8-KMaterial AgreementsExhibits & Filings

Walmart Inc. 8-K Report, Material Agreement (Dec 12, 2005)

Filed December 12, 2005For Securities:WMT

Summary

This 8-K filing from Wal-Mart Stores, Inc. on December 12, 2005, details amendments to existing Post-Termination and Covenant Not to Compete Agreements for its officers. These amendments are designed to ensure compliance with Section 409A of the Internal Revenue Code, which governs deferred compensation plans and was enacted as part of the American Jobs Creation Act of 2004. The core of the amendment allows officers to choose between two options for the timing of their initial severance payments following termination. For investors, the key takeaway is that Wal-Mart is proactively addressing regulatory changes to maintain the integrity of its executive compensation and severance arrangements. This demonstrates good corporate governance and a commitment to compliance. The choice offered to officers, concerning the lump-sum payment of the first six months of severance either immediately post-termination or six months after termination, provides flexibility while adhering to the new tax code requirements. The filing includes the specific forms of these amendments as exhibits, offering transparency on the contractual changes.

Key Highlights

  • 1Wal-Mart is amending Post-Termination and Covenant Not to Compete Agreements for its officers.
  • 2The amendments are specifically to comply with Section 409A of the Internal Revenue Code.
  • 3Section 409A relates to requirements for deferred compensation agreements.
  • 4Officers can choose between two options for the timing of their initial severance payments.
  • 5Option 1: Lump-sum payment of first six months' severance six months after termination.
  • 6Option 2: Lump-sum payment of first six months' severance immediately after termination.
  • 7The amendments were approved by the Compensation, Nominating and Corporate Governance Committee.

Frequently Asked Questions

Wal-Mart is amending these agreements to comply with Section 409A of the Internal Revenue Code, a new regulation enacted in 2004 that imposes specific rules on deferred compensation plans and arrangements.

Section 409A sets forth requirements for non-qualified deferred compensation plans. Failure to comply can result in immediate taxation and penalties for the executive.

Officers can choose to receive the first six months of their severance payments either as a lump sum immediately after their severance from the company, or as a lump sum six months after their severance.

This change primarily affects the timing of the initial lump-sum payment for the first six months of severance. The ultimate amount and timing of future severance payments would depend on the specific terms of the original agreement and the chosen amendment.