SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 41(a) of
the Securities Exchange Act of 1934
Filed by the Registrant __X__
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____ Preliminary Proxy Statement
____ Confidential, for Use of the Commission Only, (as permitted
by Rule 14a-6(c)(2))
__X_ Definitive Proxy Statement
____ Definitive Additional Materials
____ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Wal-Mart Stores, Inc.
(Name of Registrant as Specified in its Charter)
Allison Garrett, Assistant Secretary, Wal-Mart Stores, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
__X_ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2)
____ $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
____ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11
PROXY RULES
1) Title of each class of securities to which transaction applies:
Common Stock
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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5) Total fee paid:
____ Fee paid previously with preliminary materials.
____ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
WAL-MART STORES, INC.
Bentonville, Arkansas
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 7, 1996
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 7, 1996, commencing at 10:00 a.m. (with pre-
meeting activities at 8:00 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 15, 1996.
In accordance with the By-laws of the Company, the Board has fixed the
close of business on April 8, 1996, 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, which may be specified on all matters
except the election of directors, 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 on such matter and,
accordingly, 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 except for Stephen Friedman and Stanley C. Gault 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.
Following the Annual Meeting of Shareholders, the Board will
consist of 13 directors. Between Annual Meetings, the Board has
authority under the Company's By-laws to fill vacancies and to
increase or decrease its size.
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 on the basis of outstanding achievement in their personal
careers; broad experience; wisdom; integrity; ability to make
independent, analytical inquiries; understanding of the business
environment; and willingness to devote adequate time to Board duties.
The Board is committed to diversified membership. The Board will not
discriminate on the basis of race, color, national origin, gender,
religion or disability in selecting nominees.
NOMINEES FOR DIRECTORS
Director
Name Age Business Experience Since
Paul R. Carter 55 Executive Vice President of Wal-Mart. 1988
Since September 1995, he has served
as President of Wal-Mart Realty Com-
pany. From 1988 to September 1995,
he served as Chief Financial Officer
of Wal-Mart.
John A. Cooper, Jr. 57 Chairman of the Board of Cooper Com- 1980
munities, Inc., Bentonville, Arkansas,
which is engaged in real estate devel-
opment. He is also a director of
Entergy Corporation and J.B. Hunt
Transport Services, Inc.
Stephen Friedman 58 Senior Chairman and Limited Partner New
of Goldman Sachs, & Co. since Decem-
ber 1994. From December of 1990 until
November 1994, he served as Co-Chair-
man or sole Chairman of Goldman, Sachs
& Co. Mr. Friedman is also Vice
Chairman of the Board of Trustees of
Columbia University, Chairman of the
Executive Committee of The Brookings
Institution and a member of The
Trilateral Commission, the Council on
Foreign Relations, the Board of Over-
seers of Memorial Sloan-Kettering
Cancer Center, Commentary Magazine
Publications Committee, and the Com-
mission on the Roles and Capabilities
of the United States Intelligence
Community. In addition, Mr. Friedman
has been nominated for election in
May 1996 as a director of the Federal
National Mortgage Association.
Stanley C. Gault 70 Chairman of The Goodyear Tire & Rubber New
Company since 1991 and Chief Execu-
tive Officer of The Goodyear Tire &
Rubber Company from 1991 to January
1996. Mr. Gault also served as Chair-
man and Chief Executive of Rubbermaid
Incorporated from 1980 to 1991. He is
also a director of Avon Products, Inc.,
PPG Industries, Inc., Rubbermaid Incor-
porated, and The Timken Company.
David D. Glass 60 President and Chief Executive Officer 1977
of Wal-Mart.
Dr. Frederick S. 60 President of Florida A&M University, 1993
Humphries Tallahassee, Florida. He is also a
director of Brinker International, Inc.
E. Stanley Kroenke 48 Chairman, The Kroenke Group, Columbia, 1995*
Missouri, which is engaged in real
estate development, and co-owner of
the St. Louis Rams National Football
League Franchise.
Elizabeth A. Sanders 50 Management consultant, The Sanders 1993
Partnership, Sutter Creek, California.
From 1981 until February 1990, she
served as Vice-President and General
Manager for Nordstrom, Inc. She is
also a director for H.F. Ahmanson &
Co., Flagstar Companies, Inc., and
Wolverine Worldwide, Inc.
