, the persons named in the accompanying form of
Proxy will vote the shares represented thereby for the following
nominees. While it is not anticipated that any nominee will be unable
to serve, if any nominee is unable to act as a director, the persons
named in the accompanying form of Proxy may, unless authority to do
so is withheld, vote for any substitute nominee proposed by the
Board.
The following nominees for directors are nominated by the Board.
The business experience shown for each nominee has been his or her
principal occupation for at least the past five years. Nominees were
selected based upon each individual's qualifications and abilities to
serve best and meet the needs of the Company and not upon race,
color, national origin, gender, religion or disability. The Board is
committed to diversified membership which is best suited to meet the
needs of the Company.
NOMINEES FOR DIRECTORS
Director
Name Age Business Experience Since
Paul R. Carter 54 Executive Vice President and 1988
Chief Financial Officer of
Wal-Mart.
John A. Cooper, Jr. 56 Chairman of the Board of 1980
Cooper Communities, Inc.,
Bentonville, Arkansas, which
is engaged in real estate
development. He is also a
director of Entergy
Corporation and J.B. Hunt
Transport Services,
Inc.
Robert H. Dedman 69 Founder and Chairman of the 1989
Board of Club Corporation
International, Dallas,
Texas, and Chairman of the
Board of Franklin Federal
Bancorp, Austin, Texas. Club
Corporation International
owns and operates 260 private
clubs, public fee golf courses,
resorts and real estate
developments worldwide. He
is also an advisory director
of Stewart Information Services
Corporation as well as a
director of United Meridian
Corporation.
David D. Glass 59 President and Chief Executive 1977
Officer of Wal-Mart.
Dr. Frederick S. Humphries 59 President of Florida A&M 1993
University, Tallahassee,
Florida. He is also a
director of Brinker
International, Inc.
F. Kenneth Iverson 69 Chairman of the Board and 1989
Chief Executive Officer of
Nucor Corporation, Charlotte,
North Carolina, which manu-
factures steel and steel
products. He is also a director
of First Wachovia Corporation
and Tultex Corporation.
Elizabeth A. Sanders 49 Management consultant, The 1993
Sanders Partnership, Sutter
Creek, California. From 1981
until February 1990 she served
as Vice-President and General
Manager for Nordstrom, Inc.,
a chain of retail apparel-
oriented department stores
headquartered in Seattle,
Washington. She is also a
director for H.F. Ahmanson
& Co., Carl Karcher Enter-
prises, Inc., Sport Chalet,
Inc., and Wolverine Worldwide,
Inc.
Jack C. Shewmaker 57 Consultant; retired, Wal-Mart. 1977
Donald G. Soderquist 61 Vice Chairman and Chief 1980
Operating Officer of Wal-
Mart.
John T. Walton 48 Chairman of SATLOC, INC., 1992*
Tempe, Arizona, which is a
manufacturer of global
positioning satellite systems
for industrial and agricultural
applications. From July 1983 to
March 1994 Mr. Walton was Chair-
man of Corsair Marine, Inc., a
sailboat manufacturer. Since
November 1990 he has served
as Vice President of Walton
Enterprises II, L.P. From 1975
to November 1990 he served as
the Vice President of Walton
Enterprises, Inc. He is also a
director of Education Alterna-
tives, Inc.
S. Robson Walton 50 Chairman of the Board of 1978*
Wal-Mart. Prior to his election
as Chairman in April of 1992,
he served as Vice Chairman of
Wal-Mart from 1985.
[FN]
* S. Robson Walton and John T. Walton are brothers. By virtue of
their positions with the Company, stock ownership and family
relationships, each of them may be deemed a control person of the
Company.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the
compensation of the Chief Executive Officer and the four other most
highly compensated executive officers of the Company during the
fiscal years ended January 31, 1995, 1994, and 1993.
<TABLE>
Annual compensation Long-term compensation
---------------------------- -------------------------------
<CAPTION>
Awards
Other ----------------- Long-Term
Fiscal annual Restricted Incentive All other
year compensa- stock Plan compensa-
Name and principal ended Salary (1) tion award(s) payouts tion(3)
position Jan. 31, ($) Bonus ($) ($)(2) ($) Options(#) ($) ($)
- ------------------ ------- ---------- --------- ------ -------- ---------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David D. Glass 1995 985,000 0 - 0 64,590 0 75,532
President and 1994 925,000 0 - 0 54,950 0 82,851
Chief Executive 1993 850,000 0 - 0 40,000 0 184,235
Officer
Donald G. Soderquist 1995 790,000 0 - 0 51,803 0 27,949
Vice Chairman and 1994 750,000 0 - 0 44,554 0 30,819
Chief Operating 1993 700,000 0 - 0 32,942 0 35,055
Officer
William R. Fields 1995 590,000 0 - 0 35,011 0 20,889
Executive Vice 1994 550,000 0 - 0 29,406 0 22,619
President 1993 500,000 0 - 0 33,614 0 28,718
Dean L. Sanders 1995 590,000 0 - 0 35,011 0 31,436
Executive Vice 1994 550,000 0 - 0 29,406 0 31,372
President 1993 475,385 0 - 0 33,614 0 32,503
Joseph S. Hardin, Jr. 1995 500,000 0 - 0 29,670 0 17,712
Executive Vice 1994 477,388 0 - 0 25,396 0 19,642
President 1993 394,230 0 - 0 28,572 0 21,300
</TABLE>
[FN]
<F1>
(1) Includes compensation amounts earned during the fiscal year
but deferred pursuant to individual Deferred Compensation Agreements
with the Company.
