Not all Walmart shareholders are happy with split meeting format

by Kim Souza ([email protected]) 3,521 views 

Greg Foran, Walmart U.S. CEO, during an event held in conjunction with the 2017 shareholders meeting.

Walmart recently announced it was dividing its annual business meeting from the traditional employee and shareholder celebration which has been held together for several decades on the first Friday in June.

The Walmart business meeting will be held Wednesday (May 30) during which shareholders elect a new slate of directors and review several shareholder proposals ahead of voting. The formal meeting will take place at the John Q. Hammons Center in Rogers at 10 a.m., making it impossible for the thousands of Walmart employees in town to attend the U.S. Associates meeting, held 8 to 10 a.m. in Fayetteville, to attend the business meeting. Walmart is webcasting the business meeting and employees will be able to watch it at a later date.

Walmart recently told Talk Business & Politics it separated the meeting so the celebration on Friday would be shorter and smoother without the long break for voting ballots and reading of the shareholder proposals. The company said both meetings can be streamed live in real time and the retailer is transparent with both events as the meetings will be archived on their site for viewing.

Shareholder groups in Bentonville this week are speaking out against the format change. Making a Change at Walmart, which is supported by the United Foods and Commercial Workers International labor union, said dividing up shareholder business meeting is the retailer’s way of trying to silence Walmart worker voices.

“Walmart’s top 1% has changed the rules to exclude Walmart workers from being present during the business discussion on wages and other proposals that affect them on a daily basis, further silencing the voice of the workers,” said Randy Parraz, director of Making a Change at Walmart.

He said the retailer is requiring shareholders who attend the business meeting present a photo identification and proof of ownership before they enter the meeting. He said the requirement will result in fewer employees being able to attend the business meeting. He said Walmart seeks to control the audience more so than in recent years.

The retailer also requires proof of shareholder status for those attending the meeting on Friday, and the same will be true for those who attend  Wednesday’s formal business meeting. There is no difference between the requirements to get into either meeting. Walmart President and CEO Doug McMillon and other executives who will attend the business meeting will also address shareholders and employees at the Friday meeting. The voting results from Wednesday will be announced at the Friday meeting.

Media from across the globe in Bentonville this week were given three options for events on Wednesday morning: the international meeting; the U.S. meeting; or the formal business meeting. Walmart is allowing media who attend the business meeting to also watch a webcast of the U.S. meeting taking place in Fayetteville.

Walmart’s annual proxy filing was made public March 28. Shareholders have had plenty of time to evaluate the proposals on the agenda and cast their votes by Wednesday’s formal meeting. Walmart said votes could be cast via phone, online, by mail or in person before Wednesday at 10 a.m.

The retailer also said the change in format is in keeping with the evolution of meetings. From business meetings at the Bentonville High School auditorium and then picnics on the grounds of Helen and Sam Walton’s family home, the meeting format has changed. Walmart said this is just another change.

Following are the slate of 11 directors standing for election at Wednesday’s business meeting.
• Steve Easterbrook, 50, CEO of McDonald’s
• Tim Flynn, 61, retired chairman KPMG
• Sarah Friar, 45 chief financial officer for Square Inc.
• Carla Harris, 55, head of multicultural client strategy at Morgan Stanley
• Tom Horton, retired CEO of American Airlines
• Marissa Mayer, co-founder of Lumi Labs, former president of Yahoo!
• Doug McMillon, 51, President and CEO of Walmart Inc.
• Greg Penner, 48, chairman of Walmart Inc.
• Steve Reinemund, 70, retired chairman of PepsiCo
• Rob Walton, retired chairman of Walmart
• Steuart Walton, founder of RZC Investments

Proposal 2 involves the company’s compensation plan for named executive officers which is designed with an emphasis on performance. Walmart has held a similar vote annually since 2011 regarding how it calculates executive pay. Getting shareholder approval is necessary to be in compliance with SEC rules.

Proposal 3 is to ratify the accounting firm Ernst & Young (EY) as the company’s independent accountant for 2019.

There are two proposals from shareholders. Proposal 4 is a request to adopt an independent board chair policy. The proposal wants to see a chairman who had not previously served as CEO of the company, and one who is independent of management. Walmart Board Chairman Greg Penner is related to a Walton heir, the family that maintains roughly 50% of the ownership for the outstanding stock in Walmart. Walmart does not support the proposal and asked shareholders to vote against it.

Proposal 5 requests the retailer  show it does not have gaps in pay based on ethnicity or racial diversity. The group putting forth the proposal admits Walmart has a very diverse workforce, which in 2017 reported 43% of its U.S. workforce was people of color. The group was underrepresented in higher-paying, higher-status jobs with only 31% being managers and 21% being corporate officers. The group also wants to see disclosure about the number of part-time workers by ethnic demographics.

“With Walmart’s commitment to having an inclusive workplace and using data to measure progress, but then not reporting racial and ethnic pay gaps is a glaring omission. A diverse workforce increases access to talent, innovation and growth and safeguards company reputation,” the shareholder group noted in the proxy.

Walmart does not support the proposal and asks shareholder to vote against it.

“We remain committed to objectively administering our compensation plans and programs, and we continue to work diligently to provide opportunities for economic mobility and inclusion for all of our associates. Therefore, we believe the adoption of this proposal is unnecessary and would distract from our ongoing execution of these important commitments and initiatives,” Walmart noted in the proxy filing.