8-KMaterial AgreementsExhibits & Filings

Walmart Inc. 8-K Report, Material Agreement (Jan 26, 2005)

Filed January 26, 2005For Securities:WMT

Summary

This 8-K filing from Wal-Mart Stores, Inc. reports on a material definitive agreement, specifically a Retirement Agreement with Vice Chairman of the Board, Thomas M. Coughlin. The agreement outlines the terms of Mr. Coughlin's retirement, which was effective January 24, 2005, though he will continue to serve on the Board until the Annual Shareholders' Meeting on June 3, 2005. Key provisions include continued base salary for two years post-retirement in exchange for an extended non-competition obligation through January 24, 2012. Additionally, Mr. Coughlin will retain a significant portion of unvested restricted stock, which will vest over five years, contingent on adherence to his non-compete and confidentiality obligations. Investors should note the details of this executive transition and its financial implications for the company.

Key Highlights

  • 1Wal-Mart entered into a Retirement Agreement with Vice Chairman Thomas M. Coughlin, effective January 24, 2005.
  • 2Mr. Coughlin will continue as a member of the Board of Directors until the Annual Shareholders' Meeting on June 3, 2005.
  • 3The agreement includes a two-year continuation of Mr. Coughlin's current annual base salary post-retirement.
  • 4Mr. Coughlin's non-competition obligation has been extended through January 24, 2012.
  • 5186,407 shares of unvested restricted stock will not be forfeited and will vest over five years beginning January 24, 2008.
  • 6Vesting of restricted stock and continued benefits are conditional upon Mr. Coughlin adhering to non-competition and cooperation obligations.
  • 7Mr. Coughlin is eligible for a pro-rated incentive payment for the fiscal year ending January 31, 2005.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce a material definitive agreement between Wal-Mart and its Vice Chairman of the Board, Thomas M. Coughlin, regarding his retirement.

Mr. Coughlin will receive his current annual base salary for two years post-retirement and will retain 186,407 shares of unvested restricted stock that will vest over five years starting in January 2008. He is also eligible for a pro-rated incentive payment for the current fiscal year and certain medical benefits for himself and his family beginning in July 2006.

Mr. Coughlin has reaffirmed his existing two-year non-competition agreement and has agreed to an additional five-year non-competition period through January 24, 2012. He also has obligations related to cooperation and confidentiality. Failure to comply with these obligations can result in forfeiture of his restricted stock.

Yes, Mr. Coughlin's retirement from his Vice Chairman role was effective January 24, 2005, but he will continue to serve on the Board of Directors through the Annual Shareholders' Meeting on June 3, 2005.