<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
WAL-MART STORES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
WAL-MART STORES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
WAL*MART STORES, INC.
Bentonville, Arkansas 72716
(501) 273-4000
www.wal-mart.com
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 4, 1999
Please join us for the 1999 Annual Meeting of Shareholders of Wal-Mart
Stores, Inc. The Annual Meeting will be held on Friday, June 4, 1999, at 9:00
A.M. in Bud Walton Arena, University of Arkansas, Fayetteville, Arkansas. Pre-
meeting activities start at 7:00 A.M.
The purposes of the Annual Meeting are:
(1) Election of directors;
(2) To act on a proposed amendment to the Restated Certificate of
Incorporation of the Company to increase the number of authorized
shares of Common Stock;
(3) To act on four shareholder proposals described on pages 14 to 21 of
the Proxy Statement; and
(4) Any other business that may properly come before the Meeting.
You must be a shareholder of record at the close of business on April 6,
1999, to vote at the Annual Meeting. If you plan to attend, please bring the
Admittance Slip on the back cover. Regardless of whether you will attend,
please vote by signing, dating and returning the enclosed proxy card. Voting by
mail will not prevent you from voting in person at the Meeting.
By Order of the Board of Directors
/s/ ROBERT K. RHOADS
Robert K. Rhoads
Secretary
Bentonville, Arkansas
April 12, 1999
----------------------------------------------
|Annual Meeting Admittance Slip on Back Cover|
----------------------------------------------
<PAGE>
WAL*MART STORES, INC.
Bentonville, Arkansas 72716
(501) 273-4000
PROXY STATEMENT
This Proxy Statement is being mailed beginning April __, 1999, in
connection with the solicitation of proxies by the Board of Directors of Wal-
Mart Stores, Inc., a Delaware corporation, for use at the Annual Meeting of
Shareholders. The Meeting will be held in Bud Walton Arena, University of
Arkansas, Fayetteville, Arkansas, on Friday, June 4, 1999, at 9:00 A.M. Pre-
meeting activities start at 7:00 A.M.
TABLE OF CONTENTS
INFORMATION ABOUT THE ELECTION OF DIRECTORS....................................2
Nominees for Director.......................................................2
Compensation of Directors...................................................4
Board Meetings and Committees...............................................4
Transactions with Wal-Mart..................................................5
EXECUTIVE COMPENSATION.........................................................5
Compensation and Nominating Committee Report................................5
Summary Compensation Table..................................................8
Option Grants...............................................................9
STOCK OWNERSHIP...............................................................10
Ownership of Major Shareholders............................................10
Holdings of Officers and Directors.........................................11
Ownership Reporting Compliance.............................................12
STOCK PERFORMANCE CHART.......................................................13
PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES..........................13
SHAREHOLDER PROPOSALS.........................................................14
INDEPENDENT AUDITORS..........................................................21
DIRECTIONS TO THE MEETING AND ADMITTANCE SLIP.........................Back Cover
<PAGE>
Your proxy is solicited by the Board of Directors. The Company pays the cost
of soliciting your proxy and reimburses brokerage houses and others for
forwarding proxy material to you.
Wal-Mart's Board of Directors approved a two-for-one stock split at its
meeting on March 4, 1999. The stock split is payable on April 19 to
shareholders of record on March 19. Although the stock split will not be paid
until after the record date for the Annual Meeting, all stock ownership numbers
in the proxy statement reflect the stock split.
VOTING INFORMATION
Who can vote? If you owned shares at the close of business on April 6, 1999,
you are entitled to vote. You are entitled to one vote for each share you owned
on that date on each matter presented at the Meeting. As of March 31, 1999
there were 2,224,909,427 shares outstanding.
How does the stock split affect my vote? Because the payable date for the
stock split is after the record date for the Annual Meeting, you will be voting
pre-split shares.
Who counts votes? First Chicago Trust Company of New York will count the
votes represented by proxy. Two employees of First Chicago have been appointed
by the Board as independent inspectors of the election.
Is my vote confidential? Your proxy card, ballot, and voting records will not
be disclosed to Wal-Mart unless required by law, requested by you, or your vote
is cast in a contested election. If you write comments on your proxy card, your
comments, name and address will be provided to Wal-Mart, but how you voted will
remain confidential.
What vote is required to pass an item of business? The holders of the majority
of the outstanding stock must be present in person or represented by proxy to
hold the Meeting. The vote of the holders of a majority of stock present in
person or by proxy is required to elect any director or to approve the
shareholder proposals. The vote of the holders of a majority of Wal-Mart's
outstanding stock is required to approve the increase in the number of
authorized shares.
Votes withheld from nominees for director, abstentions and broker non-votes
count toward a quorum. Votes withheld from nominees for director and abstentions
on proposals have the same effect as votes against them. Broker non-votes have
no effect on the outcome of the election of directors or shareholder proposals
but will have the effect of a vote against the proposal to increase the number
of authorized shares.
Unless you indicate otherwise on your proxy card, the persons named as your
proxies will vote your shares FOR all of the nominees for director, FOR the
amendment to the Articles of Incorporation and AGAINST the shareholder
proposals.
How do I vote? You can vote in person at the Annual Meeting or you can vote by
proxy, which gives the proxy holder the right to vote your shares on your
behalf. There are three ways for you to send in your proxy:
. Mail the proxy voting card in the enclosed return envelope;
. Call 1-800-OK 2 VOTE (1-800-652-8683); or
. Log on to the Internet at:
http://www.eproxyvote.com/wmt
and follow the instructions at that site.
To use the second two methods, you must hold the shares in your own name rather
than through a broker.
Can I revoke my proxy? Yes. There are three ways for you to revoke your proxy
before your proxy holder votes your shares:
. File a written revocation with Wal-Mart's Secretary before the Meeting;
. Sign a proxy bearing a later date; or
. Vote in person at the Meeting.
1
<PAGE>
ITEM 1: INFORMATION ABOUT THE ELECTION OF DIRECTORS
Wal-Mart's directors are elected at each annual meeting and hold office until
the next election. All nominees are presently directors of Wal-Mart. Following
the Annual Meeting, Wal-Mart will have 15 directors. The Board has authority
under Wal-Mart's Bylaws to fill vacancies and to increase or decrease its size
between annual meetings.
Your proxy holder will vote your shares for the nominees unless you instruct
otherwise. If a nominee is unable to serve as a director, your proxy holder may
vote for any substitute nominee proposed by the Board unless you withhold this
authority.
NOMINEES FOR DIRECTOR
The following candidates are nominated by the Board. They have held the
positions shown for at least five years unless otherwise noted. They were
selected on the basis of outstanding achievement in their careers, broad
experience, wisdom, integrity, understanding of the business environment,
willingness to devote adequate time to Board duties, and ability to make
independent, analytical inquiries. The Board is committed to diversified
membership. The Board does not discriminate on the basis of race, color,
national origin, gender, religion or disability in selecting nominees.
<TABLE>
<CAPTION>
Director
--------
Name Age Business Experience Since
- ---- --- ------------------- -----
<S> <C> <C> <C>
Jeronimo Arango 73 Former Chairman of the Board and 1997
Founder of Cifra, S.A. de C.V., the largest
retailer in Mexico from December 1958 to March 1999.
John A. Cooper, Jr. 60 Chairman of the Board of Cooper 1980
Communities, Inc., which is engaged in real
estate development. He is also a director of
Entergy Corporation and J.B. Hunt Transport Services, Inc.
Stephen Friedman 61 Limited Partner of Goldman, Sachs & Co. 1996
since 1994 and Senior Chairman and Limited
Partner of Goldman, Sachs & Co. from
December 1994 to April 1998. Senior advisor to
Marsh & McLennan Risk Capital Corp. since
April 1998. He was previously Co-Chairman &
sole Chairman of Goldman, Sachs & Co. He is
also a director of Fannie Mae.
Stanley C. Gault 73 Retired Chairman of the Goodyear Tire & 1996
Rubber Company from June 1991 to June 1996
and Chief Executive Officer of the Goodyear Tire
& Rubber Company from June 1991 to January
1996. Mr. Gault previously served as Chairman
and Chief Executive Officer of Rubbermaid
Incorporated. He is also a director of Avon
Products, Inc., The Timken Company and Vencor Inc.
David D. Glass 63 President and Chief Executive Officer of Wal-Mart. 1977
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Director
--------
Name Age Business Experience Since
- ---- --- ------------------- -----
<S> <C> <C> <C>
Roland A. Hernandez 41 Chief Executive Officer and Chairman of 1998
Telemundo Group, Inc., a Spanish-language
television station company. From March 1995 to
July 1998 he served as President and Chief Executive
Officer of Telemundo Group, Inc. He was previously the
President of Interspan Communications, Inc.
