Walmart Inc.

8-K · wmt-20260604.htm iXBRL

0000104169 2024-06-04 2026-06-04 0000104169 wmt:CommonStockparvalue0.10pershareMember 2024-06-04 2026-06-04 0000104169 wmt:A1050NotesDue2026Member 2024-06-04 2026-06-04 0000104169 wmt:A1500NotesDue2028Member 2024-06-04 2026-06-04 0000104169 wmt:A4875NotesDue2029Member 2024-06-04 2026-06-04 0000104169 wmt:A5750NotesDue2030Member 2024-06-04 2026-06-04 0000104169 wmt:A1800NotesDue2031Member 2024-06-04 2026-06-04 0000104169 wmt:A5625NotesDue2034Member 2024-06-04 2026-06-04 0000104169 wmt:A5250NotesDue2035Member 2024-06-04 2026-06-04 0000104169 wmt:A4875NotesDue2039Member 2024-06-04 2026-06-04

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 ________________________

 FORM 8-K

 CURRENT REPORT
 PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Date of Report (date of earliest event reported)
 June 5, 2026 ( June 4, 2026 )

 WALMART INC.
 (Exact name of registrant as specified in its charter)

 DE
 001-06991 71-0415188

 (State or other jurisdiction of incorporation or organization)
 (Commission File Number)
 (I.R.S. Employer Identification No.)

 1 Customer Drive
 Bentonville , AR 72716
 (Address of Principal Executive Offices) (Zip code)

 Registrant's telephone number, including area code: ( 479 ) 273-4000

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of each exchange on which registered
 Common Stock, par value $0.10 per share WMT The Nasdaq Stock Market LLC
 1.050% Notes due 2026 WMT26A The Nasdaq Stock Market LLC
 1.500% Notes due 2028 WMT28C The Nasdaq Stock Market LLC
 4.875% Notes due 2029 WMT29B The Nasdaq Stock Market LLC
 5.750% Notes due 2030 WMT30B The Nasdaq Stock Market LLC
 1.800% Notes due 2031 WMT31A The Nasdaq Stock Market LLC
 5.625% Notes due 2034 WMT34 The Nasdaq Stock Market LLC
 5.250% Notes due 2035 WMT35A The Nasdaq Stock Market LLC
 4.875% Notes due 2039 WMT39 The Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 On June 4, 2026, Walmart Inc. (the "Company") held its Annual Shareholders' Meeting (the "Meeting"). At the Meeting, the Company's shareholders approved an amendment (the "Charter Amendment") to the Company's Restated Certificate of Incorporation, as amended from time to time (the "Certificate of Incorporation"), to limit the liability of certain officers of the Company to the fullest extent permitted under Delaware law. The Charter Amendment reflects updated Delaware law provisions permitting officer exculpation.
 As a result, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware on June 4, 2026, which became effective upon filing. In addition, the Company filed a Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware on June 4, 2026, incorporating the Charter Amendment, which became effective upon filing.
 The material terms of the Charter Amendment are described in the Company's definitive proxy statement dated April 23, 2026 (the "Proxy Statement"). A copy of the Charter Amendment is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference. A copy of the Restated Certificate is filed as Exhibit 3.2 to this Form 8-K and is incorporated herein by reference.

 Item 5.07. Submission of Matters to a Vote of Security Holders
 As of close of business on April 10, 2026, the record date for the Meeting, there were 7,970,990,515 shares of the Company's common stock outstanding, with each share entitled to one vote. The holders of 7,164,547,083 shares of the Company's common stock were present in person or represented by proxy during the Meeting. During the Meeting, the Company's shareholders voted on the matters set forth below.
 Election of Directors
 The Company's shareholders elected for one-year terms all eleven persons nominated for election as directors as set forth in the Proxy Statement. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:

 Nominee For Against Abstain Broker Non-Votes
 Cesar Conde 6,475,579,143 50,164,479 4,831,814 633,971,647
 Sarah J. Friar 6,514,321,598 11,700,270 4,553,568 633,971,647
 John R. Furner 6,485,530,053 40,316,465 4,728,918 633,971,647
 Carla A. Harris 6,352,545,569 173,494,253 4,535,614 633,971,647
 Thomas W. Horton 6,413,736,523 111,888,677 4,950,236 633,971,647
 Marissa A. Mayer 6,466,604,047 59,398,938 4,572,451 633,971,647
 Shishir Mehrotra 6,492,644,977 32,899,188 5,031,271 633,971,647
 Robert E. Moritz, Jr. 6,465,496,802 60,064,343 5,014,291 633,971,647
 Gregory B. Penner 6,348,541,000 177,035,049 4,999,387 633,971,647
 Randall L. Stephenson 6,274,541,334 247,546,757 8,487,345 633,971,647
 Steuart L. Walton 6,484,158,261 41,690,946 4,726,229 633,971,647

 Company Proposals
 Ratification of Independent Accountants. The Company's shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2027. The votes on this proposal were as follows:

 For Against Abstain
 6,985,709,983 172,769,575 6,067,525

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

 Advisory Vote to Approve Named Executive Officer Compensation. The Company's shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of the Company's named executive officers, as described in the Proxy Statement. The votes on this proposal were as follows:

 For Against Abstain Broker
Non-Votes
 6,263,129,484 256,160,712 11,285,240 633,971,647

 Approval of an Amendment to the Certificate of Incorporation. The Company's shareholders voted upon and approved the Charter Amendment . The votes on this proposal were as follows:

 For Against Abstain Broker
Non-Votes
 6,153,086,052 370,166,105 7,323,279 633,971,647

 Shareholder Proposals
 The Company's shareholders voted upon and rejected a shareholder proposal requesting cumulative voting for board elections. The votes on this proposal were as follows:

 For Against Abstain Broker
Non-Votes
 122,306,285 6,390,550,159 17,718,992 633,971,647

 Next, the Company's shareholders voted upon and rejected a shareholder proposal requesting a report on workplace health and safety governance. The votes on this proposal were as follows:

 For Against Abstain Broker
Non-Votes
 433,230,655 6,013,774,452 83,570,329 633,971,647

 The Company's shareholders then voted upon and rejected a shareholder proposal requesting a report on immigration policy and enforcement. The votes on this proposal were as follows:

 For Against Abstain Broker
Non-Votes
 278,449,353 6,174,725,696 77,400,387 633,971,647

 Finally, the Company's shareholders then voted upon and rejected a shareholder proposal requesting a report on the workforce impact of AI and automation. The votes on this proposal were as follows:

 For Against Abstain Broker
Non-Votes
 323,453,709 6,138,362,361 68,759,366 633,971,647

 Item 9.01. Financial Statements and Exhibits.
 (d)    Exhibits

 3.1 Certificate of Amendment of Restated Certificate of Incorporation of Walmart Inc., effective June 4, 2026

 3.2 Restated Certificate of Incorporation of Walmart Inc., effective June 4, 2026

 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL)

 SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 Dated: June 5, 2026

 WALMART INC.

 By: /s/ Joseph M. Ruschell
 Name: Joseph M. Ruschell
 Title: Senior Vice President and Chief Counsel,
Office of the Corporate Secretary