Some 14,000 attendees filled Bud Walton Arena at the University of Arkansas in a setting that looked like a stage set for "American Idol" than a business meeting. (Indeed, "Idol" judge Harry Connick Jr. performed and played celebrity emcee at the event.)
Yet the meeting came amid a week of protests and strikes across the country by employees. Closely watched at the meeting was a vote on the company's executive pay plan — which for new CEO Doug McMillon, who took the helm Feb. 1, was valued at $25.6 million — and a trio of shareholder proposals on the ballot that the company opposed. The proposals aimed to get Wal-Mart to disclose more on its lobbying practices, share further detail about how it recoups pay from executives who have engaged in misconduct, and replace its current chairman, family scion Rob Walton, with a board leader deemed to be independent.
In the end, neither the employee protestors nor the shareholder groups appeared to disrupt the party too much. The company did not release preliminary vote tallies during the meeting on the various proposals, but Walton did say that all 14 directors were re-elected with a "significant majority" of shares. He also noted that a majority of investors voted to support the executive pay plan, and that none of the shareholder proposals received a majority of investors' favorable votes.
That includes the proposal for an independent chairman, which was also on the ballot last year, when it received just 14.4 percent of the vote. In fact, during the meeting Wal-Mart named current director Greg Penner (Rob Walton's son-in-law) vice chairman of the board in a move it called part of its commitment to "long-term succession planning." As a result, a board chairman not connected with the Walton family seems unlikely anytime soon.
The reported results are not surprising. Measures put on the ballot by shareholders don't often receive a majority vote. Failures for say-on-pay votes are similarly rare: Just 33 companies, or two percent of firms that have held pay votes so far this year, have seen a majority of investors vote against executive pay, according to data from the proxy advisory firm Institutional Shareholder Services (ISS).
Chipotle and Staples are two of the rare examples of companies where investors have voted down executive pay plans this year. Yet even at those companies, the votes are only seen as "advisory." The 2010 Dodd-Frank Act requires companies to give shareholders the opportunity to voice their support or disapproval of executives' pay packages, but it doesn't require companies to act on their votes.
At Wal-Mart, a majority win by disapproving shareholders would have been even more unusual, if not nearly unthinkable. The family controls a bit more than 50 percent of the company's shares.
What will be telling about investor sentiment, however, is the size of the minority votes for or against the various proposals. "To me, if it's over 20 percent opposed, it's a big result," says Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. "Corporations move with near unanimity. When you don't have that, it's a sign of a problem."
Wal-Mart has faced criticism on executive compensation most notably for making adjustments to its financial results that increased executive incentive pay, for the retention bonuses it awarded executives, and for retroactively granting shares that could have the potential to raise executives' payouts.
This controversy comes amid a tough period for the company's U.S. stores, which have seen five straight quarters of declining sales. Wal-Mart's stock has trailed the S&P 500 during the uneven economic recovery, as its customers have held back spending. Meanwhile the pension group CtW Investment conducted a "vote no" campaign against the company's compensation plan, and ISS also urged investors to vote against it. The influential proxy advisory firm ISS further advised against the re-election of two directors, former CEO Mike Duke and current chairman Rob Walton, citing complaints that the board hasn't disclosed enough about an ongoing probe into allegations of bribery in foreign markets.
After ISS issued its recommendation, Wal-Mart fired back in a regulatory filing. It said that ISS's analysis "misconstrues the nature and operation of Walmart’s executive compensation program," which, it said, closely ties the interest of executives with those of shareholders. In the filing, Walmart wrote that the cash bonus of each of its top paid officers was "significantly less as compared to the prior year" and that performance share payouts were at the lowest levels in several years. It also said ISS's request for more disclosure on the investigation "could interfere with, or distract from, the ongoing investigations" and potentially harm the company's "future legal proceedings."