Jack C. Shewmaker 58 Consultant; retired, Wal-Mart. 1977
Donald G. Soderquist 62 Vice Chairman and Chief Operating 1980
Officer of Wal-Mart.
Dr. Paula Stern 50 President of The Stern Grop, Inc., 1995
which is engaged international trade
consulting, since 1989. From 1993
to 1995, she was a Senior Fellow at
the Progressive Policy Institute.
She is a member of the President's
Advisory Committee for Trade Policy
and Negotiations and Advisory Commit-
tee for U.S. and Foreign Commercial
Services, and Chair of the Export
Import Bank of U.S. Advisory Committee.
From 1984 to 1986, she served as Chair-
woman of the International Trade Com-
mission. Dr. Stern is also a director
of Duracell International, Inc., Har-
court General, Inc., and Westinghouse
Electric Corp.
John T. Walton 49 Chairman of SATLOC, INC., Tempe, 1992*
Arizona, which is a manufacturer of
global positioning satellite systems
for industrial and agricultural
applications. From July 1983 to
March 1994, Mr. Walton was Chairman
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
Alternatives, Inc.
S. Robson Walton 51 Chairman of the Board of Wal-Mart. 1978*
Prior to his election as Chairman in
April 1992, he served as Vice Chairman
of Wal-Mart from 1985.
*S. Robson Walton and John T. Walton are brothers. E. Stanley
Kroenke is their first cousin by marriage.
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, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
Annual compensation Long-term compensation
Awards
Fiscal Other Restricted Number of All other
Year annual stock securities LTIP compensa-
Name and principal ended Salary(1) compensa- award(s) underlying payouts tion(3)
position Jan. 31, ($) Bonus($) ($)(2) ($) options(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David D. Glass 1996 1,035,000 0 66,759 0 66,064 0 40,359
President and Chief 1995 985,000 0 61,443 0 64,590 0 14,089
Executive Officer 1994 925,000 0 51,161 0 54,950 0 31,690
Donald G. Soderquist 1996 830,000 0 0 0 52,979 0 29,119
Vice Chairman and 1995 790,000 0 0 0 51,803 0 27,949
Chief Operating 1994 750,000 0 0 0 44,554 0 30,819
Officer
William R. Fields (4) 1996 671,731 0 87,548 0 38,777 0 25,400
Executive Vice 1995 590,000 0 0 0 35,011 0 20,889
President 1994 550,000 0 0 0 29,406 0 22,619
Joseph S. Hardin, Jr. 1996 537,885 0 0 0 47,126 0 19,415
Executive Vice 1995 500,000 0 0 0 29,670 0 17,712
President 1994 477,388 0 0 0 25,396 0 19,642
Paul R. Carter 1996 470,000 0 34,525 0 27,000 0 22,192
Executive Vice 1995 470,000 0 30,758 0 27,738 0 26,946
President 1994 450,388 0 26,394 0 26,733 0 26,837
</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) Amounts shown in this column represent incentive payments under
the Wal-Mart Stores, Inc. Officer Deferred Compensation Plan. In 1995
and 1994, these amounts were included in the column "All other
compensation." 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, 1996: (a) Company
contributions to the Company's Profit Sharing Plan (Mr. Glass $5,250,
Mr. Soderquist $5,250, Mr. Fields $5,250, Mr. Hardin $5,250 and Mr.
Carter $5,250); (b) Company contributions to the Company's
Supplemental Executive Retirement Plan (Mr. Glass $23,975, Mr.
Soderquist $23,800, Mr. Fields $18,261, Mr. Hardin $12,701 and Mr.
Carter $11,209); (c) above-market interest on deferred compensation
credited during the fiscal year ended January 31, 1996, to the
accounts of the named executive officers (Mr. Glass $11,065, Mr.
Soderquist $0, Mr. Fields $1,820, Mr. Hardin $1,395, and Mr. Carter
$5,664); and (d) $69 of term life insurance premiums paid by the
Company during fiscal year ended January 31, 1996, for the benefit of
each named executive officer.
<F4>
(4) Mr. Fields left the Company in April 1996.
