UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, DC FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 r 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date f Reprt (Date f earliest event reprted): January 16, 2018 Wal-Mart Stres, Inc. (Exact Name f Registrant as Specified in Charter) Delaware (State r Other Jurisdictin f Incrpratin) (Cmmissin File Number) (IRS Emplyer Identificatin N.) 702 S.W. 8th Street Bentnville, Arkansas (Address f Principal Executive Offices) (Zip Cde) Registrant s telephne number, including area cde: (479) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins: Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging grwth cmpany as defined in Rule 405 f the Securities Act f 1933 ( f this chapter) r Rule 12b-2 f the Securities Exchange Act f 1934 ( b-2 f this chapter). Emerging grwth cmpany If an emerging grwth cmpany, indicate by check mark if the registrant has elected nt t use the extended transitin perid fr cmplying with any new r revised financial accunting standards prvided pursuant t Sectin 13(a) f the Exchange Act.

2 Item Departure f Directrs r Certain Officers; Electin f Directrs; Appintment f Certain Officers; Cmpensatry Arrangements f Certain Officers. On January 16, 2018, David Cheesewright, age 55, ntified Wal-Mart Stres, Inc. (the Cmpany ) f his intent t retire frm his psitin as Executive Vice President, President and Chief Executive Officer f the Cmpany s Internatinal segment, effective as f the clse f business n January 31, Mr. Cheesewright will cntinue t serve as an Executive Vice President f the Cmpany. Mr. Cheesewright has served as Executive Vice President, President and Chief Executive Officer f the Cmpany s Internatinal segment since January Prir t his appintment t his current rle, Mr. Cheesewright served as Executive Vice President, President and CEO f the reginal management team respnsible fr the Cmpany s retail peratins in Canada, the United Kingdm, and sub-saharan Africa, beginning in September Mr. Cheesewright previusly served in varius capacities since jining the Cmpany in 1999, including as Chief Operating Officer f Walmart Canada and Chief Operating Officer f Asda, the Cmpany s retail subsidiary in the United Kingdm. Mr. Cheesewright will remain with the Cmpany full-time thrugh March 31, 2018 and then serve the Cmpany, n a limited basis, with specific prjects fr a lnger perid f time. On January 16, 2018, Judith McKenna, age 51, was appinted Executive Vice President, President and Chief Executive Officer f the Cmpany s Internatinal segment, effective February 1, In this psitin, Ms. McKenna will reprt t the Cmpany s President and Chief Executive Officer. Since February 2015, Ms. McKenna has served as Executive Vice President and Chief Operating Officer f Walmart U.S. Prir t being appinted t her current rle, Ms. McKenna served as Executive Vice President and Chief Develpment Officer f Walmart U.S. frm April 2014 t February 2015, as Executive Vice President, Strategy and Internatinal Develpment fr Walmart Internatinal frm April 2013 t April 2014, and as Chief Operating Officer f Asda Grup Limited ( Asda ), the Cmpany s subsidiary in the United Kingdm, frm July 2011 t April Previusly, Ms. McKenna served in a variety f rles since jining the Cmpany in 1996, including as Chief Financial Officer f Asda. The Cmpany issued a press release n January 17, 2018 annuncing the retirement f Mr. Cheesewright and the appintment f Ms. McKenna t her new rle. A cpy f the press release is furnished as Exhibit 99.1 t this reprt. The Cmpany and Ms. McKenna entered int a pst-terminatin agreement and cvenant nt t cmpete dated May 18, 2015 (the Nn-Cmpete Agreement ). The Nn-Cmpete Agreement is substantially similar t the frm f pst terminatin agreement and cvenant nt t cmpete that is attached as Exhibit 10(p) t the Cmpany s Frm 10-K filed n March 30, The Nn-Cmpete Agreement prhibits Ms. McKenna, fr a perid f tw years fllwing her terminatin f emplyment with the Cmpany fr any reasn, frm participating in a business that cmpetes with the Cmpany and frm sliciting the Cmpany s assciates fr emplyment. The Nn-Cmpete agreement als prvides that, if Ms. McKenna s emplyment is terminated by the Cmpany fr any reasn, ther than fr a vilatin f the Cmpany s plicies, the Cmpany will cntinue t pay her base salary fr tw years fllwing terminatin f emplyment. On January 16, 2018, the Cmpensatin and Management Develpment Cmmittee (the CMDC ) f the Cmpany s Bard f Directrs apprved changes t Ms. McKenna s cmpensatin in cnnectin with her new rle. Specifically, Ms. McKenna s base salary will be $1,040,209 annually. Ms. McKenna will cntinue t be eligible fr an annual cash incentive under the Cmpany s Management Incentive Plan (the MIP ), based n perfrmance criteria t be established by the CMDC. Fr the Cmpany s fiscal year ending January 31, 2019 ( fiscal 2019 ), Ms. McKenna s target cash incentive payment under the MIP will be 180% f her base salary, with a maximum pssible payut f 225% f her base salary. Ms. McKenna will cntinue t be eligible t receive an annual equity award, generally cnsisting f a cmbinatin f restricted stck and perfrmance-based restricted stck units. On January 16, 2018, the CMDC als apprved Ms. McKenna s annual equity award, cnsisting f 14,897 restricted shares and 50,651 perfrmance-based restricted stck units. Item Financial Statements and Exhibits. (d) Exhibits The fllwing dcument is filed as an exhibit t this Current Reprt n Frm 8-K: 99.1 Press release dated January 17, 2018 annuncing certain management changes.