Dr. Frederick S. Humphries 63 President of Florida A&M University. He is 1993
also a director of Brinker International, Inc.
E. Stanley Kroenke* 51 Chairman of The Kroenke Group, which is 1995
engaged in real estate development, and co-owner
of the St. Louis Rams National Football League
franchise.
Elizabeth A. Sanders 53 Management consultant with The Sanders 1993
Partnership since 1990. She was previously a
Vice-President and General Manager for
Nordstrom, Inc. She is also a director of
Advantica Restaurant Group, Inc., Washington
Mutual, Inc., Wellpoint, Inc., and Wolverine
Worldwide, Inc.
Jack C. Shewmaker 61 International consultant, rancher and retired 1977
Wal-Mart executive.
Donald G. Soderquist 65 Senior Vice Chairman of Wal-Mart. He was 1980
Vice Chairman and Chief Operating Officer of
Wal-Mart from January 1988 to January 1999.
Dr. Paula Stern 54 President of The Stern Group, Inc., an 1995
international trade advisory firm, since 1989. She
previously chaired the U.S. International Trade
Commission. Dr. Stern is also a director of Avon
Products, Inc., Columbia Broadcasting System,
Inc., Harcourt General, Inc. and Infinity
Broadcasting Corp.
Jose H. Villarreal 45 Partner in the San Antonio offices of the law 1998
firm of Akin, Gump, Strauss, Hauer & Feld,
L.L.P., from July 1994 to the present. He was
previously a partner with the law firm of
McGinnis, Lochridge & Kilgore, L.L.P. He is
also a director of Fannie Mae.
John T. Walton* 52 Chairman of True North Partners, L.L.C. 1992
(formerly Quantum Partners, L.L.C.), which
holds investments in technology companies.
S. Robson Walton* 54 Chairman of the Board of Wal-Mart. 1978
</TABLE>
* S. Robson Walton and John T. Walton are brothers. E. Stanley Kroenke is their
first cousin by marriage.
3
<PAGE>
COMPENSATION OF DIRECTORS
During the calendar year ended December 31, 1998, the compensation
paid to outside directors was $50,000, paid in quarterly increments of $12,500.
At least one-half of the retainer is taken in Wal-Mart stock or stock units.
Chairpersons of board committees receive an additional retainer of $3,000. Each
outside director was paid $1,500 per day, not to exceed 30 days per year, for
Board-related work outside of the scope of regular director duties. Directors
are not paid for meeting attendance but are reimbursed for expenses incurred in
attending the meetings.
At the Board's March 1999 meeting, the Board approved annual stock
option grants to the directors in order to more closely link the Board's
compensation to the interests of shareholders. The option grants are expected to
be made annually in conjunction with the Company's annual meeting. No grants
have been made to date.
During the fiscal year ended January 31, 1999, Jack Shewmaker received
certain benefits available to Company executives, and his health insurance costs
were paid by the Company.
BOARD MEETINGS AND COMMITTEES
The Board held four regular meetings and three telephonic meetings
during the year to review significant developments affecting the Company, engage
in strategic planning and act on matters requiring Board approval. The Board
has five committees: the Audit Committee, the Compensation and Nominating
Committee, the Executive Committee, the Stock Option Committee, and the
Strategic Planning and Finance Committee. For the 1999 fiscal year, the Audit
Committee met five times, the Compensation and Nominating Committee met six
times, the Stock Option Committee met four times, and the Strategic Planning and
Finance Committee met four times. The Executive Committee did not meet, but
acted by written unanimous consents to action during the year. These committees
are described in more detail below.
Audit Committee: This Committee monitors the financial condition of
Wal-Mart, reviews its financial policies and procedures, its internal accounting
controls and the objectivity of its financial reporting and makes
recommendations to the Board concerning the engagement of the independent
auditors. The Committee also reviews transactions between the Company and
officers or directors. Elizabeth Sanders chairs the Committee. Other Committee
members are Roland Hernandez, Jack Shewmaker and Paula Stern.
Compensation and Nominating Committee: This Committee administers
Wal-Mart's Stock Incentive Plan for executive officers, sets the interest rate
applicable to the Deferred Compensation Plan, sets and verifies attainment of
goals under the Management Incentive Plan and reviews the salary and benefits
structure for executive officers. This Committee also recommends to the Board
nominees for directors. John Cooper, Jr., chairs the Committee. Other Committee
members are Fred Humphries, Jose Villarreal and John Walton.
Executive Committee: This Committee implements policy decisions of
the Board and acts on its behalf between meetings. The Committee consists of
David Glass, Don Soderquist and Rob Walton.
Stock Option Committee: This Committee administers Wal-Mart's Stock
Incentive Plan, except with respect to executive officers. Rob Walton chairs
the Committee. Other Committee members are David Glass and Don Soderquist.
Strategic Planning and Finance Committee: This Committee considers
important financial decisions of the Company and engages in long-range strategic
planning. Stanley Gault chairs the Committee. Other Committee members are
Jeronimo Arango, Stephen Friedman and Stan Kroenke.
For the fiscal year ended January 31, 1999, overall attendance at all
Board and committee meetings was over 90%. With the exception of Stanley Gault,
each incumbent director attended at least 75% of the Board meetings and 75% of
the meetings of committees on which he or she served.
4
<PAGE>
RELATED-PARTY TRANSACTIONS WITH WAL-MART
During the fiscal year ended January 31, 1999, Stan Kroenke, a
director, held interests in shopping center developments which leased space to
Wal-Mart for 46 store and Sam's Club locations. Total rents and maintenance
fees paid by Wal-Mart under these leases for the fiscal year were $31,428,253.
Mr. Kroenke's interest in the amounts paid was $19,881,101. We believe that
rents and fees paid for this leased space are competitive with amounts that
would be paid to a third party to lease similar space.
Additionally, during the fiscal year Wal-Mart paid the Kroenke/THF
Utility Co., a utility company in which Mr. Kroenke has an ownership interest,
$110,821 for utility services provided to two stores. Mr. Kroenke's interest in
the amounts paid was $40,634. Wal-Mart also paid $140,163 in expenses related
to signs and other items at ten stores to entities he owns. Mr. Kroenke's
interest in the amounts paid was $89,704.
Frank Robson, the brother of Helen R. Walton, a beneficial owner of
more than 5% of Wal-Mart stock, held various ownership interests in nine store
locations leased by Wal-Mart. The Company paid rents and maintenance fees of
$2,277,063 under the leases for the fiscal year ended January 31, 1999. We
believe that the rents and maintenance fees paid under the leases are
competitive with amounts that would be paid to a third party to lease similar
space.
Alice Walton, a beneficial owner of more than 5% of Wal-Mart stock,
has an indirect interest in U.S. Housewares Corporation. A wholly owned
subsidiary of U.S. Housewares Corporation sold $4,594,000 in consumer products
to the Company during the fiscal year ended January 31, 1999. Ms. Walton also
has an indirect interest in Loadhandler Industries, Inc., which had sales of
$1,271,217 to the Company during the fiscal year. We believe that these
transactions were competitive with amounts that would be paid to third parties
in similar transactions.
In March 1998, Wal-Mart's Board of Directors approved an agreement
between the Company and Walton Enterprises, L.P., providing that the Company
would register on behalf of Walton Enterprises up to 25 million shares of Wal-
Mart stock. Walton Enterprises is the entity through which the Walton family
holds most of its Wal-Mart stock. On June 16, 1998, the Company filed a
Registration Statement on behalf of Walton Enterprises registering 14,710,000
shares. Walton Enterprises reimbursed the Company or paid directly all fees and
expenses incurred by the Company in connection with the Registration Statement
and subsequent prospectus supplements.
Stephen Friedman, a director, is a limited partner of Goldman, Sachs &
Co. ("Goldman"). Goldman and its subsidiaries have provided investment banking
and related financial services to the Company during fiscal 1999 and are
expected to provide similar services to the Company during fiscal 2000.
Additionally, Manhattan Products, Inc., which is owned by members of Mr.
Friedman's family, had sales to Wal-Mart of $2,695,021 during the past fiscal
year.
EXECUTIVE COMPENSATION
COMPENSATION AND NOMINATING
COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Compensation Philosophy: Wal-Mart's executive compensation program is
designed to: (1) provide fair compensation to executives based on their
performance and contributions to Wal-Mart; (2) provide incentives to attract and
retain key executives; and (3) instill a long-term commitment to Wal-Mart and
develop pride and a sense of Company ownership, all in a manner consistent with
shareholder interests.