<F2>
(2) Does not include the value of perquisites and other personal
benefits because the aggregate amount of such compensation, if any,
does not exceed the lesser of $50,000 or 10% of the total amount of
annual salary and bonus for any named executive officer.
<F3>
(3) Includes for the fiscal year ended January 31, 1995: (a)
Company contributions to the Company's Profit Sharing Plan (Mr. Glass
$5,295, Mr. Soderquist $5,295, Mr. Fields $5,295, Mr. Sanders $5,295
and Mr. Hardin $5,295); (b) Company Contributions to the Company's
Supplemental Executive Retirement Plan (Mr. Glass $29,476, Mr.
Soderquist $22,592, Mr. Fields $15,532, Mr. Sanders $15,532 and Mr.
Hardin $12,355); (c) above-market interest on deferred compensation
credited during the fiscal year ended January 31, 1995 to the
accounts of the named executive officers (Mr. Glass $40,699, Mr.
Soderquist $0, Mr. Fields $0, Mr. Sanders $10,547, and Mr. Hardin
$0); and (d) $62 of term life insurance premiums paid by the Company
during fiscal year ended January 31, 1995 for the benefit of each
named executive officer.
Option Grants In Fiscal Year Ended January 31, 1995
The following table sets forth all options to acquire shares of
the Company's Common Stock granted to the named executive officers
for the fiscal year ended January 31, 1995.
<TABLE>
Individual Grants (1)
- ----------------------------------------------------------------
<CAPTION>
Percentage of Potential realizable value at
total assumed annual rate of stock price
Number of options appreciation for option term(2)
securities granted to ------------------------
underlying associates Exercise or
options in fiscal base price Expiration
Name granted year ($/Sh) date 5% ($) 10% ($)
- ------------------- ------ ---- ------ -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
David D. Glass 64,590 1.57 22.875 1-30-05 929,189 2,354,748
Donald G. Soderquist 51,803 1.26 22.875 1-30-05 745,228 1,888,587
William R. Fields 35,011 0.85 22.75 11-17-04 500,916 1,269,415
Dean L. Sanders 35,011 0.85 22.75 11-17-04 500,916 1,269,415
Joseph S. Hardin, Jr. 29,670 0.72 22.75 11-17-04 424,501 1,075,763
</TABLE>
[FN]
<F1>
(1) The exercise price of the options granted is equal to the
market value of the Company's Common Stock on the date of grant.
Options generally become exercisable in nine equal annual
installments beginning one year after grant. Options generally expire
ten years after grant.
<F2>
(2) The potential realizable value amounts shown illustrate the
values that might be realized upon exercise immediately prior to the
expiration of their term using 5 percent and 10 percent appreciation
rates set by the Securities and Exchange Commission, compounded
annually and, therefore, are not intended to forecast possible future
appreciation, if any, of the Company's stock price. Additionally,
these values do not take into consideration the provisions of the
options providing for nontransferability, vesting over a period of
ten years or termination of the options following termination of
employment.
Option Exercises and Fiscal Year-End Option Values
The following table sets forth all stock options exercised by
the named executives during the fiscal year ended January 31, 1995
and the number and value of options held by such executive officers
at fiscal year end.
<TABLE>
<CAPTION>
Number of securities Value of unexercised
underlying unexercised in-the-money
options at fiscal year-end options at fiscal year-end
Shares Value # ($)(2)
acquired on realized -------------------------- --------------------------
Name exercise ($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
David D. Glass............ 0 0 276,602 302,498 3,587,773 1,694,341
Donald G. Soderquist...... 0 0 102,153 228,832 1,066,460 1,131,955
William R. Fields......... 61,104 859,225 32,491 154,162 186,220 637,011
Dean L. Sanders........... 12,678 191,260 23,410 140,799 130,768 485,018
Joseph S. Hardin, Jr...... 16,665 309,080 22,352 125,516 92,295 526,561
</TABLE>
[FN]
<F1>
(1) Value realized is calculated based on the difference between
the option exercise price and the closing market price of the
Company's Common Stock on the date of exercise multiplied by the
number of shares to which the exercise relates.
<F2>
(2) Value of unexercised in-the-money options is calculated
based on the difference between the option exercise price and the
closing price of the Company's Common Stock at fiscal year end,
multiplied by the number of shares underlying the options. The
closing price on January 31, 1995 of the Company's Common Stock as
reported in the Wall Street Journal was $22.875.
Compensation Committee Report On Executive Compensation
Compensation Philosophy: The Company's executive compensation
program is designed to provide fair compensation to executives based
on their performance and contribution to Wal-Mart and to provide
incentives which attract and retain key executives, instill a long-
term commitment to the Company, and develop pride and a sense of
Company ownership, all in a manner consistent with shareholder
interests. Given these objectives, the executive officers'
compensation package includes primarily two elements: (1) base
salary, which is reviewed annually; and (2) incentive compensation
consisting of stock options. Company executives may elect to defer
compensation, with interest accruing on amounts deferred. Incentive
bonuses on the amounts deferred are paid at 10 years and 15 years
after initial deferral. Additionally, Company executives participate
in the Company's Profit Sharing Plan, which is a defined contribution
retirement plan with a significant portion of its assets invested in
Wal-Mart stock.
Annual adjustments to the base salaries of the Company's executives
are based on Wal-Mart's performance during the preceding fiscal year and
upon a subjective evaluation of each executive's individual contribution
to that performance. In evaluating overall Company performance, the primary
focus is on Wal-Mart's financial performance for the year as measured by
net income, total sales, comparable store sales and return on shareholder's
equity. Additionally, certain intangible criteria, including whether
Wal-Mart has conducted its operations in accordance with the standards
of business and social conduct expected of the Company by its associates,
shareholders and the communities in which it operates, may also be
considered.
