Correction: Wal-Mart Stores Inc. of Bentonville is asking its stockholders to reject a new, shareholder-proposed policy that would require the board of directors to elect, whenever possible, a chairman who has not previously served as an executive officer of the company. This article incorrectly stated the company’s position.
Top Wal-Mart executive Michael Duke saw his overall pay top $27.1 million in the past year, including $7.1 million in stock options exercised, according to the annual shareholders’ statement filed Monday by Wal-Mart Stores Inc. of Bentonville.
That was a 52 percent jump in pay for Duke from the previous year, when the retailer’s chief executive officer earned $17.8 million. That included $201,946 in stock options exercised.
Compensation for three more high-ranking Wal-Mart executives, Charles Holley Jr., William Simon and Douglas McMillon, also rose by double-digit percentages, according to the company’s proxy statement filed with the federal Securities and Exchange Commission.
Wal-Mart “had a good financial performance in fiscal 2013,” according to the statement. The company’s stock price was up 14 percent and the giant retailer paid $1.59 per share in dividends. The report also cited a February announcement that its board “approved an 18 percent increase in our annual dividend for fiscal 2014 to $1.88 per share.”
The company also set the date for its annual shareholders meeting, 7 a.m. on June 7atthe University of Arkansas’ Bud Walton Arena in Fayetteville.
The retailer usually fills that arena, which seats more than 19,000.
At the meeting, Wal-Mart stockholders will be asked to re-elect 14 directors from what had been a 17-member board. Three directors are stepping down without immediate replacements: Marriott International Inc. President and Chief Executive Officer Arne Sorenson; Accel Partners venture capital firm partner James Breyer; and Michele Burns, CEO of the Retirement Policy Center sponsored by Marsh & McLennan Cos. Inc., a global professional services and consulting firm.
The company also is raising pay for directors who serve on its audit committee, which is investigating allegations of a bribery scheme in Mexico, according to the proxy statement. The audit committee met 15 times in the fiscal year that ended Jan. 31. Committee members “spent approximately twice the amount of time normally required,” the statement said. The audit committee’s four members each were paid an additional $60,000 fee. Audit committee Chairman Christopher Williams got $85,000, according to the company’s statement.
Wal-Mart’s proxy shows that the Walton family, heirs of the Wal-Mart founder, is worth more than $125 billion. That’s about $31 billion each for his adult children: Alice Walton, Jim Walton, Rob Walton and the estate trust of John Walton.
The annual proxy statement also:
Detailed compensation for other top Wal-Mart executives. Holley, executive vice president and chief financial officer, saw his total pay climb from $5 million in fiscal year 2012 to $8.2 million in the 2013 fiscal year that ended Jan. 31, including stock options exercised. Executive Vice President Simon’s compensation rose from $8.4 million to $11.9 million. Pay for McMillion, executive vice president, increased from $10.8 million to $12.8 million. The other executive listed, Executive Vice President Rosalind Brewer, earned $14.4 million in the past year after joining the top executive group. No previous pay was listed for her.
Outlined directors’ total compensation. Board members’ pay ranged from a low of $219,994 last year for Marissa Mayer, president and CEO of Yahoo Inc., to $387,976 for Williams, chairman and CEO of the investment bank The Williams Capital Group LP.
Asked shareholders to support a proposal to elect an “independent” board chairman who has not served as an executive officer of the company. The current board chairman is Robson Walton, son of Wal-Mart founder Sam Walton and a board member since 1978.
Asked shareholders to reelect 14 directors, who include global business and financial heavyweights and educators such as Douglas Daft, retired chairman and CEO of The Coca-Cola Co.; Roger Corbett, retired CEO and group managing director of Woolworths Limited, Australia’s largest retail company; and James Cash Jr., the James E. Robison Emeritus Professor of Business Administration at Harvard Business School.
Wal-Mart stock closed Tuesday at $79.09, up $1.12 or 1.44 percent. The stock is near its 52-week high, trading in the past year between $57.18 and $79.28.
Business, Pages 23 on 04/24/2013