Greg Penner Succeeds Rob Walton as Walmart Board Chairman

Rob Walton, son of Wal-Mart Stores Inc. founder Sam Walton and chairman of the company’s board of directors since 1992, resigned from the position Friday during the company’s annual shareholders meeting in Fayetteville.

Walton, 70, will be replaced by his son-in-law, Greg Penner, previously the board’s vice chairman.

Rob Walton said he will continue to serve as a director.

“This transition demonstrates Walmart’s commitment to long-term succession planning and keeping high caliber, capable leaders at the head of our company,” Walton said. “Greg’s service to Walmart spans more than 15 years, and during that time he has had a significant impact, both as an associate and as a board member the past seven years. Greg has done an outstanding job as our vice chairman over the past year. He brings an ideal blend of finance, technology and international business expertise — as well as a deep knowledge and love of Walmart — to this role.”

Penner, 45, is married to Rob Walton’s daughter, Carrie. He began his career at Goldman Sachs & Co. as an analyst specializing in corporate finance. He then joined Walmart as a management trainee and held a number of positions throughout the company, including senior vice president of finance and strategy for walmart.com and senior vice president and CFO – Japan.

Since 2005, he has been a general partner of investment management firm Madrone Capital Partners. Penner joined the Walmart Board of Directors in 2008.

“It would be impossible to overstate Rob Walton’s impact on Walmart and how personally committed he has been over the years,” Penner said. “I’m deeply honored to follow in his footsteps and recognize the deep responsibility I have to our associates, all shareholders and the board than two decades ago. I believe in its mission and the positive role it plays throughout the world.”

Approximately 93 percent of all outstanding shares were present or represented by proxy at the meeting, the highest total since 2008, the company announced.

The company reported that shareholders approved the election of each of Walmart’s 15 director nominees.

Shareholders also ratified Ernst & Young LLP as Walmart’s independent accountants, with affirmative votes from approximately 99.51 percent of the shares that were present in person or represented by proxy at the meeting and entitled to vote.

Shareholders voted to approve, on an advisory basis, the compensation of Walmart’s named executive officers described in Walmart’s 2015 proxy statement, with approximately 95.97 percent of the shares present in person or represented by proxy voting in favor of this proposal. The Board of Directors had recommended a vote for this proposal.

Shareholders also voted to approve Walmart’s amended and restated stock incentive plan, with approximately 98.75 percent of the shares present in person or represented by proxy voting in favor of this proposal. The Board of Directors had recommended a vote for this proposal.

The five shareholder proposals, which the Board of Directors recommended against, failed to receive affirmative votes from a majority of the total shares that were represented at the meeting and entitled to vote and, accordingly, they were defeated. A report on the approximate percentages of the shares present or represented by proxy at the meeting that were voted in favor of each shareholder proposal follows:

• Proposal 5 – Request for annual report on recoupment of executive pay: approximately 15.52 percent of the shares that were present or represented by proxy at the meeting and entitled to vote.
• Proposal 6 – Proxy access for shareholders: approximately 17.18 percent of the shares that were present or represented by proxy at the meeting and entitled to vote.
• Proposal 7 – Report on greenhouse gas emissions from international marine shipping: approximately 1.62 percent of the shares that were present or represented by proxy at the meeting and entitled to vote.
• Proposal 8 – Request for annual report regarding incentive compensation plans: approximately 8.79 percent of the shares that were present or represented by proxy at the meeting and entitled to vote.
• Proposal 9 – Independent chairman policy: approximately 16.13 percent of the shares that were present or represented by proxy at the meeting and entitled to vote.

The official voting results for each of these proposals will be disclosed in a report to be filed no later than June 10 with the Securities & Exchange Commission.

In his address to shareholders Friday morning inside Bud Walton Arena on the University of Arkansas campus, president and CEO Doug McMillon challenged the company’s more than 2 million associates to win the future of retail “one customer at a time.” 

To view a replay of the entire meeting, click here.