Stock options are generally granted annually as additional
compensation in an effort to link each executive's future
compensation to the long-term financial success of Wal-Mart, as
measured by stock performance. Options are priced at 100% of the
stock market value on the day of grant and typically vest in equal
annual increments, beginning one year from the date of grant, over
the life of the option. The total number of options awarded each
executive is based on an option grant dollar amount (the product of
the number of option shares awarded multiplied by the option's
exercise price) equal to a percentage of each executive's salary. For
the CEO and other executives who serve as directors, this percentage
is established annually by the Compensation Committee of the Board.
For certain other executives, this percentage is recommended annually
by the Stock Option Committee and approved by the Compensation
Committee of the Board. These percentages are based on a subjective
evaluation of the performance of each executive under consideration
without regard to the number of options held by or previously granted
to each executive.
Compensation of the Chief Executive Officer: For the fiscal year
ending January 31, 1995, David Glass, Wal-Mart's Chief Executive
Officer, received a base salary of $985,000, an increase of 6.5% from
the prior fiscal year, and was granted near the close of the fiscal
year ended January 31, 1995, an option to purchase 64,590 shares of
Company Common Stock. Mr. Glass's salary increase and option grant
were based on a subjective evaluation which considered, in part, the
Company's financial performance for the fiscal year ended January 31,
1994 (i.e., a 17% increase in net income; a 21% increase in total
sales; a 6% increase in comparable store sales; and a 26.6% return
on beginning of year shareholders' equity). The option grant was also
based on a subjective evaluation which considered, in part, the
financial performance of the Company for the fiscal year ended
January 31, 1995 (i.e., an estimated 14.2% increase in net income; an
estimated 22.5% increase in total sales; an estimated 7.2% increase
in comparable store sales; and an estimated 24.9% return on beginning
of year shareholders' equity).
Deductibility of Compensation: Internal Revenue Code Section
162(m) limits the deductibility of compensation paid to the Chief
Executive Officer and the next four most highly compensated officers.
Compensation in excess of $1 million paid to these officers which is
not "performance-based," as defined in Section 162(m), is not
deductible.
Base salary does not qualify as performance-based compensation
under Section 162(m). Because Mr. Glass's salary for the fiscal year
ending on January 31, 1996, will exceed $1 million, Mr. Glass has
volunteered to defer receipt of that portion of his base salary in
excess of $1 million until after his retirement. This will allow Wal-
Mart to deduct the deferred portion of Mr. Glass's salary in excess
of $1 million for the years in which it is paid after his retirement.
This report is submitted by the members of the Compensation
Committee:
John A. Cooper, Jr. Robert H. Dedman
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended January 31, 1995, there were no
interlocking relationships between any executive officers of Wal-Mart
and any entity whose directors or executive officers serve on the
Board's Compensation Committee, nor did any current or past officers
of the Company serve on the Compensation Committee.
Stock Performance Graph
The following graph sets forth the yearly percentage change in
cumulative total shareholder return on the Company's Common Stock
during the preceding five fiscal years ended January 31, 1995,
compared with the cumulative total returns at the S&P 500 Index and
the published retail industry index. The comparison assumes $100 was
invested on January 31, 1990, in Wal-Mart Common Stock and in each of
the foregoing indices and assumes reinvestment of dividends.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMOUNT WAL-MART STORES, INC., THE S & P 500 INDEX
AND THE S & P RETAIL STORES COMPOSITE INDEX (1)
<CAPTION>
CUMULATIVE TOTAL RETURN
1/90 1/91 1/92 1/93 1/94 1/95
<S> <C> <C> <C> <C> <C> <C> <C>
Wal-Mart Stores, Inc. WMT 100 156 255 309 253 220
S & P 500 1500 100 108 133 147 166 167
S & P Retail Stores - IRSC 100 117 164 196 189 175
Composite
</TABLE>
[FN]
<F1>
* $100 Invested on 1/31/90 in stock or index - including reinvestment
of dividends. Fiscal year ending January 31.
<F2>
(1) Includes the following groups and companies:
RETAIL (DEPT. STORES)- Dillard Dept. Stores; May Dept. Stores;
Mercantile Stores; Nordstrom; Penney (J.C.).
RETAIL (DRUG STORES)- Longs Drug; rite Aid; Walgreen Co.
RETAIL (FOOD CHAINS)- Albertson's; American Stores; Bruno's Inc.;
Giant Food Cl. A; Great A&P; Kroger; Winn-Dixie.
RETAIL (GEN. MERCHANDISE)- Dayton-Hudson; Kmart; Sears, Roebuck &
Co.; Wal-Mart Stores.
RETAIL (SPECIALTY)- Circuit City Stores; Home Depot; Lowe's Cos.; M
Melville Corp.; Pep Boys; Price/Costco; Tandy Corp.; Toys R
Us; Woolworth.
RETAIL (SPECIALTY-APPAREL)- Charming Shoppes; Gap (The); Limited
Inc.; TJX Companies, Inc.
Compensation of Directors
During the fiscal year ended January 31, 1995, the compensation
to non-associate directors was $18,000 annually, payable in quarterly
increments of $4,500, plus $1,500 for every Board or Board Committee
meeting attended and $500 for each telephone meeting. Further, each
director was reimbursed his or her expenses incurred in attending the
meetings. Additionally, each director who is not an associate of the
Company or paid consultant is compensated at a rate of $1,500 per
day, not to exceed 30 days, for Board-related work outside of the
scope of his or her regular director duties. During the fiscal year
ended January 31, 1995, there was no Board-related work performed
requiring the payment of additional compensation.
