BA BRIEFING·
Walmart Inc (WMT) 2026 Annual Meeting
11 directors up · 5 in watch zone · 8 proposals · Uncontested
$947.9B mkt cap · 1Y TSR +22.9% · Board A-
Director Elections (11) · 11 of 11 scored by BA forecast
Election Outlook
Most directors look set to be re-elected without meaningful dissent — 6 of 11 scored nominees are rated Healthy. 5 are flagged for elevated vote pressure; the most-loaded are Shishir Mehrotra (forecast Watch), Carla A. Harris (prior 96.9%, forecast Watch), and Randall L. Stephenson (prior 95.6%, forecast Watch), with 2 other(s) in the table below.
| Nominee | Forecast | Background |
|---|---|---|
Independent | HEALTHY Prior 99.2% 70808793100 | Cesar Conde has held senior leadership roles at NBCUniversal and Univision and currently serves on the boards of PepsiCo and Ralph Lauren. |
Independent | WATCH First-time at this board · Non-independent director on the Compensation Committee | Shishir Mehrotra has over 25 years of technology leadership experience, including executive roles at YouTube and Superhuman, and currently serves as an independent director at Spotify. Governance flag: Non-independent director on the Compensation Committee |
Independent | HEALTHY Prior 99.4% 70808793100 | Sarah Friar is the former CEO of a large platform connecting neighbors and has held CFO roles at a multinational publicly-traded company and an artificial intelligence firm. |
Independent | HEALTHY Prior 99.5% 70808793100 | Bob served as U.S. Chairman and Senior Partner of PwC for seven years before becoming Global Chair, retiring after 39 years with the firm. |
Not independent | NO PRIOR VOTE First-time nominee · forecast uses baseline rate | John R. Furner served as President and CEO of Walmart U.S., driving growth and digital integration across stores and online channels. |
Not independent | HEALTHY Prior 96.8% 70808793100 | Gregory B. Penner served as CFO for the company's operations in Japan and is currently the non-executive Chairman. |
Independent | WATCH Prior 96.9% 70808793100 | Carla Harris has over 30 years of experience at Morgan Stanley, focusing on investment banking and major IPOs, and currently serves as Chair of Walmart's Compensation and Management Development Committee. |
Independent | WATCH Prior 95.6% 70808793100 | Randall Stephenson has extensive experience in finance and technology, serving on the Technology and eCommerce Committee, focusing on digital business strategies and technology infrastructure modernization. |
Independent | WATCH Prior 97.9% 70808793100 | Horton served as CEO of American Airlines and has held CFO roles in major global companies, bringing over 30 years of leadership experience in finance and risk management. |
Not independent | HEALTHY Prior 99.2% 70808793100 | Walton served on the board of Flipkart and is the former chair of the TeCC, bringing extensive international legal and regulatory experience in financial transactions. |
Independent | WATCH Prior 98.5% 70808793100 | Mayer served as CEO of Yahoo and currently holds directorships at AT&T, Hilton, and Starbucks, bringing extensive expertise in technology and consumer internet industries. |
Proposals on the Ballot (8)
| #1 | Election of Directors Filed by the board · Board recommends For Elect 11 nominees to the Board of Directors to serve one-year terms. |
| #2 | Ratification of Independent Accountants Filed by the board · Board recommends For Ratify appointment of Ernst & Young LLP as Walmart’s independent registered public accounting firm for fiscal 2027. |
| #3 | Advisory Vote to Approve Named Executive Officer Compensation Filed by the board · Board recommends For Non-binding, advisory vote to approve the compensation of Walmart’s Named Executive Officers as disclosed in the proxy statement. |
| #4 | Approve Amendment to Restated Certificate of Incorporation to Limit Officer Liability Filed by the board · Board recommends For Approve amendment to the Restated Certificate to exculpate certain officers from monetary liability for breaches of the duty of care, to the extent permitted by Delaware law. |
| #5 | Request for Cumulative Voting for Board Elections Filed by a shareholder · Board recommends Against Shareholder proposal requesting adoption of cumulative voting for director elections. |
| #6 | Report on Workplace Health and Safety Governance Filed by a shareholder · Board recommends Against Shareholder proposal requesting a report on governance measures implemented since 2020 to monitor and manage human rights risks related to workplace health and safety and board oversight of related policies. |
| #7 | Report on Immigration Policy and Enforcement Filed by a shareholder · Board recommends Against Shareholder proposal requesting a public report on how U.S. immigration policy and enforcement impacts Walmart’s operations. |
| #8 | Report on Workforce Impact of AI and Automation Filed by a shareholder · Board recommends Against Shareholder proposal requesting a report on principles, metrics, and governance for measuring social implications of AI and automation on Walmart’s workforce. |
Top institutional holders · as of Dec 31, 2025
| Holder | % of shares | Position value |
|---|---|---|
| VANGUARD GROUP INC | 4.99% | $44.31B |
| STATE STREET CORP | 2.32% | $20.62B |
| BlackRock, Inc. | 1.59% | $14.09B |
| BlackRock, Inc. | 1.15% | $10.21B |
| GEODE CAPITAL MANAGEMENT, LLC | 1.13% | $9.95B |
| JPMORGAN CHASE CO | 0.90% | $7.97B |
| NORGES BANK | 0.73% | $6.46B |
| MILLENNIUM MANAGEMENT LLC | 0.51% | $4.54B |
| Fisher Asset Management, LLC | 0.51% | $4.53B |
| BlackRock, Inc. | 0.42% | $3.74B |
Source: SEC 13F filings (latest quarter). Position value is the holder’s reported aggregate value at the as-of date.
Recent key filings
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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Frequently Asked Questions
When is the Walmart Inc 2026 annual meeting?
Walmart Inc (WMT) holds its 2026 annual shareholder meeting on June 4, 2026.
What is the record date for the Walmart Inc 2026 meeting?
The record date for the Walmart Inc 2026 meeting is April 10, 2026. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Walmart Inc's 2026 meeting?
The board is presenting 11 director nominees at the Walmart Inc 2026 meeting. The full slate appears in the 'Director Nominees' table on this page, with independence designations and a structured indexable summary.
What proposals will shareholders vote on at the Walmart Inc 2026 meeting?
Shareholders will vote on 8 proposals at the Walmart Inc 2026 meeting. The full list with proposed-by tags and management recommendations appears in the 'Proposals on the Ballot' section on this page.
Are any directors at risk at Walmart Inc's 2026 annual meeting?
The Boardroom Alpha Director-Vote Forecast flags 5 of 11 scored nominees as facing elevated vote pressure at the Walmart Inc 2026 meeting: Shishir Mehrotra, Carla A. Harris, Randall L. Stephenson, Tom Horton, Marissa Mayer. The most-loaded nominee is Shishir Mehrotra (forecast band: watch). See the 'Director Nominees' table for the per-director forecast bar and prior support.
Where do I find the original proxy filing?
The 'View proxy' link at the top of this page opens the original SEC DEF 14A (or amended) filing for the Walmart Inc 2026 meeting in the Boardroom Alpha filing viewer.
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