The Compensation and Nominating Committee set the salaries of David
Glass, the Chief Executive Officer, and Rob Walton, the Chairman. The Committee
approved the salaries
5
<PAGE>
of Don Soderquist and Paul Carter, Wal-Mart executives who served on the Board
of Directors during the fiscal year. As a part of its oversight of the Company's
compensation programs, the Committee also reviewed the salaries paid to certain
other Wal-Mart executives.
The executive officers' compensation package has three main parts: (1)
base salary, which is reviewed annually; (2) equity compensation consisting of
stock options and, for certain executives, restricted stock; and (3) incentive
payments under the Company's Management Incentive Plan, which may be earned
annually depending on the Company's achievement of pre-established goals
relating to increases in pre-tax profits. Wal-Mart has a Deferred Compensation
Plan under which executives may defer compensation, with interest accruing on
amounts deferred. Incentive payments on the amounts deferred are accrued
annually starting 10 years after the initial deferral. Company executives also
participate in the Company's 401(k) Plan and its Profit Sharing Plan, which is a
defined contribution retirement plan with its assets primarily invested in Wal-
Mart stock.
Base Salary: Base salaries of Company executives are based on Wal-
Mart's performance for the prior fiscal year and upon a subjective evaluation of
each executive's 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,
return on assets and shareholders' equity. Other criteria, including whether
Wal-Mart conducts its operations in accordance with the business and social
standards expected by its associates, shareholders and the communities in which
it operates, are also considered.
Equity Participation: Stock options are generally granted annually
under Wal-Mart's Stock Incentive Plan in order to link executives' compensation
to the long-term financial success of Wal-Mart, as measured by stock
performance. Options are generally priced at 100% of the closing price of Wal-
Mart stock on the day of grant. They typically vest in equal annual increments,
beginning one year from the date of grant. Options granted on or after November
17, 1995, are exercisable in seven annual installments.
The total number of options awarded to each executive is generally
based on an option grant dollar amount divided by the option's exercise price.
The option grant dollar amount is the product of the executive's base salary
multiplied by the appropriate stock option grant percentage. For example, if an
executive makes $100,000 per year and the percentage applied is 150%, the option
grant dollar amount for the executive is $150,000. This amount is divided by
the stock price on the date of grant. In this example, $150,000 divided by a
stock price of $80 will result in a grant of an option to purchase 1,875 shares
at $80 per share.
The Committee establishes the percentages for, and makes awards of
options to, executive officers required to file reports with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended
("Section 16 persons"). These percentages are based on a subjective evaluation
of the performance of each executive without regard to the number of options
held by or previously granted to the executive.
In addition to stock options, certain executives are from time to time
granted restricted stock under Wal-Mart's Stock Incentive Plan. Any award of
restricted stock to Section 16 persons will be made by the Committee, which sets
the vesting criteria. Awards may be made to provide incentives to enhance the
job performance of certain executives or to induce them to remain with or to
become associated with the Company.
Incentive Payments: Incentive payments are made under Wal-Mart's
Management Incentive Plan upon achievement of pre-established
6
<PAGE>
performance criteria. For the 1999 fiscal year, the Committee set three levels
of overall performance objectives for the Company: threshold, business plan and
maximum.
Corresponding incentive levels for the 1999 fiscal year were assigned
to participants in the plan by the Committee as percentages of base salary.
These incentive levels are tied directly to the achievement of specific levels
of performance objectives. Incentive percentages ranging from a low of 15% of
base salary at the threshold level to a high of 200% at the maximum level were
payable under the plan to an executive group including, among others, the
Chairman, Chief Executive Officer, Senior Vice Chairman, Vice Chairman and Chief
Operating Officer and Chief Financial Officer. For these officers, performance
goals are based on overall corporate performance. For divisional executives,
performance goals are based on a combination of corporate and divisional
performance.
For the fiscal year ended January 31, 1999, corporate pre-tax profits
exceeded the maximum level set by the Committee. As a result, incentive
payments were made under the Management Incentive Plan in March of 1999 for
performance in the fiscal year ended January 31, 1999.
Compensation of the Chief Executive Officer: During fiscal year 1999,
David Glass, Wal-Mart's Chief Executive Officer, received a base salary of
$1,220,000, an increase of 5.2% from the prior fiscal year. He was also
granted options to purchase 180,472 shares of Wal-Mart stock. Mr. Glass's
salary increase and option grant were based on a subjective evaluation which
considered, in part, Wal-Mart's financial performance for the fiscal year ended
January 31, 1998 (i.e., a 15.4% increase in net income; a 12.5% increase in
total sales; a 6.1% increase in comparable store sales; and a 19.8% return on
average shareholders' equity). The option grant was also based on a subjective
evaluation which considered, in part, the projected financial performance of the
Company for the fiscal year ended January 31, 1999 (i.e., a 25.6% increase in
net income; a 16.7% increase in total sales; a 9.0% increase in comparable store
sales; and a 22.4% return on average shareholders' equity). Mr. Glass also
received an incentive payment of $2,440,000 under Wal-Mart's Management
Incentive Plan. This bonus was based on Wal-Mart's achievement of the pre-tax
net profit performance goals established by the Committee and was paid in the
current fiscal year but relates to performance in the fiscal year ended January
31, 1999. During the fiscal year, Mr. Glass also received an award of 93,750
shares of restricted stock.
Deductibility of Compensation: Internal Revenue Code Section 162(m)
provides that compensation in excess of $1 million paid to an executive officer
is not deductible unless it is performance based. 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, 1999, so that during the year he actually received less
than $1 million in compensation. Because his base salary for the fiscal year
ending on January 31, 2000, will exceed $1 million, Mr. Glass has volunteered to
defer receipt of that portion of his base salary in excess of $1 million until
after his retirement. This allows Wal-Mart to deduct the deferred portion of
his base salary when it is paid after his retirement.
This report is submitted by the Compensation and Nominating Committee:
John A. Cooper, Jr.
Dr. Frederick S. Humphries
Jose H. Villarreal
John T. Walton
7
<PAGE>
SUMMARY COMPENSATION
This table shows the compensation during each of the Company's last three fiscal
years paid to Wal-Mart's Chief Executive Officer and four other most highly
compensated executive officers based on compensation earned during the fiscal
year ended January 31, 1999.
<TABLE>
<CAPTION>
Annual compensation Long-term compensation
------------------- ----------------------
Fiscal Other Restricted Number of
year Incentive annual stock shares All other
Name and ended Salary Payment compensation awards underlying compensation
position Jan. 31, ($)(1) (3) ($)(4) ($)(5) options (6) ($)(7)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
David D. Glass 1999 1,130,746(2) 2,440,000 85,071 3,000,000 180,472 419,478
President and 1998 1,163,846 1,102,000 80,678 2,000,000 174,272 221,023
Chief Executive Officer 1997 1,085,000 377,580 71,363 0 271,250 40,436
- --------------------------------------------------------------------------------------------------------------------------------
Donald G. Soderquist 1999 946,342 1,440,000 0 2,500,000 130,136 89,190
Senior Vice Chairman 1998 906,000 755,700 0 1,750,000 114,680 51,352
1997 860,000 299,280 0 0 179,166 30,866
- --------------------------------------------------------------------------------------------------------------------------------
Bob L. Martin 1999 683,048 1,008,000 14,691 2,000,000 88,730 88,151
Executive Vice President 1998 549,827 495,000 14,514 1,500,000 75,118 43,541
and President of the 1997 500,000 87,000 23,708 0 104,166 18,011
International Division
- --------------------------------------------------------------------------------------------------------------------------------
H. Lee Scott, Jr. 1999 668,204 1,126,154 0 2,000,000 100,266 53,167
Vice Chairman and 1998 489,615 453,750 0 1,500,000 100,000 27,452
Chief Operating Officer 1997 390,000 138,645 0 0 81,250 14,174
- --------------------------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin 1999 655,841 1,008,000 24,469 2,000,000 86,228 92,081
Executive Vice President 1998 487,923 453,750 21,623 1,500,000 68,858 57,809
and President of the 1997 420,000 149,310 35,930 0 87,500 17,690
Wal-Mart Stores Division
</TABLE>
(1) This column includes compensation earned during the fiscal year, but
deferred.
(2) This amount differs slightly from the amount shown in the Compensation and
Nominating Committee Report due to differences between the fiscal year and
the compensation year.