During the fiscal year ended January 31, 1995, Jack Shewmaker
received a consulting fee of $150,000 pursuant to a consulting
agreement with the Company. Under the agreement he provides
consulting advice to Wal-Mart in exchange for an annual consulting
fee. The agreement with Mr. Shewmaker was initially for a five-year
term from May 1, 1988 to April 30, 1993, but has been extended
through April 30, 1998. It provides for payment of an annual fee of
$150,000. Additionally, Mr. Shewmaker remains eligible to receive the
benefits generally available to Company executives and his health
insurance costs are paid by the Company. The consulting agreement
further provides that he will continue to be nominated for a
director's position with Wal-Mart for a term concurrent with the
consulting arrangement.
Pursuant to the Directors Deferred Compensation Plan (the
"Plan"), outside directors may defer payment of all or any part of
their director fees. Under the Plan, an outside director has the
option of: (a) receiving a bookkeeping "cash" credit in the amount of
his or her deferred fees (these fees are retained by the Company with
interest thereon accrued and compounded annually, at a rate
determined by the Board, and are paid to the outside director upon
retirement from the Board); and/or (b) having the deferred fees
retained by Wal-Mart credited to him or her in the form of "phantom"
stock units.
MEETINGS OF DIRECTORS AND COMMITTEES OF
THE BOARD OF DIRECTORS
The Board meets regularly four times per year to review
significant developments affecting the Company and to act on matters
requiring Board approval. The Board has established four standing
committees to assist it: the Audit Committee, the Stock Option
Committee, the Compensation Committee, and the Executive Committee.
For the 1995 fiscal year, the Audit Committee met two times, the
Stock Option Committee met five times, the Compensation Committee met
once, and the Executive Committee met three times, having taken all
other action by written unanimous consent to action. These four
committees are described in more detail below.
The Audit Committee monitors the financial condition of the
Company and reviews its financial policies and procedures, its
internal accounting controls and the objectivity of its financial
reporting. The Audit Committee currently consists of F. Kenneth
Iverson, David R. Banks and Elizabeth A. Sanders.
The Stock Option Committee administers the Company's Stock
Option Plans. The Stock Option Committee currently consists of David
D. Glass, Donald G. Soderquist and S. Robson Walton.
The Compensation Committee administers the Company's Stock
Option Plans for certain officers of the Company, reviews the salary
and benefit structure of the Company with respect to its executive
officers and recommends specific actions concerning that structure to
the Board. The Compensation Committee currently consists of John A.
Cooper, Jr. and Robert H. Dedman.
The Executive Committee implements policy decisions of the
Board. The Executive Committee currently consists of Paul R. Carter,
David D. Glass, Donald G. Soderquist and S. Robson Walton.
The Company has no nominating committee.
For the fiscal year ended January 31, 1995, all incumbent
directors attended at least 75% of the aggregate of the total number
of meetings of the Board and the total number of meetings of all
committees on which each served.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
During the fiscal year ended January 31, 1995, Stan Kroenke, son-
in-law of the late James L. Walton, who was a director and officer of
the Company, held various ownership interests in shopping center
developments which leased space for 43 of the Company's store and
Sam's Club locations. Total rents and maintenance fees paid under the
respective leases for the fiscal year ended January 31, 1995 were
$18,163,495, of which $11,546,296 represents Mr. Kroenke's interest
in the amounts paid. The Company believes that rents and fees paid
for this leased space are competitive with amounts that would be paid
to an unaffiliated entity to lease similar space. Additionally,
during the fiscal year the Company paid the Kroenke/THF Utility Co.,
a utility company in which Mr. Kroenke has an ownership interest,
$335,067 for utility services provided to two of the Company's store
locations.
During the fiscal year ended January 31, 1995, Frank Robson, the
brother of Helen R. Walton, a beneficial owner of more than 5% of the
Company's Common Stock, and brother-in-law of the late Sam M. Walton,
held various ownership interests in nine store locations leased by
the Company. Total rents and maintenance fees paid under the
respective leases for the fiscal year ended January 31, 1995 were
$2,595,102. The Company believes that the rents and maintenance fees
paid under the leases is competitive with amounts that would be paid
to an unaffiliated entity to lease similar space.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires
the Company's executive officers, directors and persons who own more
than ten percent (10%) of the Company's Common Stock to file initial
reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). These reports are also filed with the
New York and Toronto Stock Exchanges and the Ontario Securities
Commission and a copy of each report is furnished to the Company.
Additionally, SEC regulations require that the Company identify
any individuals for whom one of the referenced reports was not filed
on a timely basis during the most recent fiscal year or prior fiscal
years. To the Company's knowledge, based solely on review of reports
furnished to it and written representations that no other reports
were required during and with respect to the fiscal year ended
January 31, 1995, all Section 16 (a) filing requirements applicable
to its executive officers, directors and more than 10% beneficial
owners were complied with, except as follows: (a) Robert K. Rhoads
inadvertently filed one report one month late showing a disposition
of shares; and (b) Thomas P. Seay inadvertently filed late one report
late showing the acquisition in 1992 of shares by a trust for which
he is trustee and omitted to show on two reports filed in 1993 and
1994, respectively, the acquisition by the trust of shares gifted by
him.
