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Walmart Proposing Changes to Board of Directors

Wal-Mart Stores Inc. has revealed changes to its board of directors aimed at strengthening it for the future while retaining its independence, diverse director backgrounds and breadth of experience.

Among the changes are “ordinary-course” retirements of board members Aida Alvarez, Roger Corbett, Mike Duke and Jim Walton, and a reduction in the size of the board from 15 to 12 members to maximize its effectiveness in supporting the company’s strategy. The changes will go into effect after the mega-retailer’s June 3 annual shareholders’ meeting in Fayetteville, Ark.

Additionally, as part of its succession planning, the board has nominated Steuart L. Walton, CEO of Game Composites Ltd., a company he founded in 2013 that designs and builds small composite aircraft, for election. Historically, three members of the Walton family have been members of the company’s board.

“The contributions of each of our four retiring board members cannot be overstated, and we wish them all continued success in the future,” said Greg Penner, chairman of the board of directors. “With these retirements, we view this as a time to make our board more nimble, while maintaining its independence and further aligning on Walmart’s strategic priorities. Our board has the right skills and expertise to support the company’s strategy. We continue to believe that the value, quality and diversity of our directors are some of Walmart’s greatest strategic assets.”

“The changes we are making are designed to maximize our effectiveness as we adapt to ever-evolving customer requirements,” added Lead Independent Director James I. Cash Jr. “We believe that board refreshment and succession planning are critical and demonstrate good corporate governance practices, but also and most importantly, support our mission to broaden and improve how we are serving customers through both stores and e-commerce.”

With the proposed changes, the board will maintain its current independent majority, at 67 percent. The board’s 12 nominees include five independent board members added over the past four years, including technology industry executives Yahoo! Inc. CEO Marissa Mayer and Instagram CEO and co-founder Kevin Systrom, as well as Penner, who brings technology, finance and international business acumen to his position. The others standing for election or for re-election to the board are Penner, Cash, Pam Craig, Tim Flynn, Tom Horton, Doug McMillon, Steve Reinemund, Rob Walton and Linda Wolf.

Bentonville, Ark.-based Walmart operates 11,528 stores under 72 banners in 28 countries, and e-commerce websites in 11 countries. The company employs about 2.3 million associates worldwide.

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