Walmart (NASDAQ: WMT) shields officers with new charter change
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Walmart Inc. updated its corporate charter after shareholders approved an amendment limiting the liability of certain officers to the fullest extent permitted under Delaware law. The charter amendment and a Restated Certificate of Incorporation were filed and became effective on June 4, 2026.
At the annual shareholders' meeting, 7,164,547,083 of 7,970,990,515 eligible common shares were represented. Shareholders elected all eleven director nominees, ratified Ernst & Young LLP as auditor for the fiscal year ending January 31, 2027, and approved an advisory vote on named executive officer compensation.
Shareholders also approved the charter amendment and rejected four shareholder proposals seeking cumulative voting, and reports on workplace health and safety governance, immigration policy and enforcement, and the workforce impact of AI and automation.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding: 7,970,990,515 shares
Shares represented at meeting: 7,164,547,083 shares
Auditor ratification votes for: 6,985,709,983 votes
+5 more
8 metrics
Shares outstanding
7,970,990,515 shares
Common stock outstanding as of record date April 10, 2026
Shares represented at meeting
7,164,547,083 shares
Shares present in person or by proxy at annual meeting
Auditor ratification votes for
6,985,709,983 votes
Ernst & Young LLP ratified for fiscal year ending January 31, 2027
Say-on-pay votes for
6,263,129,484 votes
Advisory approval of named executive officer compensation
Charter amendment votes for
6,153,086,052 votes
Approval of amendment limiting certain officer liability
Cumulative voting proposal votes for
122,306,285 votes
Shareholder proposal for cumulative voting rejected
Workplace health and safety report votes for
433,230,655 votes
Shareholder proposal for workplace health and safety governance report rejected
AI and automation report votes for
323,453,709 votes
Shareholder proposal on workforce impact of AI and automation rejected
Key Terms
Restated Certificate of Incorporation, officer exculpation, broker non-votes, independent registered public accounting firm, +2 more
6 terms
Restated Certificate of Incorporation regulatory
"the Company filed a Restated Certificate of Incorporation (the "Restated Certificate")"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
officer exculpation regulatory
"The Charter Amendment reflects updated Delaware law provisions permitting officer exculpation."
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
broker non-votes financial
"Broker Non-Votes 633,971,647"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"to serve as the Company's independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote regulatory
"approved, by nonbinding, advisory vote, the compensation of the Company's named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
cumulative voting regulatory
"a shareholder proposal requesting cumulative voting for board elections"
A voting system for electing a company's board where each shareholder can pool all their votes and cast them for one or more board candidates rather than spreading votes evenly. Think of it like having 100 stickers you can put all on one favorite class representative instead of giving one sticker to each candidate. It matters to investors because it gives minority holders a realistic chance to secure board representation and influence company decisions, affecting governance, strategy and therefore investment value.
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 )
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 | ||||