EQUITY SECURITIES AND PRINCIPAL HOLDERS
There were 2,297,580,232 shares of Common Stock issued and
outstanding on March 31, 1995.
The following table sets forth the beneficial ownership of the
Company's Common Stock by each person who, as of March 31, 1995, is
known to the Company to be the beneficial owner of 5% or more of the
Common Stock.
<TABLE>
Amount and Nature of
Beneficial Ownership
<CAPTION>
Direct or Indirect
with Sole Indirect with
Name and Voting and Shared Voting
Address of Investment and Investment Percent
Beneficial Owner (1) Power Power (1) Total of Class
<S> <C> <C> <C> <C>
Helen R. Walton....... 1,051,350 871,740,626 872,791,976 37.99
S. Robson Walton...... 414,984 (2) 871,760,878 872,175,862 37.96
John T. Walton........ 2,798,016 871,854,718 874,652,734 38.07
Jim C. Walton......... 4,564,068 871,740,626 876,304,694 38.14
Alice L. Walton....... 1,140,000 871,740,626 872,880,626 37.99
- ----
</TABLE>
[FN]
<F1>
(1) The shares listed as beneficially owned by each such person
include 871,273,976 shares held by the Walton Family Voting Trust,
which was established by Trust Agreement dated April 14, 1990. Helen
R. Walton, S. Robson Walton, John T. Walton, Jim C. Walton and Alice
L. Walton are the trustees (the "Trustees") of the Walton Family
Voting Trust. The business address of each Trustee is P.O. Box 1508,
Bentonville, Arkansas 72712. The Walton Family Voting Trust will
terminate on February 1, 2000, unless terminated before that date
pursuant to the terms of the Trust Agreement or by law. The voting of
all shares held by the Walton Family Voting Trust is determined by a
majority of the Trustees. The Trustees may only sell shares of
Common Stock held by the Walton Family Voting Trust with the prior
written consent of the holders of seventy percent or more of the
outstanding voting trust units.
<F2>
(2) Of the total number of shares set forth in this column,
there were 34,410 shares included on the basis that the beneficial
owner had a right to acquire beneficial ownership within 60 days
after March 31, 1995.
The following table sets forth the beneficial ownership of the
Company's Common Stock by each of the directors and nominees, each of
the executive officers named in the Summary Compensation Table and
all of the Company's directors and executive officers as a group as
of March 31, 1995.
<TABLE>
Amount and Nature of
Beneficial Ownership
<CAPTION>
Direct or Indirect
with Sole Indirect with
Voting and Shared Voting
Name of Investment and Investment Percent
Beneficial Owner Power (1) Power Total of Class
<S> <C> <C> <C> <C>
David R. Banks............ 8,000 8,000 16,000 *
Paul R. Carter............ 493,680 - 493,680 *
John A. Cooper, Jr........ 366,192 - 366,192 *
Robert H. Dedman.......... 2,000 - 2,000 *
William R. Fields......... 203,046 - 203,046 *
David D. Glass............ 2,772,779 92,908 2,865,687 *
Joseph S. Hardin, Jr...... 128,649 - 128,649 *
Frederick S. Humphries.... - - - *
F. Kenneth Iverson........ 4,000 - 4,000 *
Dean L. Sanders........... 282,848 - 282,848 *
Elizabeth A. Sanders...... 3,000 - 3,000 *
Jack Shewmaker............ 1,915,822 - 1,915,822 *
Donald G. Soderquist...... 2,027,139 - 2,027,139 *
S. Robson Walton.......... 414,984 871,760,878 872,175,862 37.96
John T. Walton............ 2,798,016 871,854,718 874,652,734 38.07
Directors and Executive
Officers as a Group
(20 persons).............. 12,230,230 871,974,186 884,204,416 38.48
- -----
</TABLE>
[FN]
<F1>
* Less than one percent
<F2>
(1) Includes shares that the following persons have a right to
acquire within 60 days after March 31, 1995 through the exercise of
stock options: (i) Messrs. Glass (276,602 shares), Soderquist
(102,153 shares), Fields (32,491 shares), Sanders (12,855 shares) and
Hardin (31,248 shares); and (ii) all directors and executive officers
as a group (665,352 shares).
SHAREHOLDER PROPOSALS
The Company has received two shareholder proposals for inclusion
in this Proxy Statement. Included with the proposals are the
shareholders' supporting statements. The Board has carefully
considered the proposals, together with the supporting statements,
and has concluded it cannot support the proposals for the reasons
given.
PROPOSAL NO. 1
CONCERNING EQUAL EMPLOYMENT REPORT
The Amalgamated Clothing and Textile Workers Union, 1808 Swann
Street, N.W., Washington D.C., holder of 110 shares, and other
shareholders, whose names, addresses and the number of shares held by
each will be furnished by the Company promptly upon the receipt of
any oral or written request, have advised the Company that they plan
to introduce the following proposal at the Annual Meeting. The text
of the proposal is:
Wal-Mart is one of America's largest retail chain employers in
the rapidly growing service oriented job market. We believe the vast
majority of Wal-Mart's customers are either women or racial
minorities. More than 50% of our nation's workforce is made up of
women and racial ethnic group members.
According to Secretary of Labor Robert Reich the, "artificial
barrier" known as the Glass Ceiling is holding back many women and
minorities from attaining positions commensurate with their skills
and training, and prevents the economy from growing to its full
potential. We are concerned whether Wal-Mart has a Glass Ceiling in
place.
We believe it makes good business sense for Wal-Mart to
describe and publicize its employment standards which relate to its
core customer groups and employees. By publicizing its standards,
Wal-Mart will be an example to companies with whom it does business.