Option Grants In Fiscal Year Ended January 31, 1996
The following table sets forth all options to acquire shares of
the Company's Common Stock granted to the named executive officers for
the fiscal year ended January 31, 1996.
<TABLE>
<CAPTION>
Individual Grants(1)
Potential realizable value at
Percent of assumed annual rates of stock price
Number of total appreciation for option term (2)
securities options
underlying granted to Exercise or
options associates base price Expiration
Name granted in fiscal year ($/Sh) date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
David D. Glass 66,064 0.93 23.50 11-16-05 976,353 2,474,292
Donald G. Soderquist 52,979 0.74 23.50 11-16-05 782,978 1,984,220
William R. Fields(3) 38,777 0.55 23.50 11-16-05 573,086 1,452,313
Joseph S. Hardin, Jr. 14,956 0.21 23.625 02-16-05 222,211 563,126
32,170 0.45 23.50 11-16-05 475,441 1,204,861
Paul R. Carter 27,000 0.38 23.50 11-16-05 399,034 1,011,230
</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 are generally exercisable in seven 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
seven years or termination of the options following termination of
employment.
<F3>
(3) Mr. Fields left the Company in April 1996.
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, 1996, 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
Shares Value options at fiscal year end (#) at fiscal year end($)(2)
acquired on realized
Name exercise ($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <S> <S> <S> <S> <S> <S>
David D. Glass.......... 0 0 340,940 304,224 3,448,020 884,094
Donald G. Soderquist.... 0 0 147,959 236,005 1,175,600 596,126
William R. Fields (3)... 0 0 60,262 165,168 300,233 351,932
Joseph S. Hardin, Jr.... 16,673 292,579 33,445 144,876 72,852 204,718
Paul R. Carter.......... 40,008 785,157 58,830 120,839 329,408 202,471
</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, 1996, of the Company's Common Stock as reported on the New
York Stock Exchange Composite Tape was $20.375.
<F3>
(3) Mr. Fields left the Company in April 1996.
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 three main elements:(1) base salary,
which is reviewed annually; (2)incentive compensation consisting of
stock options; and (3) bonus payments under the Company's Management
Incentive Plan. Company executives may elect to defer compensation,
with interest accruing on amounts deferred. Incentive bonuses on the
amounts deferred are paid annually commencing at 10 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.
Base Salary: 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: 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. Options granted before November 1995 are generally
exercisable in nine annual installments; options granted after that
time are generally exercisable in seven annual installments. 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.
Bonus Payments: Bonus payments are made under the Company's
Management Incentive Plan upon achievement of certain pre-established
performance criteria. For the 1996 fiscal year, the Compensation
Committee set three levels of overall performance objectives for the
Company: threshold, target and very good. Corresponding bonus levels
are assigned to participants in the plan by the Compensation
Committee, based on a set percentage of base salary. These bonus
levels are tied directly to the achievement of the specific levels of
performance objectives by the Company. The largest targeted bonus
opportunity granted under the plan, 10%, 20% and 30% of base salary,
was to an executive group including, among others, the Chairman, Chief
Executive Officer, Chief Operating Officer and Chief Financial
Officer. No incentive bonuses were paid under the plan for fiscal 1996
because the Company failed to achieve the applicable performance
objectives established by the Compensation Committee.
Compensation of the Chief Executive Officer: For the fiscal year
ended January 31, 1996, David Glass, Wal-Mart's Chief Executive
Officer, received a base salary of $1,035,000, an increase of 5.1%
from the prior fiscal year, and was granted near the close of the
fiscal year ended January 31, 1996, an option to purchase 66,064
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, 1995 (i.e., a 14.9% increase in net income; a 22.5% increase in
total sales; a 7.2% increase in comparable store sales; and a 24.9%
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, 1996 (i.e., an estimated 2% increase in net income; an
estimated 13.5% increase in total sales; an estimated 4% increase in
comparable store sales; and an estimated 21.5% 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). Mr. Glass deferred a portion of his compensation
during the fiscal year ended January 31, 1996, such that during the
year compensation actually received by Mr. Glass was less than $1
million. Because Mr. Glass's salary for the fiscal year ending on
January 31, 1997, 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 Dr. Frederick S. Humphries
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended January 31, 1996, 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, 1996,
compared with the cumulative total returns of the S&P500 Index and the
published retail industry index. The comparison assumes $100 was
invested on January 31, 1991, 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*
AMONG WAL-MART STORES, INC., THE S & P 500 INDEX
AND THE S & P RETAIL STORES-COMPOSITE INDEX
(graph)
<CAPTION>
1/91 1/92 1/93 1/94 1/95 1/96
<S> <C> <C> <C> <C> <C> <C>
Wal-Mart Stores, Inc. 100 164 199 163 141 127
S & P 500 100 123 136 153 154 213
S & P Retail Stores Composite 100 140 167 161 149 161
</TABLE>
[FN]
* $100 invested on 1/31/91 in stock or index -
including reinvestment of dividends
Fiscal year ending January 31.
