4 Wal-Mart Directors Elected With Less Than 88 Percent of Vote

Voters at Wal-Mart Stores Inc.’s annual shareholders meeting approved all 16 nominees to the retailer’s board, but votes for four received a smaller percentage of votes than they did last year.

The retailer released details of Friday’s votes in a filing with the U.S. Securities and Exchange Commission on Monday. It showed four directors — CEO Mike Duke, former CEO H. Lee Scott Jr., Chairman S. Robson Walton, and Christopher Williams — each re-elected with less than 88 percent of voting shares.

Last year, all 16 nominees to the board were elected with at least 98 percent of the vote.

The vote comes as some shareholders have expressed displeasure with company leaders amid allegations, detailed in April by the New York Times, that Wal-Mart officials engaged in bribery in Mexico. The story alleged that Wal-Mart executives knew about the bribery but shuttered an internal investigation into the matter.

On Friday, Walton — a son of Wal-Mart’s founder the late Sam Walton — and Duke told shareholders that Wal-Mart would get to the bottom of the bribery allegations and "do the right thing."

According to Wal-Mart’s news release on Friday’s vote results:

• Duke was re-elected with 86.93 percent of the vote.
• Walton was re-elected with 87.37 percent.
• Scott was re-elected with 84.35 percent.
• Williams was re-elected with 86.74 percent.

According to The Associated Press, descendants of Wal-Mart’s founder own about 50 percent of company shares, so shareholders had little chance of voting out the board members. But the numbers show a dramatic erosion of support compared with recent years.

Shareholders also defeated three shareholder proposals:

• Proposal 4, dealing with reporting on political contributions by the company, which received about 15.8 percent of voting shares.
• Proposal 4, dealing with the company’s director nomination policy, which received about 2.0 percent of voting shares.
• Proposal 6, regarding incentive compensation programs, which received about 9.3 percent of voting shares.

Shareholders also ratified Ernst & Young LLP as Wal-Mart’s independent accountants, and voted to approve the compensation of Wal-Mart’s named executive officers.