In 1994 this resolution received support from 121,847,226 shares
representing 7.3% of the company's shares.
We share the concerns of the 1991 United States Congressional
Civil Rights and Glass Ceiling Commission that "additional remedies
under Federal law are needed to deter harassment and intentional
discrimination in the workplace ... women and minorities remain
underrepresented in management and decision making positions in
business." We support the statement, "We continue to find that if the
CEO is committed to ensuring diversity, it can happen," as published
in the U.S. Labor Department's report "Pipelines of Progress."
The sponsors of this proposal are pleased that a dialogue has
begun with top management on this important issue and appreciate Wal-
Mart's willingness to report to shareholders and associates regarding
company programs in this area. However we believe this report has a
serious flaw if there is no hard data describing whether these
programs are successful and Wal-Mart's meaningful progress in its
diversity programs.
RESOLVED: The shareholders request the Board to prepare a report
at reasonable cost, available to shareholders and employees reporting
on the following issues. This report, which may omit confidential
information, shall be available by September 1995.
1. A chart identifying employees according to their sex and race
in each of the nine major Equal Employment Opportunity Commission
defined job categories for 1992, 1993, 1994 listing numbers in each
category.
2. A summary of Wal-Mart's Affirmative Action policies and
programs to improve performance, including job categories where women
and minorities are underutilized.
3. A description of policies and programs oriented toward
increasing the number of managers, who are qualified females and/or
belong to minorities.
4. A general description of how our company publicizes our
company's affirmative action policies and programs to merchandise
suppliers and service providers.
5. A description of any policies and programs utilizing the
purchase of goods and services from minority- and female-owned
business enterprises.
The Company's Statement in Opposition
The Company firmly supports full compliance with all laws on
fair employment and civil rights and believes its hiring and
promotion practices demonstrate this. Wal-Mart's management reaffirms
its commitment to providing equal opportunity in employment and in
advancement for women and minorities. This commitment is an essential
part of our philosophy of respecting the individual.
Every effort is made to communicate to all applicants and
associates the Company's commitment to equal employment opportunity
and compliance with civil rights laws. Our Annual Report, internal
company communications and our advertising are all vehicles by which
we share our strong commitment to these issues. Additionally, the
Board monitors the Company's programs and performance regarding
hiring and advancement of women and minorities at each regular
meeting and the Company provides detailed information identifying
associates according to their sex and race to the federal government.
Because Wal-Mart believes that communicating with its
shareholders and associates is important, we have prepared a report,
which is available upon request, describing our policies, programs,
and progress in the area of equal employment. The report discusses
Wal-Mart's diversity initiatives, training and development programs,
internship programs, future workforce development, appointments and
promotions, employment standards, relations with vendors, and
advertising as they relate to equal employment issues.
The shareholder proposal, which Wal-Mart's shareholders have
twice rejected, requests a report on five topics. Four of these are
addressed in the report available to shareholders. The fifth item is
a chart known as a Form EEO-1, which is a confidential document filed
by private employers with the Equal Employment Opportunity
Commission. Wal-Mart has not included its Form EEO-1 in the report
prepared for shareholders. Providing the form to anyone other than
the EEOC may expose Wal-Mart to competitive injury. In addition,
because a report addressing items 2 through 5 of the proposal is
available to shareholders, Wal-Mart believes that providing the Form
EEO-1 is unnecessary because the report adequately addresses the
concerns raised in the filer's supporting statement.
Because Wal-Mart has made a report available that covers all but
one of the areas listed in the proposal, THE DIRECTORS RECOMMEND
SHAREHOLDERS VOTE AGAINST THIS PROPOSAL.
PROPOSAL NO. 2
CONCERNING CUMULATIVE VOTING
The Laborers' International Union of North America National
(Industrial) Pension Fund, 905 16th Street, N.W., Washington, D.C.,
holder of 14,600 shares, has advised the Company that it plans to
introduce the following proposal at the Annual Meeting. The text of
the proposal is:
RESOLVED: That the shareholders of Wal-Mart Stores, Inc.
("Company") recommend that our Board of Directors take the necessary
steps to adopt and implement a policy of cumulative voting for all
elections of directors.
SUPPORTING STATEMENT: The election of corporate directors is the
primary vehicle for shareholders to influence corporate affairs and
exert accountability on management. We believe that the Company's
financial performance is affected by its corporate governance
policies and procedures and the level of accountability they impose.
We believe cumulative voting increases the possibility of electing
independent-minded directors that will enforce management's
accountability to shareholders.
The election of independent-minded directors can have an
invigorating effect on the Board of Directors, fostering improved
financial performance and increased shareholder wealth. Management
nominees often bow to a Chairman's desires on business strategies and
executive pay without question.
Cumulative voting grants shareholders the number of votes equal
to the number of shares owned multiplied by the number of directors
to be elected. The shareholder may cast all of his or her votes for a
single director or apportion the votes among the candidates. At Wal-
Mart Stores, Inc., shareholders owning 10% of the outstanding shares
casting all their votes for one individual would be required to elect
one director, absent any other support.
Currently, the Company's Board of Directors is composed entirely
of management nominees. Cumulative voting places a check and balance
on management nominees by creating more competitive elections.
The argument that the adoption of cumulative voting will lead to
the election of dissidents to the Board of Directors who represent
the special interests of a minority of shareholders instead of the
best interests of all shareholders is misleading. Legally binding
standards of fiduciary duty compel all directors, no matter what
combination of shareholders elected them, to act in the best interest
of all shareholders. Any director who fails to respect the fiduciary
duties of loyalty and/or care exposes himself or herself to
significant liability. Legal recourse is available to correct any
breaches of fiduciary duty.