Compensation of Directors
During the fiscal year ended January 31, 1996, the compensation
paid to non-associate directors was $24,000 annually, paid in
quarterly increments of $6,000, plus $1,500 for every Board or Board
Committee meeting attended and $500 for each telephone meeting. Each
director was also reimbursed his or her expenses incurred in attending
the meetings. Additionally, each director who is not an associate of
the Company or a paid consultant, is compensated at a rate of $1,500
per day, not to exceed 30 days, for Board-related assignments outside
of the scope of his or her regular director duties.
During the fiscal year ended January 31, 1996, 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 may elect to: (a)
receive 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) have 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 held four regular meetings and one telephonic meeting
during the year to review significant developments affecting the
Company, engage in strategic planning and act on matters requiring
Board approval. The Board has four standing committees: the Audit
Committee, the Compensation Committee, the Stock Option Committee, and
the Executive Committee. For the 1996 fiscal year, the Audit Committee
met two times, the Stock Option Committee met three times, the
Compensation Committee met five times, and the Executive Committee did
not meet, having taken all other action by written unanimous consent
to action. These 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, who is
retiring from the Board as of the Annual Meeting, Elizabeth A.
Sanders and Jack Shewmaker.
The Compensation Committee administers the Company's Stock Option
Plans for certain officers of the Company, sets the interest rate
applicable to the Company's Deferred Compensation Plan, 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., Robert H. Dedman, who is retiring from the
Board as of the Annual Meeting, and Dr. Frederick S. Humphries.
The Stock Option Committee administers the Company's Stock Option
Plans except with respect to certain officers of the Company. The
Stock Option Committee currently consists of David D. Glass, Donald G.
Soderquist and S. Robson Walton.
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. Shareholders who wish to
recommend director candidates may do so by writing to Robert K.
Rhoads, Secretary of the Company, providing the recommended
candidate's name, biographical information and qualifications.
Management of the Company will forward to the Board the most highly
qualified candidates for consideration.
For the fiscal year ended January 31, 1996, overall attendance at
the aggregate of all Board and committee meetings was over 90%. Each
incumbent director 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 that were held during the period
each director served.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
During the fiscal year ended January 31, 1996, Stan Kroenke, a
director 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, 1996 were
$21,879,607, of which $14,993,986 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. The Company also made
payments during the fiscal year ended January 31, 1996 to certain
entities in which Mr. Kroenke held an ownership interest as follows:
(i) an aggregate of $301,400 was paid for the reimbursement of certain
site selection and development costs incurred on behalf of the
Company; and (ii) $101,757 was paid as real estate commissions in
connection with obtaining two store sites for the Company, in which
commissions Mr. Kroenke had less than a 50 percent interest.
Additionally, during the fiscal year the Company paid the Kroenke/THF
Utility Co., a utility company in which Mr. Kroenke has an ownership
interest, $359,565 for utility services provided to two of the
Company's store locations, of which $131,852 represents Mr. Kroenke's
interest in the amounts paid.
During the fiscal year ended January 31, 1996, 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, 1996 were $2,478,715. 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.
Also during the fiscal year ended January 31, 1996, Alice Walton, a
beneficial owner of more than 5% of the Company's common stock,
acquired an indirect interest in U.S. Housewares Corporation. A wholly-
owned subsidiary of U.S. Housewares Corporation sold $6,531,718 in
consumer products to Wal-Mart during the fiscal year ended January 31,
1996.
