8-KLeadership ChangesExhibits & Filings

Walmart Inc. 8-K Report, Executive Changes (Mar 9, 2009)

Filed March 9, 2009For Securities:WMT

Summary

This 8-K filing from Walmart Inc. on March 9, 2009, announces a significant executive appointment: Brian C. Cornell has been appointed as the new Executive Vice President, President, and Chief Executive Officer of the Sam's Club division, effective April 3, 2009. Mr. Cornell brings a wealth of experience from leadership roles at Michaels Stores, Inc., Safeway Inc., and PepsiCo, Inc., indicating Walmart's strategic intent to leverage his expertise for Sam's Club. The filing also details Mr. Cornell's compensation package, which includes a substantial base salary, potential for significant annual incentives tied to company and division performance, a notable signing bonus, and equity awards comprising restricted stock and performance shares. The compensation structure aims to align Mr. Cornell's interests with Walmart's performance and long-term growth, particularly within the Sam's Club segment. Additionally, a post-termination and non-compete agreement has been established, outlining terms for continued salary payments and restrictions on competitive activities.

Key Highlights

  • 1Appointment of Brian C. Cornell as EVP, President, and CEO of Sam's Club, effective April 3, 2009.
  • 2Mr. Cornell's extensive background includes previous leadership roles at Michaels Stores, Safeway, and PepsiCo.
  • 3Annual base salary for Mr. Cornell set at $800,000, subject to adjustment.
  • 4Annual cash incentive target of 160% of base salary (up to 200% maximum) tied to company and Sam's Club performance.
  • 5Signing bonus of $1,000,000, payable in two installments, with clawback provisions.
  • 6Equity awards include a $2,000,000 restricted stock grant and performance-based awards for fiscal year 2010.
  • 7A Post-Termination Agreement and Covenant Not to Compete was entered into, including a two-year non-compete clause and continued salary payment upon termination (excluding policy violations).

Frequently Asked Questions

Brian C. Cornell has been appointed as the Executive Vice President, President, and Chief Executive Officer of Walmart's Sam's Club division, effective April 3, 2009. He has a strong background in retail and consumer goods, having previously held senior executive positions at Michaels Stores, Inc., Safeway Inc., and PepsiCo, Inc.

Mr. Cornell will receive an annual base salary of $800,000. He is also eligible for an annual cash incentive with a target of 160% of his base salary (up to 200% maximum), based on company and Sam's Club performance. Additionally, he will receive a $1,000,000 signing bonus and significant equity awards, including restricted stock and performance shares valued at $2,000,000 and $3,375,000 respectively for fiscal year 2010.

Yes, Mr. Cornell has entered into a Post-Termination Agreement and Covenant Not to Compete. This agreement prohibits him from engaging in a competing business or soliciting Walmart associates for a period of two years following termination of his employment for any reason. The agreement also includes provisions for continued salary payment for two years upon termination, provided it's not due to a violation of company policy.

For fiscal year 2010, Mr. Cornell's cash incentive payment will be based in part on Walmart's overall pre-tax profit performance and in part on the operating income of the Sam's Club division. Specific performance targets will be established by the Compensation, Nominating and Governance Committee.