We do not accept the claim that in the complex world our Company
competes in, an honest difference of opinion over business strategies
and other policies of the Company makes the minority view a so-called
"special interest." Quite the contrary, dissent stimulates debate
which leads to thoughtful action. Cumulative voting will increase the
competitiveness of director elections. We believe competitive
elections for director will deter complacency on the Board of
Directors, which in turn will improve the performance of our Company
and increase shareholder wealth.
We urge your support for this proposal.
The Company's Statement in Opposition
The Company agrees that independent minded directors are
important to the effectiveness of your Board and that honest
differences of opinion among experienced, knowledgeable persons with
the objective of promoting the best interests of the shareholders can
often lead to more thoroughly discussed decisions. However,
cumulative voting could enable fewer than ten percent of the
shareholders to elect one or more directors who might be
representative of, and answerable only to, the group electing them.
This could cause divisions on the Board and could adversely affect
the operation of the business and affairs of the Company. The
fiduciary duties the proponent argues would prevent such problems on
the part of special interest nominees apply equally to any
"management" nominees. As a practical matter, legal recourse would
not prevent a director from pursuing a private agenda. Legal recourse
for breaches of the director's duties is a means only of addressing
improper action affirmatively taken by a director and would not
prevent the factionalism and dissent that could be generated by
having conflicting interests represented in the decision-making
process.
The Company believes that its directors are, and have
traditionally been, independent minded and have performed their
duties and responsibilities conscientiously and effectively. Nominees
are selected on the basis of personal achievements, business acumen,
diversity, integrity, sound judgment, energy, willingness to serve,
and other criteria relevant to their ability to be effective
representatives of all of shareholders. The Company's current
directors, for example, have a wide variety of business experiences
and abilities which benefit the Company.
Since Wal-Mart's founding twenty-five years ago the Board has
done an excellent job representing the interests of Wal-Mart's
shareholders. Wal-Mart has been one of the most successful companies
in U.S. history and the salaries of its management have been among
the most conservative, particularly for similarly sized companies.
Throughout this period, the Company believes that the Board has
functioned effectively and has constantly acted in the best interests
of all of the shareholders.
In light of the foregoing, the Company believes that the present
method of voting used by the Company and most of the other leading
corporations best promotes the election of directors who will
represent the interests of the shareholders as a whole and that there
have been no valid reasons submitted for implementing cumulative
voting. Accordingly, THE DIRECTORS RECOMMEND SHAREHOLDERS VOTE
AGAINST THIS PROPOSAL.
APPROVAL OF THE PRECEDING SHAREHOLDER PROPOSALS WOULD REQUIRE
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK OF
THE COMPANY PRESENT OR REPRESENTED BY PROXY AND ENTITLED TO VOTE AT
THE MEETING. UNLESS INSTRUCTED OTHERWISE, THE PERSONS NAMED IN THE
ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES REPRESENTED THEREBY
AGAINST BOTH SHAREHOLDER PROPOSALS.
INDEPENDENT AUDITORS
The Board has selected Ernst & Young as the Company's
independent auditors, a position held by that firm and its
predecessor, Arthur Young & Company, since prior to Wal-Mart's
initial offering of securities to the public in 1970. Representatives
of Ernst & Young are expected to be present at the shareholders
meeting with the opportunity to make a statement if they desire to do
so and to respond to appropriate questions.
REVOCABILITY OF PROXY
A shareholder giving a Proxy has the power to revoke it at any
time before its exercise. A Proxy may be revoked by filing with the
Secretary of the Company a written revocation or a duly executed
Proxy bearing a later date. A Proxy will be suspended if the
shareholder who executed it is present at the meeting and elects to
vote in person.
SPECIFICATIONS BY SHAREHOLDERS
Properly executed Proxies on the accompanying form which are
filed before the meeting and not revoked will be voted in accordance
with the directions and specifications contained therein. Unless
different directions are given, properly executed Proxies which are
filed and not revoked will be voted as previously described.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1996 annual
meeting should be directed to Robert K. Rhoads, Secretary of the
Company, Bentonville, Arkansas 72716 and must be received by the
Company on or before December 16, 1995. The proposal must comply with
the requirements of Rule 14a-8, promulgated under the Securities
Exchange Act of 1934.
SOLICITATION OF PROXIES
This solicitation is made on behalf of the Board of Directors of
the Company. The cost of soliciting these Proxies will be borne by
the Company. In addition to solicitation by mail, the Company may
arrange for brokerage houses and other custodians, nominees and
fiduciaries to forward Proxies and proxy material to their principals
and may reimburse them for their expenses in doing so.
ANNUAL REPORT
This Proxy Statement is accompanied or has been preceded by the
Annual Report of the Company for its fiscal year ended January 31,
1995. Shareholders are referred to the Annual Report for financial
information about the activities of the Company, but the Annual
Report is not incorporated into this Proxy Statement and is not to be
deemed a part of the proxy soliciting material.
OTHER MATTERS
The Board does not intend to present and has no reason to
believe that others will present at the Annual Meeting any items of
business other than as stated in the Notice of Annual Meeting of
Shareholders. If, however, other matters are properly brought before
the meeting, it is the intention of the persons named in the
accompanying Proxy to vote the shares represented thereby in
accordance with their best judgment and discretionary authority to do
so is included in the Proxy.