3 SIGNATURES Pursuant t the requirements f the Securities Exchange Act f 1934, the Registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. Dated: January 17, 2018 WAL-MART STORES, INC. By: /s/ Grdn Y. Allisn Grdn Y. Allisn Vice President and General Cunsel, Crprate

4 Cntact: Walmart Media Relatins Phne: Judith McKenna Named President and CEO f Walmart Internatinal BENTONVILLE, Ark., Jan. 17, Wal-Mart Stres Inc. (NYSE: WMT) annunced tday that Judith McKenna will be prmted t President and Chief Executive Officer (CEO) f Walmart Internatinal, the cmpany s secnd-largest perating segment. She will be succeeding David Cheesewright, wh has been in rle since 2014 and recently shared his desire t retire frm a full-time rle. McKenna, currently serving as Executive Vice President and Chief Operating Officer (COO) fr Walmart U.S., will assume her new rle n Feb. 1, 2018, and reprt t Walmart President and CEO, Dug McMilln. During his 19 years with the cmpany, David has served in a number f key leadership rles in ur cmpany. He has built a reputatin as an insightful strategic thinker with a track recrd f delivering cnsistent, prfitable grwth. He has been instrumental in strengthening ur business acrss the glbe. He s a passinate advcate fr ur peple, culture and purpse arund the wrld, McMilln said. Cheesewright will remain with the cmpany full time thrugh March and then serve the cmpany, n a limited basis, with specific prjects fr a lnger perid f time. I ve had the pleasure t wrk with Judith fr many years and have seen first-hand her ability t lead strategic change, build relatinships with ur assciates and strengthen ur business. It has been inspiring t see her persnal grwth and the results she s driven ver the years. Her integrity, high expectatins and passin fr the business and ur assciates will ensure ur cntinued success in Internatinal, said McMilln. Being chsen t lead Walmart Internatinal truly is an hnr, and I can t think f a mre exciting time t be in this part f the business, said McKenna. I lk frward t building upn ur prgress t imprve the experience fr ur custmers and assciates arund the wrld. McKenna s career with Walmart began in 1996 at Asda, the cmpany s U.K. peratin, where she served as Chief Operating Officer and Chief Financial Officer. McKenna als served as Executive Vice President f Strategy and Internatinal Develpment fr Walmart Internatinal. There, she led several areas, including internatinal strategy, real estate, mergers and acquisitins, integratin, glbal frmat develpment and purchase leverage.

5 Upn mving t the Walmart U.S. divisin in April 2014, McKenna served as the business unit s Chief Develpment Officer, where she led the strategy, develpment and grwth f Walmart s small frmat business and the partnership with Walmart.cm t integrate digital cmmerce int the physical stre presence. Several mnths later she was prmted t her expanded rle as Executive Vice President and Chief Operating Officer fr Walmart U.S. with respnsibilities fr the cmpany s U.S. stre peratins, including mre than 4,500 retail lcatins. Walmart s Internatinal divisin serves mre than 100 millin custmers every week in mre than 6,200 retail units, perating utside the United States with 55 banners in 27 cuntries. NOTE: A bi and high reslutin phts fr dwnlad f Judith McKenna are available at: Abut Walmart Wal-Mart Stres, Inc. (NYSE: WMT) helps peple arund the wrld save mney and live better - anytime and anywhere - in retail stres, nline, and thrugh their mbile devices. The cmpany s legal name will becme Walmart Inc., effective n Feb. 1, 2018, t reflect its grwing status as an mni-channel retailer. Each week, ver 260 millin custmers and members visit ur mre than 11,600 stres under nearly 60 banners in 28 cuntries and ecmmerce websites. With fiscal year 2017 revenue f $485.9 billin, Walmart emplys apprximately 2.3 millin assciates wrldwide. Walmart cntinues t be a leader in sustainability, crprate philanthrpy and emplyment pprtunity. Additinal infrmatin abut Walmart can be fund by visiting n Facebk at and n Twitter at # # #