(3) Incentive payments in this column relate to performance under the
Management Incentive Plan during the January 31, 1997, 1998 and 1999 fiscal
years but were paid during the January 31, 1998, 1999 and 2000 fiscal
years, respectively.
(4) These amounts are incentive payments on amounts deferred under the Officer
Deferred Compensation Plan. These amounts do not include the value of
perquisites and other personal benefits because they do not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus for any named
officer.
(5) Restricted stock shares were awarded during the fiscal year ended January
31, 1999. The fair market value on the date of grant was $32 per share.
Awards were made to Messrs. Glass, Soderquist, Martin, Scott, and Coughlin
in the amounts of 93,750, 78,126, 62,500, 62,500, and 62,500 shares,
respectively. Dividends are paid on the restricted stock. The awards
generally vest in three equal increments--three years from the date of
grant, seven years from the date of grant, and upon attainment of age 65.
The restricted stock of David Glass and Don Soderquist vests one-third
three years from the date of grant and two-thirds seven years from the date
of grant.
8
<PAGE>
(6) The number of shares underlying options is shown on a post-stock split
basis.
(7) "All other compensation" for the fiscal year ended January 31, 1999,
includes Company contributions to Wal-Mart's Profit Sharing, Supplemental
Executive Retirement and 401(k) plans, above-market interest credited on
deferred compensation, and term life insurance premiums paid by Wal-Mart
for the benefit of each officer. These amounts are shown in the following
table:
<TABLE>
<CAPTION>
Profit Life
Sharing SERP 401(k) Above-market Insurance
Name contributions contributions contributions interest premiums
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David D. Glass $3,200 $82,911 $3,200 $330,081 $86
- ----------------------------------------------------------------------------------------------------
Donald G. Soderquist $3,200 $61,437 $3,200 $ 21,267 $86
- ----------------------------------------------------------------------------------------------------
Bob L. Martin $3,200 $39,255 $3,200 $ 42,410 $86
- ----------------------------------------------------------------------------------------------------
H. Lee Scott, Jr. $3,200 $38,501 $3,200 $ 8,180 $86
- ----------------------------------------------------------------------------------------------------
Thomas M. Coughlin $3,200 $35,589 $3,200 $ 50,006 $86
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
This table shows all options to acquire shares of Wal-Mart stock granted to the
named executive officers during the fiscal year ended January 31, 1999. The
table reflects the stock split as if it has already occurred.
Individual Grants
-----------------
<TABLE>
<CAPTION>
Number of Percent of
Shares total options
underlying granted to Exercise Grant date
options associates in price/share Expiration present value
NAME granted fiscal year (1) date (2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David D. Glass 58,090 0.83% $19.969 7/31/08 $ 924,212
122,382 1.76% $39.875 1/13/09 $1,706,005
- ----------------------------------------------------------------------------------------------------
Donald G. Soderquist 45,872 0.65% $19.969 7/31/08 $ 729,824
84,264 1.21% $39.875 1/13/09 $1,174,640
- ----------------------------------------------------------------------------------------------------
Bob L. Martin 30,046 0.43% $19.969 7/31/08 $ 478,032
58,684 0.84% $39.875 1/13/09 $ 818,055
- ----------------------------------------------------------------------------------------------------
H. Lee Scott, Jr. 30,046 0.43% $19.969 7/31/08 $ 478,032
70,220 1.01% $39.875 1/13/09 $ 978,867
- ----------------------------------------------------------------------------------------------------
Thomas M. Coughlin 27,544 0.39% $19.969 8/11/08 $ 491,110
58,684 0.84% $39.875 1/13/09 $ 818,055
</TABLE>
(1) The exercise price generally equals the closing price of Wal-Mart stock on
the date of grant. The options vest in seven equal annual installments
beginning one year after grant. They expire ten years after grant.
(2) The fair value of these options at the date of grant was estimated using a
Black-Scholes option pricing model. The assumptions for options granted in
August 1998 are: a 5.78 year expected life of the options; a dividend yield
of 0.78%; expected volatility of 0.287% and a risk-free rate of return of
9
<PAGE>
5.48%. The following weighted-average assumptions were used to estimate the
value of options granted on January 14, 1999: a 5.78 year expected life of
the options; a dividend yield of 0.39%; expected volatility for Wal-Mart
stock of 0.287%; and a risk-free rate of return of 4.47%.
Option Exercises and Fiscal Year End Option Values: This table shows all stock
options exercised by the named executives during the fiscal year ended January
31, 1999, and the number and value of options they held at fiscal year end. The
table reflects shares as if the stock split has already occurred.
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Shares Value underlying Unexercised In-the-Money
acquired on realized Options at fiscal year end Options at fiscal year end ($)(2)
Name exercise ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David D. Glass 160,000 3,357,496 658,074 1,436,322 21,511,411 19,052,098
- ----------------------------------------------------------------------------------------------------------------------------
Donald G. Soderquist 44,448 1,513,314 474,854 1,036,342 15,398,449 13,900,624
- ----------------------------------------------------------------------------------------------------------------------------
Bob L. Martin 0 0 213,634 552,562 6,059,434 7,268,760
- ----------------------------------------------------------------------------------------------------------------------------
H. Lee Scott, Jr. 0 0 148,266 468,992 4,807,580 7,047,374
- ----------------------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin 56,558 1,464,932 38,160 332,162 1,031,722 6,289,032
</TABLE>
(1) The value realized equals the difference between the option exercise price
and the closing price of Wal-Mart stock on the date of exercise, multiplied by
the number of shares to which the exercise relates.
(2) The value of unexercised in-the-money options equals the difference between
the option exercise price and the closing price of Wal-Mart stock at fiscal year
end, multiplied by the number of shares underlying the options. The closing
price of Wal-Mart stock on Friday, January 29, 1999, as reported in The Wall
Street Journal, was $43, as adjusted for the stock split payable on April 19,
1999.
STOCK OWNERSHIP
The following tables set forth ownership of Wal-Mart stock by major
shareholders, directors and executive officers of the Company. The table
reflects share ownership as if the stock split has already occurred.
Ownership of Major Shareholders (1)
-------------------------------
There were 4,449,818,854 shares of Wal-Mart stock issued and outstanding on
March 31, 1999. The following table lists the beneficial owners of 5% or more
of Wal-Mart Stock as of March 31, 1999.
<TABLE>
<CAPTION>
Direct or Indirect Indirect with
Name and Address of with Sole Voting Shared Voting
Beneficial Owner and Investment Power and Investment Power Total Percent of Class
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alice L. Walton (1) 7,881,750 1,695,749,864 1,703,631,614 38.29%
- ----------------------------------------------------------------------------------------------------------------
Helen R. Walton (1) 3,320,548 1,695,746,480 1,699,067,028 38.18%
- ----------------------------------------------------------------------------------------------------------------
Jim C. Walton (1) 13,323,902 1,695,746,480 1,709,070,382 38.41%
- ----------------------------------------------------------------------------------------------------------------
John T. Walton (1), (3) 12,538,780 1,695,974,664 1,708,513,444 38.40%
- ----------------------------------------------------------------------------------------------------------------
S. Robson Walton (1), (2) 4,150,020 1,696,084,436 1,700,234,456 38.21%
</TABLE>
(1) The shares listed as beneficially owned by each person include
1,695,746,480 shares held by Walton Enterprises, L.P. Helen R. Walton, S.
Robson Walton, John T. Walton, Jim C. Walton, Alice L.
10
<PAGE>
Walton and a trust for the benefit of Helen R. Walton are the general
partners. The general partners have the power to sell and vote the shares.
The business address of each partner is P.O. Box 1508, Bentonville,
Arkansas 72712.
(2) The number includes 209,422 shares that S. Robson Walton had a right to
acquire within 60 days after March 31, 1999, through the exercise of stock
options. It also includes 52,830 shares held in the Company's Profit
Sharing Plan on behalf of Mr. Walton. He has sole voting power, but no
investment power, with respect to these shares.
(3) The number includes 4,634 phantom stock shares received as director
compensation.
Holdings of Officers and Directors
----------------------------------
This table shows the amount of Wal-Mart stock held by each director, Wal-Mart's
Chief Executive Officer, and the four other most highly compensated officers on
March 31, 1999. It also shows the stock held by all of Wal-Mart's directors and
executive officers as a group on that date. Share ownership numbers reflect the
stock split payable on April 19, 1999.