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,
1996, 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) Thomas M. Coughlin and David
Dible each inadvertently filed one month late an initial report on
Form 3; (b) Thomas M. Coughlin inadvertently filed late an initial
report of beneficial ownership on a Form 3 for a family trust; (c) E.
Stanley Kroenke timely filed a Form 3 but inadvertently failed to
include additional shares held by his wife which was corrected in an
amended Form 3; (d) Dean L. Sanders inadvertently filed a late Form 4
with respect to a sale of shares; and (e) Bob L. Martin inadvertently
failed to reflect a gift in his year end Form 5 filed in March of
1995, but did reflect the gift in the Form 5 filed in March of 1996.
EQUITY SECURITIES AND PRINCIPAL HOLDERS
There were 2,292,883,430 shares of Common Stock issued and
outstanding on March 31, 1996.
The following table sets forth the beneficial ownership of the
Company's Common Stock by each person who, as of March 31, 1996, 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 1,047,830 871,273,976 872,321,806 38.04
S. Robson Walton 427,222(2) 871,291,668 871,718,890 38.02
John T. Walton 2,798,016 871,388,068 874,186,084 38.13
Jim C. Walton 4,564,068 871,273,976 875,838,044 38.20
Alice L. Walton 371,340 871,273,976 871,645,316 38.02
</TABLE>
[FN]
<F1>
(1) The shares listed as beneficially owned by each such person
include 871,273,976 shares held by Walton Enterprises, L.P. (the
"Partnership"). Helen R. Walton, S. Robson Walton, John T. Walton, Jim
C. Walton, Alice L. Walton and two trusts for the benefit of Helen R.
Walton are the general partners of the Partnership. The business
address of each partner is P.O. Box 1508, Bentonville, Arkansas 72712.
Dispositive and voting power over all of the shares held by the
Partnership is exercised by the partners.
<F2>
(2) Includes 47,018 shares that S. Robson Walton had a right to
acquire within 60 days after March 31, 1996 through the exercise of
stock options. Includes 27,340 shares held in the Company's Profit
Sharing Plan on behalf of Mr. Walton which Mr. Walton has sole voting
power, but no investment power, with respect to such shares.
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, 1996.
<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>
Paul R. Carter............. 100,921 383,541 484,462 *
John A. Cooper, Jr......... 314,980 41,712 356,692 *
Robert H. Dedman........... 2,000 - 2,000 *
William R. Fields.......... 223,405 - 223,405 *
Stephen Friedman (2)....... - - - *
Stanley C. Gault........... 3,000 - 3,000 *
David D. Glass............. 2,831,361 92,908 2,924,269 *
Joseph S. Hardin, Jr....... 110,560 13,740 124,300 *
Dr. Frederick S. Humphries. 300 - 300 *
F. Kenneth Iverson......... 4,000 - 4,000 *
E. Stanley Kroenke......... 534,553 39,914,932 40,449,485 1.76
Elizabeth A. Sanders....... 3,000 - 3,000 *
Jack Shewmaker............. 1,866,829 - 1,866,829 *
Donald G. Soderquist....... 1,981,005 79,508 2,060,513 *
Dr. Paula Stern............ 500 - 500 *
S. Robson Walton........... 427,222 871,291,668 871,718,890 38.02
John T. Walton............. 2,798,016 871,388,068 874,186,084 38.13
Directors and Executive
Officers as a Group
(27 persons)...............52,098,695 872,168,416 924,267,111 40.30
</TABLE>
- -----
[FN]
<F1>
* Less than one percent
<F2>
(1) Includes shares that the following persons had a right to
acquire within 60 days after March 31, 1996 through the exercise of
stock options:(i) Messrs. Carter (58,830 shares), Fields (31,378
shares), Glass (340,940 shares), Hardin (27,329 shares), Soderquist
(147,959 shares) and S. Robson Walton (47,018 shares); and (ii) all
directors and executive officers as a group (831,215 shares). Includes
shares held in the Company's Profit Sharing Plan on behalf of the
following persons which such persons have sole voting power, but no
investment power, with respect to such shares: (i) Messrs. Carter
(37,953 shares), Fields (25,621 shares), Glass (93,545 shares), Hardin
(31,089 shares), Soderquist (35,290 shares) and S. Robson Walton
(27,340 shares); and (ii) all directors and executive officers as a
group (430,613 shares).