By Order of the Board of Directors
Bentonville, Arkansas Robert K. Rhoads
April 10, 1995 Secretary
ADMITTANCE SLIP
WAL-MART STORES, INC.
Annual Meeting of Shareholders
Place: Bud Walton Arena
University of Arkansas Campus
(parking on North Razorback Drive)
Fayetteville, Arkansas
Time: June 2, 1995 10:00 A.M., CDST
Casual Dress Recommended
Please present this slip at the entrance. Shareholders may bring
guests; however, the Company reserves the right to limit the number
of guests of each Shareholder. Photographs for use in Company
publications will be taken at the Annual Meeting. By attending, you
waive any claim to these photographs. Camcorders or video taping
equipment of any kind are expressly prohibited.
(Detach Proxy Here)
WAL-MART STORES, INC. PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF THE SHAREHOLDERS OF WAL-MART STORES, INC. TO BE HELD ON JUNE 2,
1995
The undersigned shareholder of Wal-Mart Stores, Inc. (the
"Company") having received the Notice of Annual Meeting of
Shareholders (the "Meeting") to be held on June 2, 1995, and a Proxy
Statement furnished by the Company's Board of Directors for the
Meeting, appoints S. ROBSON WALTON and DAVID D. GLASS or either of
them as Proxies and Attorneys-in-Fact, with full power of
substitution, to represent the undersigned and to vote all shares of
the Common Stock of the Company which the undersigned is entitled to
vote at the Meeting to be held June 2, 1995, in Bud Walton Arena,
University of Arkansas, Fayetteville, Arkansas, at 10:00 a.m. and any
adjournment thereof. If the undersigned is a participant in the Wal-
Mart Stores, Inc. Profit Sharing Plan (the "Plan"), the undersigned
further directs that the Trustee of the Wal-Mart Stores, Inc. Profit
Sharing Trust (the "Trustee") vote all stock which is attributable to
the undersigned's interest in the Plan at the Meeting and any
adjournment thereof, in the manner stated herein as to the following
matters and in the Trustee's discretion on any other matters that
come before the Meeting.
DIRECTORS RECOMMEND A VOTE "FOR"
1. ___ For the election of Paul R. Carter, John A. Cooper, Jr.,
Robert H. Dedman, David D. Glass, Dr. Frederick S.
Humphries, F. Kenneth Iverson, Elizabeth A. Sanders, Jack
Shewmaker, Donald G. Soderquist, John T. Walton and S.
Robson Walton
___ Withhold authority to vote for ALL of the above nominees
___ Withhold authority to vote for the following nominees only:
_______________________________________
_______________________________________
_______________________________________
DIRECTORS RECOMMEND A VOTE "AGAINST"
2. Shareholder proposal No. 1 requesting that the Board of
Directors prepare a report as described in the Company's Proxy
Statement dated April 10, 1995.
FOR ____ AGAINST ____ ABSTAIN ____
3. Shareholder proposal No. 2 requesting that the Board of
Directors take steps to adopt cumulative voting.
FOR ____ AGAINST ____ ABSTAIN ____
THIS PROXY WILL BE VOTED AS INDICATED BY THE SHAREHOLDER(S). IF
NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION
OF DIRECTORS AND "AGAINST" THE SHAREHOLDER PROPOSALS AS SET FORTH IN
THE PROXY STATEMENT DATED APRIL 10, 1995.
THE BOARD OF DIRECTORS KNOWS OF NO OTHER MATTER TO COME BEFORE
THE MEETING. IF ANY OTHER MATTERS ARE BROUGHT BEFORE THE MEETING,
THE PERSONS NAMED IN THIS PROXY OR THEIR SUBSTITUTES WILL VOTE THIS
PROXY ON SUCH MATTERS IN ACCORDANCE WITH THEIR BEST JUDGMENT.
Dated this _____ day of __________, 1995
________________________________________
________________________________________
________________________________________
IMPORTANT: Please sign Proxy as name appears. When stock is jointly
held, each joint owner should sign Proxy. When signing as attorney,
executor, administrator, trustee or guardian, please give full title.
If more than one trustee, all should sign. If a corporation, please
sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by authorized
person(s).
Pursuant to Rule 14a-6(b), filed herewith are the notice of meeting
and the form of proxy which have been prepared by the Registrant in
connection with the Registrant's annual meeting of shareholders
scheduled to be held June 2, 1995.
[End of introductory legend]
WAL-MART STORES, INC.
Bentonville, Arkansas
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 2, 1995
To the Shareholders of Wal-Mart Stores, Inc.:
The 1995 Annual Meeting of Shareholders (the "Annual Meeting")
of Wal-Mart Stores, Inc. (the "Company"), a Delaware corporation,
will be held Friday, June 2, 1995, at 10:00 a.m., in Bud Walton
Arena, University of Arkansas, Fayetteville, Arkansas, to consider
and act upon the following:
(1) Election of directors;
(2) Two shareholder proposals described on pages 10 through 13
in the Company's Proxy Statement, which are opposed by the Board of
Directors; and
(3) Transaction of any other business that may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 3,
1995, are entitled to notice of and to vote at the Annual Meeting. If
you plan to attend, please bring the Admittance Slip printed at the
top of the accompanying form of Proxy.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND, PLEASE SIGN AND RETURN
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. MAILING YOUR COMPLETED
PROXY WILL NOT PREVENT YOU FROM VOTING IN PERSON AT THE MEETING IF
YOU WISH TO DO SO.
THE PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS.
By Order of the Board of Directors
Robert K. Rhoads
Secretary
Bentonville, Arkansas
April 10, 1995