<TABLE>
<CAPTION>
Direct or Indirect Indirect with
with Sole Voting and Shared Voting and Percent
Name of Beneficial Owner Investment Power (1) Investment Power Total of Class
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jeronimo Arango (2) 2,040 0 2,040 *
----------------------------------------------------------------------------------------------------------------
John A. Cooper, Jr. 439,582 4,600 444,182 *
----------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin 263,166 189,906 453,072 *
----------------------------------------------------------------------------------------------------------------
Stephen Friedman (3) 4,634 40,000 44,634 *
----------------------------------------------------------------------------------------------------------------
Stanley C. Gault 26,378 0 26,378 *
----------------------------------------------------------------------------------------------------------------
David D. Glass 5,235,412 0 5,235,412 *
----------------------------------------------------------------------------------------------------------------
Roland A. Hernandez 5,168 0 5,168 *
----------------------------------------------------------------------------------------------------------------
Dr. Frederick S. Humphries 6,566 0 6,566 *
----------------------------------------------------------------------------------------------------------------
E. Stanley Kroenke 1,077,668 61,781,928 62,859,596 1.41%
----------------------------------------------------------------------------------------------------------------
Bob L. Martin 433,958 35,862 469,820 *
----------------------------------------------------------------------------------------------------------------
Elizabeth A. Sanders 8,440 0 8,440 *
----------------------------------------------------------------------------------------------------------------
H. Lee Scott, Jr. 374,166 3,148 377,314 *
----------------------------------------------------------------------------------------------------------------
Jack Shewmaker 3,461,954 0 3,461,954 *
----------------------------------------------------------------------------------------------------------------
Donald G. Soderquist 4,221,238 168,712 4,389,950 *
----------------------------------------------------------------------------------------------------------------
Dr. Paula Stern 8,906 0 8,906 *
----------------------------------------------------------------------------------------------------------------
Jose H. Villarreal 1,168 0 1,168 *
----------------------------------------------------------------------------------------------------------------
John T. Walton (4) 12,538,780 1,695,974,664 1,708,513,444 38.39%
----------------------------------------------------------------------------------------------------------------
S. Robson Walton (4) 4,150,020 1,696,084,436 1,700,234,456 38.20%
----------------------------------------------------------------------------------------------------------------
Directors and Executive Officers
as a Group (26 persons) (2) 34,071,522 1,759,198,914 1,793,270,436 40.30%
</TABLE>
* Less than one percent
11
<PAGE>
(1) These amounts include shares that the following persons had a right to
acquire within 60 days after March 31, 1999, through the exercise of stock
options and shares they hold in the Profit Sharing Plan. These share
numbers are shown in the following table:
<TABLE>
<CAPTION>
Stock options exercisable Shares held in the
Name within 60 days Profit Sharing Plan
----------------------------------------------------------------------------------
<S> <C> <C>
Thomas M. Coughlin 38,160 35,882
----------------------------------------------------------------------------------
David D. Glass 506,074 177,136
----------------------------------------------------------------------------------
Bob L. Martin 213,634 12,928
----------------------------------------------------------------------------------
H. Lee Scott, Jr. 148,266 23,196
----------------------------------------------------------------------------------
Donald G. Soderquist 474,854 67,468
----------------------------------------------------------------------------------
S. Robson Walton 209,422 52,830
----------------------------------------------------------------------------------
Directors and Officers as a Group 1,953,284 559,368
</TABLE>
The Holdings of Officers and Directors also include phantom stock received by
certain of Wal-Mart's outside directors as part of their compensation, as
follows: Mr. Cooper (12,626), Mr. Friedman (4,634 shares), Mr. Gault (5,442
shares), Mr. Hernandez (1,168 shares), Dr. Humphries (5,646 shares), Mr. Kroenke
(7,674 shares), Dr. Stern (7,906 shares), Mr. Villarreal (1,168 shares) and Mr.
J. Walton (4,634 shares).
(2) Jeronimo Arango and two of Wal-Mart's executive officers each own shares of
the common stock of Cifra S.A. de C.V., a majority-owned subsidiary of
Wal-Mart. The Company does not have information regarding the number of
shares owned by Mr. Arango, but believes him to be a substantial shareholder
of Cifra stock. The two executive officers owned 10,631 Cifra shares at
March 31 through American Depository Receipts. As of March 31, 1999, Cifra
had 3,929,839,724 Series "V" shares and 664,828,776 Series "C" shares issued
and outstanding.
(3) Amounts shown for Stephen Friedman include 40,000 shares held by the Stephen
and Barbara Friedman Foundation.
(4) Amounts shown for S. Robson Walton and John T. Walton in this column include
1,695,746,480 shares held by Walton Enterprises, L.P.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Wal-Mart's
executive officers, directors and persons who own more than 10% of the Company's
stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission ("SEC"). These reports are also filed with the New York
Stock Exchange. A copy of each report is furnished to Wal-Mart.
SEC regulations require Wal-Mart to identify anyone who filed a required
report late during the most recent fiscal year. Based solely on review of
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended January 31, 1999, all Section
16(a) filing requirements were met except that Donald G. Soderquist
inadvertently filed one month late a report showing a sale of stock.
12
<PAGE>
STOCK PERFORMANCE CHART
This graph shows Wal-Mart's cumulative total shareholder return during the
last five fiscal years ended January 31, 1999. The graph also shows the
cumulative total returns of the S&P 500 Index and the published retail industry
index. The comparison assumes $100 was invested on January 31, 1994, in Wal-
Mart stock and in each of the indices shown and assumes that all of dividends
were reinvested.
<TABLE>
<CAPTION>
[CHART APPEARS HERE]
Wal Mart Stores Inc (WMT)
Cumulative Total Return
1/94 1/95 1/96 1/97 1/98 1/99
<S> <C> <C> <C> <C> <C> <C>
WAL-MART STORES, INC. 100 87 78 92 155 336
S & P 500 100 101 139 176 224 296
S & P RETAIL STORES COMPOSITE 100 93 100 119 177 290
</TABLE>
ITEM 2: INCREASE IN THE NUMBER OF AUTHORIZED SHARES
The Board of Directors recommends your approval of an amendment to the
first sentence of the Fourth Article of the Company's Restated Certificate of
Incorporation to increase the number of total authorized shares of the Company's
Common Stock (the "Shares") from 5,500,000,000 to 11,000,000,000.
As of March 31, 1999, in addition to the 2,224,909,427 Shares issued and
outstanding, an additional 45,000,000 Shares were reserved for issuance under
the Company's Associate Stock Purchase Plan, 80,000,000 Shares were reserved
for issuance under the Stock Incentive Plan, and 10,000,000 Shares were reserved
for issuance under the Company's 401(k). Therefore, as of March 31, 1999, there
were a total of 2,359,909,427 Shares either issued and outstanding or reserved
for issuance out of a total of 5,500,000,000 authorized Shares. The foregoing
Share totals are stated on a pre-split basis.
The Board has approved a two-for-one stock split with a payable date of
April 19, 1999. Upon completion of this stock split and if the proposed
increase is approved, a total of 4,719,818,854 Shares will be either issued and
outstanding or reserved for issuance and a total of 6,280,181,146 common Shares
will be available for subsequent issuance or reservation.
The proposed increase ensures that an adequate supply of authorized
unissued Shares are available for general corporate needs, such as future stock
dividends or splits, raising additional capital or financing acquisitions. The
additional Shares proposed to be authorized would be available for issuance
without further action by the shareholders, unless required by the Company's
Restated Certificate of Incorporation, Bylaws, applicable law or stock exchange
rules.
There are currently no plans relating to issuing the additional Shares
proposed to be authorized. Under the Fourth Article of the Restated Certificate
of Incorporation, the Board of Directors has the authority to issue shares on
13
<PAGE>
any terms it deems appropriate, subject to applicable law. Issuance of
additional Shares may, among other things, have a dilutive effect on earnings
per share and on the equity and voting power of existing holders. However, until
the Board of Directors determines the specific use and price for the Shares that
may be issued, the actual effect on the holders of the presently issued Shares
cannot be ascertained. Similarly, the tax impact, if any, on the Company and
existing shareholders cannot be determined until such actions are taken.
Under certain circumstances, the Company could use the additional unissued
Shares to create impediments for persons seeking to acquire control of the
Company or issue some or all of those unissued Shares to satisfy the voting
requirements imposed by Delaware law or the Company's Restated Certificate of
Incorporation for certain corporate actions. However, the proposed increase in
the common shares is not designed to deter or prevent a change of control.
The Board has unanimously adopted resolutions setting forth the proposed
amendment to the Restated Certificate of Incorporation, declaring its
advisability and directing that the proposed amendment be submitted to the
shareholders for their approval at the Annual Meeting. If approved by the
shareholders, the amendment will become effective upon filing an appropriate
certificate of amendment with the Delaware Secretary of State.
