8-KMaterial AgreementsExhibits & Filings

Walmart Inc. 8-K Report, Material Agreement (Jun 9, 2005)

Filed June 9, 2005For Securities:WMT

Summary

This 8-K filing from Wal-Mart Stores, Inc. (WMT) on June 8, 2005, details the approval of the Wal-Mart Stores, Inc. Stock Incentive Plan of 2005 by shareholders at the Annual Shareholders' Meeting on June 3, 2005. This new plan amends and restates the 1998 plan and is effective as of January 1, 2005. The primary purpose of the plan is to provide incentives to associates and officers to enhance performance, encourage retention, and attract new talent, ultimately aiming to increase Wal-Mart's success. Key aspects of the plan include the authorization of 50,000,000 new shares for issuance, plus any remaining shares from the previous plan. The plan allows for various award types, including stock options, restricted stock, restricted stock rights, stock appreciation rights, and performance shares, all administered by the Compensation, Nominating and Governance Committee. Additionally, the filing outlines the compensation structure for non-management directors, including an annual retainer and a stock award, effective from their June 3, 2005 election.

Key Highlights

  • 1Shareholder approval of the Wal-Mart Stores, Inc. Stock Incentive Plan of 2005, effective January 1, 2005, replacing the 1998 plan.
  • 2The plan aims to incentivize and retain key employees and attract new talent.
  • 350,000,000 new shares authorized for issuance under the new plan, plus remaining shares from the 1998 plan.
  • 4The plan permits various award types: stock options, restricted stock, restricted stock rights, stock appreciation rights, and performance shares.
  • 5Administration of the plan is overseen by the independent Compensation, Nominating and Governance Committee.
  • 6Non-management directors receive an annual retainer of $60,000 and an annual stock award valued at $140,000.
  • 7Committee chairs (Audit, Compensation, Nominating and Governance, Strategic Planning and Finance) receive additional annual retainers ranging from $15,000 to $25,000.

Frequently Asked Questions

The primary purpose of the Wal-Mart Stores, Inc. Stock Incentive Plan of 2005 is to provide incentives to associates and officers to improve their job performance, motivate them to stay with Wal-Mart, attract new talent, and ultimately contribute to the company's overall success.

The plan authorizes 50,000,000 new shares for issuance. Additionally, any shares remaining under the previous Wal-Mart Stores, Inc. Stock Incentive Plan of 1998 (approximately 87.2 million shares as of June 3, 2005) will also be available. Shares forfeited or reacquired under certain conditions can also be added back to the authorized pool, with some limitations after June 3, 2015.

The plan allows the Compensation Committee to grant various types of awards, including stock options (both non-qualified and incentive), restricted stock, restricted stock rights, stock appreciation rights, and performance shares. These awards can be contingent on continued employment and/or the achievement of specific performance-based criteria.

Non-management directors elected on June 3, 2005, receive an annual retainer of $60,000 and an annual stock award valued at $140,000. Both the retainer and the stock award have various options for how they can be received (cash, stock, deferred accounts). Additional annual retainers are provided for committee chair positions.