<F3>
(2) Mr. Friedman acquired 20,000 shares of the Company's Common
Stock subsequent to March 31, 1996.
INDEPENDENT AUDITORS
The Board has selected Ernst & Young LLP 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 LLP 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 may also be revoked 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 1997 Annual Meeting
should be directed to Robert K. Rhoads, Secretary of the Company,
Bentonville, Arkansas 72716 by registered, certified, or express mail
and must be received by the Company on or before December 16, 1996.
The proposal must comply with the requirements of Rule 14a-8,
promulgated under the Securities Exchange Act of 1934. Proposals
submitted electronically or by facsimile will not be accepted.
All proposals and suggestions from shareholders are carefully
considered. If a proposal or suggestion is clearly in the best
interests of the Company and its Shareholders, the proposal will be
implemented without inclusion in the proxy statement, unless a
shareholder vote is required by law.
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,
1996. 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, 1996 Secretary
(Map with directions to Annual Shareholders' Meeting)
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 7, 1996 10:00 A.M. CDST
(Pre-meeting activities at 8:00 a.m.)
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.
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 7, 1996
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 7, 1996, 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 7, 1996, in Bud Walton Arena, University of Arkansas,
Fayetteville, Arkansas, at 10:00 a.m. (CDST) 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.
_________________________________
_________________________________
_________________________________
You are encouraged to specify your choice by marking the appropriate box,
SEE REVERSE SIDE, but you need not mark any box if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxy Committee
cannot vote your shares unless you sign and return this card.
FOLD AND DETACH HERE
WAL-MART STORES, INC.
Annual Meeting of Shareholders
June 7, 1996
10:00 a.m. (CDST)
(Pre-meeting activities at 8:00 a.m.)
Bud Walton Arena
University of Arkansas
Fayetteville, Arkansas
_X__ Please mark your vote
as in this example.
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 as set
forth in the Proxy Statement dated April 10, 1996. 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 listed in this Proxy or their
substitutes will vote this Proxy on such matters in accordance with their
best judgment.
The Board of Directors recommends a vote FOR:
FOR WITHHELD
1. Election of Directors _____ _____
(see reverse)
FOR, except vote withheld from the following nominee(s):
______________________________________________________
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).
__________________________________________
__________________________________________
Signature(s) Date
FOLD AND DETACH HERE
Your proxy vote is important to Wal-Mart Stores, Inc. In this regard, First
Chicago Trust Company has been appointed to act as Independent Inspector of
Election and will tabulate the proxy vote for the Annual Meeting of
Shareholders.
First Chicago now acts as the Company's Stock Transfer Agent, Registrar,
Dividend Disbursing Agent, and Administrator for the Company's Associate
Stock Ownership Plan. Should you have any questions or inquiries regarding
your shareholder account, please direct them to First Chicago at 1-800-438-
6278 or write to:
First Chicago Trust Company
P.O. Box 2540
Jersey City, NJ 07303-2540
Stock Up at SAM'S Club
As a Wal-Mart shareholder, you are qualified for membership at SAM'S Club.
Use this One-Day Trial Membership Card to stock up on name brand merchandise
for your business or home, all at low, warehouse prices.
If you've already joined SAM'S Club, you know what a great value membership
represents and you may want to pass this Trial Membership along to a friend
or colleague.
(Trial Membership Card attached)
Annual membership fee of $25* payable upon joining. One secondary membership
is available for only $10*.
*Sales tax additional, where applicable.
WAL-MART STORES, INC.
Bentonville, Arkansas
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 7, 1996
To the Shareholders of Wal-Mart Stores, Inc.:
The 1996 Annual Meeting of Shareholders (the "Annual Meeting") of
Wal-Mart Stores, Inc. (the "Company"), a Delaware corporation, will be
held Friday, June 7, 1996, at 10:00 a.m. (with pre-meeting
activities at 8:00 a.m.), in Bud Walton Arena, University of Arkansas,
Fayetteville, Arkansas, to consider and act upon the following:
(1) Election of directors; and
(2) 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 8,
1996, are entitled to notice of and to vote at the Annual Meeting. If
you plan to attend, please bring the Admittance Card which is printed
on the back cover hereof.
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, 1996
Annual Meeting Admittance Card on Back Cover