The Board of Directors recommends a vote FOR Proposal 2.
ITEM 3: SHAREHOLDER PROPOSAL REGARDING ENDORSEMENT OF THE CERES PRINCIPLES FOR
PUBLIC ENVIRONMENTAL ACCOUNTABILITY
The following shareholder proposal was received from the Sisters of Saint
Francis of Assisi, 3221 South Lake Drive, St. Francis, Wisconsin 53235-3799, and
seven other shareholders. Their names, addresses and the number of shares they
hold will be provided upon request.
WHEREAS:
All leaders of industry in the United States now acknowledge their obligation to
pursue superior environmental performance and to disclose information about that
performance to their investors and other stakeholders.
The integrity, utility, and comparability of environmental disclosure depends on
the creation of environmental reports that employ a common format, use credible
metrics, and follow a set of a generally accepted environmental disclosure
standards.
The Coalition for Environmentally Responsible Economies (CERES), a ten year old
partnership among some of the largest investors, environmental groups, and
corporations in the country, has established what we believe is the most
thorough and well-respected environmental disclosure form in the United States.
CERES has also gathered leading international organizations, including the
United Nations Environment Programme, into a collaborative Global Reporting
Initiative to guide and accelerate the worldwide trend toward standardized
environmental reporting.
The CERES Principles and the CERES Report have already been adopted by leading
firms in highly diverse industries such as Bank America, Baxter International,
Bethlehem Steel, Coca-Cola, General Motors, Interface, ITT Industries,
Pennsylvania Power and Light, Polaroid, and Sun Company.
We believe endorsing the CERES Principles commits a company to the prudent
oversight of its financial and physical resources through: 1) protection of the
biosphere; 2) sustainable use of natural resources; 3) waste reduction; 4)
energy conservation; 5) risk reduction; 6) safe products/services; 7)
environmental restoration; 8) informing the public; 9) management commitment;
10) audits and reports. (The full text of the CERES Principles and
14
<PAGE>
accompanying CERES Report form are obtainable from CERES, 11 Arlington Street,
Boston Massachusetts 02116, (617) 247-0700 or at www.ceres.org).
RESOLVED: Shareholders request that the company endorse the CERES Principles as
a reasonable and beneficial component of their corporate commitment to be
publicly accountable for environmental performance.
SUPPORTING STATEMENT
Recent studies show that the integration of environmental commitment into
business operations provide competitive advantage and improve long-term
financial performance for companies. In addition, the depth of a firm's
environmental commitment and the quality with which it manages its environmental
performance provide us with indicators of the foresight of its management.
Given investors' needs for credible information about a firm's environmental
performance, and given the large number of companies that have already endorsed
the CERES Principles and adopted its report format, endorsement of the CERES
Principles is a reasonable, widely accepted step for any company wishing to
demonstrate its seriousness about superior environmental performance.
The goal of the CERES Principles is continuous improvement in corporate
environmental performance, coupled with public accountability. One cannot
measure improvement without having data over time. Standardizing that data
enables investors to assess environmental progress within and across industries.
By endorsing the CERES Principles, a company agrees to a single consistent
standard for environmental reporting. An endorsing company works with CERES and
other endorsing companies in setting that reporting standard.
Your vote FOR this resolution serves the best interests of our Company and its
shareholders.
WAL-MART'S STATEMENT IN OPPOSITION TO THE CERES PRINCIPLES SHAREHOLDER PROPOSAL
The Board of Directors believes that adopting this proposal would unduly burden
Wal-Mart and its shareholders while adding nothing to Wal-Mart's environmental
efforts. Adoption of the CERES Principles would require a lengthy and complex
annual report and additional administrative costs for programs that already
exist within Wal-Mart.
Recycling and Reducing Waste: Recycling is a high priority at Wal-Mart. Wal-
Mart has recycling programs for cardboard, plastics, aluminum cans, car
batteries, used motor oil, fluorescent light bulbs, paint, and paper products.
Wal-Mart also works to reduce waste by encouraging vendors to reduce packaging.
Wal-Mart Uses Energy Wisely: Wal-Mart's stores have advanced energy management
systems to regulate and reduce energy use. Many stores have skylights that
allow sunlight to light the stores. Wal-Mart is dedicated to reducing energy
use.
Safety is the Way We Do Business: We strive to provide a safe shopping
experience for our customers and a safe place to work for our associates. Every
associate is involved in the safety effort and each store has a safety team.
Wal-Mart Lends a Helping Hand: Wal-Mart gives money to environmental programs.
By issuing environmental grants, Wal-Mart helps restore and improve our
environment. Associates volunteer their time to help with many of these
programs.
Getting the Word Out: Wal-Mart publishes information regarding its environmental
programs on the Internet at www.wal-mart.com. There are signs in every store
showing our commitment to recycling and environmentally safe products. Our
volunteer efforts in the
15
<PAGE>
communities have spread the word about our pro-active efforts to promote
environmental programs.
Wal-Mart's long tradition of sensitivity to the environment was highlighted in
1993 when we received the United Nation's Earth Summit Award for our first
environmentally sensitive store in Lawrence, Kansas. Our environmental efforts
are guided, not only by the Company's management, but also by its Environmental
Advisory Board, which was created in 1989. National experts, as well as
representatives of our vendors, serve on the Environmental Advisory Board and
work with us to set new goals and explore new programs.
Wal-Mart believes that these programs support its four environmental commitments
to: (1) provide environmentally-improved products to our customers, (2) support
educational programs for children, (3) seek better ways to build and operate
Wal-Mart stores and offices, and (4) support and encourage local community
environmental activities.
Wal-Mart already practices many of the principles suggested by this proposal.
We work to sustain natural resources, reduce waste, promote safety and safe
products, protect the environment, and inform the public about our efforts. The
Board of Directors does not believe any benefit to the environment would result
from this additional administrative effort and cost. For these reasons, the
Board urges you to vote against this proposal.
ITEM 4: SHAREHOLDER PROPOSAL REGARDING FINANCIAL AND SOCIAL ACCOUNTABILITY IN
EXECUTIVE COMPENSATION
The following proposal was received from the School Sisters of Francis, U.S.
Providence, 4127 N. Central Park, Chicago, Illinois 60618, holder of 16,000
shares on a post-split basis.
We believe that both social and financial criteria should be factors in
fixing compensation packages for top corporate officers. Public scrutiny on
compensation is reaching a new intensity--not just for the Chief Executive
Officer, but for all executives. Too often, top executives receive considerable
increases in compensation packages even when corporate financial performance is
mediocre or poor and stockholders watch dividends slip and stock prices drop.
Increases in CEO compensation continue to dwarf the compensation increases
enjoyed by employees. Between 1990 and 1996, CEO cash compensation rose 90
percent, vastly exceeding a 19 percent increase on factory wages and S&P 500
earnings growth of 78 percent. (Business Week Survey of Executive Compensation;
Bureau of Labor Statistics)
In 1995, U.S. CEOs earned on average 209 times the average factory workers
pay, a dramatic rise from the 42 times reported in 1980.
Shareholders need to be vigilant and challenge executive pay packages that
reward bad social or financial corporate performance, asking themselves: if top
officers' pay for a given year should be reduced if the company suffers from
poor corporate citizenship that harms our corporate image or costly fines,
protracted litigation, loss of government contracts, or significant loss of
market share on their watch; if CEO compensation should be affected if the
company is faced with consumer boycotts or public relations problems because of
what American Indians and other people of color call racially offensive images;
if a pattern of discrimination or sexual harassment should be grounds for a
decreased compensation package.
Companies, including Bristol-Myers Squibb, Eastman Kodak, IBM, and Procter
and Gamble have reported to shareholders on how they integrate these factors
into their compensation packages, understanding the importance of being socially
responsible.
16
<PAGE>
We believe these questions deserve the careful scrutiny of our Board of
Directors and the Compensation Committee and go beyond what the SEC requires a
company to include in the annual proxy statement.
RESOLVED: Shareholders request the Board institute a special Executive
Compensation Review and prepare a report available to shareholders four months
from the date of the annual meeting, with the results of the review and
recommended changes in practice. This review shall cover pay, benefits, perks,
stock options, and special arrangements in the compensation packages for top
executives. The review should focus on the following questions:
1. Ways to link executive compensation more closely to financial performance
with proposed criteria and formulae.
2. Ways to link compensation to social corporate performance (e.g., incentives
given for meeting or surpassing certain social and performance standards).
3. Comparison of compensation packages for company officers with lowest paid
company employees in the U.S. and around the world.
4. Whether there should be a ceiling on top executives' salaries to prevent
our company from paying excessive compensation or a ratio linking the top
salary and the lowest salary.
5. Whether compensation should be frozen in the event of massive layoffs.
WAL-MART'S STATEMENT IN OPPOSITION TO THE EXECUTIVE
COMPENSATION SHAREHOLDER PROPOSAL
The Company believes that adoption of this proposal is unnecessary because
detailed information on executive compensation is disclosed annually in the
Company's proxy statement. The cost and time associated with preparing a
redundant report on executive compensation would outweigh any benefit that
shareholders may obtain from receiving the additional information.
Wal-Mart owes it to the shareholders to provide compensation that attracts
the best and most visionary leaders there are in the retail industry in order to
sustain our growth and profitability. The Compensation and Nominating
Committee, which consists entirely of non-employee directors, annually reviews
the Company's executive compensation programs to ensure that Wal-Mart provides
the level of compensation needed to attract and retain the talent necessary to
achieve the Company's objectives. The Committee also assures that compensation
levels are linked to performance factors which, if achieved, will increase
shareholder value. To continue to grow, Wal-Mart, as a Fortune 500 company,
must compensate its executives competitively.
Clearly, Wal-Mart's executive compensation is not excessive in light of the
Company's financial and social performance (e.g. FYE 1999 16.7 percent increase
in sales, 25.6 percent increase net income, and 107.9 percent total shareholder
return). In its March 1999 issue, Fortune Magazine rated Wal-Mart as the sixth
Most Admired Company in America. Wal-Mart is also the only discount retailer
recognized by Fortune's 100 Best Companies to Work For survey. The Cone/Roper
survey recently found that more Americans named Wal-Mart as a good corporate
citizen than any other company.
The Company agrees that executive compensation must be closely scrutinized;
this is the function of the Compensation and Nominating Committee of the Board
of Directors. The Company does not believe that any substantial benefit will
result from your affirmative vote. For these reasons, the Board urges you to
vote against this proposal.
17
<PAGE>
ITEM 5: SHAREHOLDER PROPOSAL REGARDING GLASS CEILING REVIEW
The following shareholder proposal was received from the Sisters of Charity
of The Incarnate Word, PO Box 230969, 6510 Lawndale, Houston, TX 77223-0969,
holder of at least 2,000 shares on a post-split basis, and one other filer whose
name, address and number of shares held will be provided upon request.
The term "glass ceiling" was first used in a 1985 Wall Street Journal
article to describe an artificial barrier to the advancement of women into
corporate management positions. Senator Robert Dole introduced the Glass Ceiling
Act, as part of Title II of the Civil Rights Act of 1991. President Bush signed
the 1991 Civil Rights Act establishing a bipartisan twenty-nine member Glass
Ceiling Commission. The Commission was charged with preparing recommendations on
the glass ceiling issue for the President and corporate leaders.
In 1991, then Secretary of Labor Lynn Martin completed the Glass Ceiling
Initiative Report. Senator Dole praised the report, "[this] confirm[s] what many
of us have suspected all along - the existence of invisible, artificial barriers
blocking women and minorities from advancing up the corporate ladder to
management and executive level positions" and "for this Senator, the issues
boils down to ensuring equal access and equal opportunity."
Chairperson of the Glass Ceiling Commission Robert Reich stated, "The glass
ceiling is not only an egregious denial of social justice that affects two-
thirds of the population, but a serious economic problem that takes a huge
financial toll on American business." And "...we need to attract and retain the
best, most flexible workers arid leaders available, for all levels of the
organization."
The stated vision of the Glass Ceiling Commission is "a national corporate
leadership fully aware that shifting demographics and economic restructuring
make diversity at management and decision making levels a prerequisite for the
long-term success of the United States in domestic arid global market places."
The report revealed that women made up 45.7 percent of the total workforce and
earned over half of all Master degrees, yet 95 percent of senior-level managers
remain men. Women today earn about $.72 for every dollar earned by men.
The Glass Ceiling Commission Report, released in 1995, confirms
inclusiveness in the workplace has a positive impact on the bottom line. A 1993
study of Standard and Poor 500 companies revealed, "...firms that succeed in
shattering their own glass ceiling racked up stock-market records that were
really two and one half times better than otherwise comparable companies."
We believe top management positions should more closely reflect the people
in the workforce and marketplace if our company is going to remain competitive.
RESOLVED: Shareholders request the Board of Directors prepare a report, at
reasonable cost and excluding confidential information, available to
shareholders four months from the date of the annual meeting on our progress in
response to the Glass Ceiling Commission's business recommendations, including a
review of:
(1) Steps company has taken to use the Glass Ceiling Commission Report and
management's recommendations flowing from it.
(2) Company-wide policies addressing leadership development, employee
mentoring, workforce diversity initiatives and family friendly programs.
(3) Explanation of how executive compensation packages and performance
evaluations
18
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integrate company efforts in breaking the glass ceiling.
(4) The top one hundred or one percent of company wage earners broken down by
gender and race.
WAL-MART'S STATEMENT IN OPPOSITION TO THE GLASS CEILING SHAREHOLDER PROPOSAL
Wal-Mart associates are recruited, hired, trained and promoted based on their
qualifications without regard to race, color, gender, religion, national origin,
age, physical or mental impairment or veteran status. We strive to attract and
retain associates that reflect the diversity of our customers and the
communities in which we serve. This makes good business sense and has been
beneficial to the social and financial performance of the Company. The Company
understands the importance of adhering to these principles. The Company does
not, however, agree with reporting its progress based on the Glass Ceiling
Commission Report.
Wal-Mart's Diversity Action Committee formed the following mission statement
regarding our diversity goals: "To create and foster an environment in which
differences in people and culture are respected and reflected in every aspect of
our Company." We have implemented Company-wide programs addressing leadership
development, employee mentoring and workforce diversity. These programs give
Wal-Mart a competitive advantage when recruiting and hiring qualified
candidates.
Our goal is to increase awareness of the importance of diversity and commit
to the principles expressed in our mission statement. The Board of Directors
does not believe that the public dissemination of reports that contain sensitive
information protected from public disclosure by federal law promotes a workplace
where each individual is judged fairly according to her or his efforts and
abilities.
The Company agrees with the general principles and objectives of the
proposal, however, the Company does not believe it is in the best interest of
the shareholders to increase the burden the federal government has already
placed on the Company by requiring the preparation and dissemination of the
requested report. For these reasons, the Board urges you to vote against this
proposal.
ITEM 6: SHAREHOLDER PROPOSAL REGARDING THE IMPACT OF
DEVELOPMENT ON CULTURALLY SENSITIVE AREAS
The following shareholder proposal was received from the Sinsinawa
Dominicans, Inc., 2128 S. Central Park Avenue, Chicago, IL 60623, holder of 90
shares on a post-split basis.
WHEREAS, Wal-Mart currently is participating in development efforts which
involve the destruction of an ancient burial site in Tennessee;
WHEREAS, state archeologists have confirmed that the site contains more than 100
graves that have rested in that location for over 800 years;
WHEREAS, community residents and other groups are vehemently opposing the
construction plan and are calling for a nation-wide boycott of Wal-Mart;
WHEREAS, the policy of our Company in this particular development project raises
the possibility that other Wal-Mart development projects may also disregard
culturally sensitive and sacred lands;
WHEREAS, current local resistance to our Company's plans and activities in
Tennessee and other locations may create an unstable investment climate,
jeopardizing returns to shareholders;
19
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RESOLVED that the shareholders request the Board of Directors to provide a full
written report to all shareholders within four months following the next annual
meeting. This report (not directly affecting the competitive nature of our
Company) shall include the following information on specific aspects of our
development activities:
I. HUMAN, SOCIAL AND ENVIRONMENTAL CONCERNS
A. In those areas where development is proposed or presently underway
describe Company policies regarding:
1. Impact on any culturally sensitive sites or sacred lands of ancient or
present day indigenous communities;
2. Impact on those elements unique to specific local environments;
B. What is our Company's policy regarding claims by indigenous groups
regarding the sacred nature of lands on or near which our Company has
operations?
II. LOCAL RESISTANCE
For each current development project, describe our Company's relationship
with the governments, indigenous groups and private citizens in the project
area. Describe the nature of and reasons for any public opposition to our
Company's operations wherever this may occur.
WAL-MART'S STATEMENT IN OPPOSITION TO THE IMPACT ON
DEVELOPMENT SHAREHOLDER PROPOSAL
Wal-Mart follows all local and state laws when opening new locations. When a
new location is opened, Wal-Mart supports local communities by providing
hundreds of jobs for local residents, paying millions of dollars in the form of
property and sales taxes, partnering with local and regional suppliers of
merchandise, distributing educational and environmental grants, and by
sponsoring local and national charities.
In January 1998 a Nashville developer began developing a shopping center,
which included a Wal-Mart on land not owned by Wal-Mart. Prior to any
development on the land, the local planning commission in Nashville approved the
site for commercial development on more than one occasion. The development plan
for this site called for a relocation of the burial site, not its destruction as
suggested by the proposal. The State Archeologist in Nashville said that the
developer was complying with all State and local laws in the burial site
relocation. According to the Tennessee Division of Archaeology, similar
relocation projects have occurred a dozen times over the past several years and
this is a common and legal occurrence. The specific site in Nashville will be
relocated to an area on the property where the burials will be secured with a
fence to protect from vandalism. This site will exceed all landscaping and
greenspace requirements with the front section of the property to be developed
as a park. Twenty-three acres on the site remain undisturbed with natural
grass, trees and other vegetation.
Wal-Mart is sensitive to the needs of the communities in which it operates.
This commitment is demonstrated by the more than $127 million that was raised
and contributed on behalf of Wal-Mart to local communities around the nation
last year. The Company does everything reasonable to assure that the impact we
have on a community is positive. Individuals and other groups often oppose Wal-
Mart's development to advance their own personal agendas. Wal-Mart has proven
that its stores flourish in communities nationwide, even where opposition to our
growth has been the strongest.
Wal-Mart does not believe that any substantial benefit will come from your
affirmative vote. For these reasons, the Board urges you to vote against this
proposal.
20
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SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
If you want to present a proposal at the 2000 Annual Meeting, send the
proposal to Robert K. Rhoads, Secretary of the Company, Bentonville, Arkansas
72716, by registered, certified, or express mail. Proposals must be received on
or before December 10, 1999.
The Company carefully considers all proposals and suggestions from
shareholders. If a proposal is clearly in the best interests of Wal-Mart and
its shareholders, the Company will implement it without including it in the
proxy statement, unless a shareholder vote is required by law.
If you want to recommend a director candidate, please write to Robert K.
Rhoads, Secretary of the Company, providing the recommended candidate's name,
biographical information and qualifications. Wal-Mart's management will forward
information about the most highly qualified candidates to the Compensation and
Nominating Committee for consideration.
INDEPENDENT AUDITORS
Ernst & Young LLP has been selected as the Company's independent auditors.
Ernst & Young and its predecessor, Arthur Young & Company, have been Wal-Mart's
independent auditors since prior to the Company's initial offering of securities
to the public in 1970. Representatives of Ernst & Young LLP will attend the
Annual Meeting. They will have the opportunity to make a statement if they
desire to do so and to respond to appropriate questions.
OTHER MATTERS
The Board does not intend to present any items of business other than those
stated in the Notice of Annual Meeting of Shareholders. If other matters are
properly brought before the meeting, the persons named in the accompanying proxy
will vote the shares represented by it in accordance with their best judgment.
Discretionary authority to vote on other matters is included in the proxy.
By Order of the Board of Directors
/s/ ROBERT K. RHOADS
Robert K. Rhoads
Secretary
Bentonville, Arkansas
April 12, 1999
21
<PAGE>
(LOCATION MAP HERE)
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 4, 1999, 9:00 A.M. CDST
(Pre-meeting activities at 7:00 A.M.)
Casual dress is recommended.
Please present this slip at the entrance. You may bring guests, but we reserve
the right to limit the number of your guests. 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.
Bentonville, AR 72716
501/273-4000
www.wal-mart.com
<PAGE>
PROXY
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 4, 1999
I have received the Notice of Annual Meeting of Shareholders to be held on
June 4, 1999, and a Proxy Statement furnished by Wal-Mart's Board of Directors
for the Meeting. I appoint S. ROBSON WALTON and DAVID D. GLASS, or either of
them, as Proxies and Attorneys-in-Fact, with full power of substitution, to
represent me and to vote all shares of Wal-Mart common stock that I am entitled
to vote at the Annual Meeting on June 4, 1999 in the manner shown on this form
as to the following matters and in his discretion on any other matters that come
before the Meeting. If I participate in the Wal-Mart Stores, Inc. Profit Sharing
Plan or if I have a portion of my interest in the 401(k) Plan invested in Wal-
Mart stock, I also direct the Trustee(s) of the respective Trust(s) to vote my
stock which is attributable to my interest in each of the Plan(s) at the Meeting
in the manner shown on this form as to the following matters and in the
discretion of the Trustee(s) on any other matters that come before the Meeting.
RESOLVED, that the following persons are nominated for election to the Board of
Directors of Wal-Mart Stores, Inc., such election to be at the Annual Meeting of
Shareholders on June 4, 1999:
01 Jeronimo Arango, 02 John A. Cooper, Jr., 03 Stephen Friedman, 04 Stanley C.
Gault, 05 David D. Glass, 06 Roland A. Hernandez, 07 Dr. Frederick S. Humphries,
08 E. Stanley Kroenke, 09 Elizabeth A. Sanders, 10 Jack C. Shewmaker, 11 Donald
G. Soderquist, 12 Dr. Paula Stern, 13 Jose H. Villarreal, 14 John T. Walton, 15
S. Robson Walton.
(Change of Address/Comments)
----------------------------------------
----------------------------------------
----------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
You are encouraged to specify your choices by marking the appropriate boxes on
the 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 4, 1999
9:00 a.m. (CDST)
(Pre-meeting activities at 7:00 a.m.)
Bud Walton Arena
University of Arkansas
Fayetteville, Arkansas
ELECTRONIC ACCESS TO WAL-MART'S ANNUAL REPORT AND PROXY MATERIALS
Help Wal-Mart reduce expenses as well as eliminate bulky materials from your
mail. Sign-up for internet access to Wal-Mart's proxy materials and Annual
Report. If you enroll in this service, we will e-mail you the Annual Report and
proxy statement on-line, along with instructions that will enable you to cast
your vote. To sign-up, access http://www.econsent.com/wmt and follow the
instructions indicated so that you will receive next year's proxy materials and
Annual Report electronically.
<PAGE>
X Please mark your 6973
votes as in this
example.
If this proxy is signed and returned, it will be voted in accordance with your
instructions shown below. If you do not specify how the proxy should be voted,
it will be voted FOR items 1 and 2, and AGAINST items 3, 4, 5, and 6.
The Board of Directors recommends a vote FOR:
1. Election of Directors (see reverse)
FOR WITHHELD
FOR, except vote withheld from the following nominee(s):
- --------------------------------------------------------
2. An increase in authorized shares of Wal-Mart Stores, Inc. Common Stock.
FOR AGAINST ABSTAIN
The Board of Directors recommends a vote AGAINST:
3. A shareholder resolution regarding environmental accountability
FOR AGAINST ABSTAIN
4. A shareholder resolution regarding financial and social accountability in
executive compensation
FOR AGAINST ABSTAIN
5. A shareholder resolution regarding glass ceiling review
FOR AGAINST ABSTAIN
6. A shareholder resolution regarding the impact of development on culturally
sensitive areas
FOR AGAINST ABSTAIN
Change
of Address
(see reverse)
Signature(s) ___________________________________________________ Date _________
NOTE: Please sign exactly as your name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
FOLD AND DETACH HERE
VARIABLE
Control Number
- --------------------------------------------------------------------------------
Wal-Mart Stores, Inc. encourages you to take advantage of two convenient
ways to vote your shares. If you hold your shares in your own name rather than
through a broker, you can vote your shares electronically by internet or by
telephone. This eliminates the need to return the proxy card.
To vote your shares electronically you must use the control number printed
above, just below the perforation. The series of numbers that appear above must
be used to access the system.
To vote over the internet: Log on to the internet and go to the voting
web site
http://www.eproxyvote.com/wmt
To vote over the telephone: On a touch-tone telephone call 1-877-PRX-VOTE
(1-877-779-8683)
24 hours a day 7 days a week.
Your electronic vote authorizes the named proxies in the same manner as if
you marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need for you
to mail back your proxy card.
- --------------------------------------------------------------------------------
STOCK UP AT SAM'S CLUB
As a Wal-Mart shareholder, you are qualified for membership at SAM'S Club/SM/.
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.
Annual membership fee of $35* payable upon joining.
Fee includes one secondary membership.
* Sales tax additional, where applicable.
(SAM'S CLUB COUPON)
