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Resolution Details

Company:

Walmart Stores, Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Child Labor, Forced Labor/Ethical Recruitment, Human Rights Due Diligence, Prisons

Status:

Filed

Resolution Text

RESOLVED, Shareholders request that Walmart publish Human Rights Impact Assessment(s) (HRIAs), at reasonable cost and omitting confidential information, examining the actual and potential impacts of one or more high-risk1 commodity in Walmart’s supply chain or facility in its operations. A report on the assessment should be published on the company’s website.

Supporting Statement:

· Human rights standards and principles used to frame the assessments;

· The rationale for selecting the high-risk commodity or operation;

· Actual and potential adverse impacts associated with the product or operation;

· Types and extent of stakeholder consultation;

· Walmart’s connection and level of responsibility to the risks identified; and

· Time-bound action plans presenting how the findings will be implemented to prevent, mitigate and/or remedy impacts.

Companies that cause, contribute, or are directly linked to human rights abuses face material risks which can undermine shareholder value. As one of the largest companies in the United States, Walmart’s relationships with workers and high-risk suppliers expose it to reputational, legal, operational, and ultimately financial risks.

Increased public scrutiny on employers whose workers lack dignified work conditions, business practices that perpetuate economic inequality,1 and reliance upon high-risk suppliers magnify these risks. The New York Times reported alarming working conditions for Walmart’s frontline workers during the pandemic,2 including accusations that Walmart punished workers for using sick time.3 According to a 2022 book, at least half of Walmart’s hourly workers earn under $29,000 annually – below a living wage.4

Conducting HRIAs could also spare Walmart from costly public relations crises stemming from human rights risks in U.S. supply chains, such as a Walmart watermelon supplier being convicted of conspiracy to commit forced labor,5 and the New York Times investigation into Walmart’s supplier illegally using child migrant labor.6 It similarly mitigates against reputational damage from abuses in global supply chains, like Reuters’ investigation into Walmart suppliers using forced prison labor in Cambodia,7 reports that Walmart’s glove suppliers used forced prison labor,8 and the New Yorker/Outlaw Ocean investigation exposing widespread use of trafficked labor on fishing ships and forced labor in processing plants producing seafood sold by Walmart.9 That reporting has led to actions from the E.U. parliament,

U.S. Congress and intense pressure on federal agencies to force companies like Walmart to better track their supply chains.10

HRIAs can help mitigate these risks by enabling Walmart to identify, analyze, and address the root causes of those risks. They can also insulate companies from being unprepared for regulatory changes, like the European Corporate Sustainability Due Diligence Directive and the Uyghur Forced Labor Prevention Act. Competitors including Kroger, Jumbo, and Tesco have committed to conduct human rights impact assessments.

Given the low cost of conducting HRIAs relative to the significant potential costs of human rights violations, we urge the Board to adopt this proposal.

1 https://equitablegrowth.org/walmart-is-a-monopsonist-that-depresses-earnings-and-employment-beyond-its-own- walls-but-u-s-policymakers-can-do-something-about-it/ 

2 https://www.nytimes.com/2021/09/27/business/walmart-coronavirus-workers-safety.html 

3 https://www.nytimes.com/2017/06/01/business/walmart-workers-sick-days.html 

4 https://time.com/charter/6238245/still-broke-rick-wartzman/ 

5 https://www.dol.gov/newsroom/releases/whd/whd20230202-2 ; https://www.business-humanrights.org/en/latest- news/usa-mexican-workers-contracted-by-lvh-subject-to-forced-labour-on-watermelon-farms-supplying-to-walmart- kroger-sams-club-schnucks/ 

6 https://www.nytimes.com/2023/02/25/us/unaccompanied-migrant-child-workers-exploitation.html 

7 https://www.reuters.com/sustainability/walmart-centric-probe-suppliers-potential-links-cambodia-womens-prison- 2023-08-21/#:~:text=PHNOM%20PENH%2FNEW%20YORK%2C%20Aug,from%20a%20U.S.%20industry%20group 

8 https://www.business-humanrights.org/en/latest-news/human-rights-advocates-raise-concerns-that-milwaukee-tool-gloves-are-made-with-forced-labour-in-a-chinese-prison-incl-co-responses/ 

9 https://www.newyorker.com/magazine/2023/10/16/the-crimes-behind-the-seafood-you-eat 

10 https://www.theoutlawocean.com/investigations/china-the-superpower-of-seafood/impact/ 

 

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Resolution Details

Company:

Walmart Stores, Inc.

Year:

2023

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

Vote

Vote Percentage:

5.70%

Resolution Text

Resolved

James McRitchie and other shareholders request that directors of Walmart Inc. (“Company”) amend its bylaws to include the following language:

Shareholder approval is required for any advance notice bylaw amendments that:

1. require the nomination of candidates more than 90 days before the annual meeting,

2. impose new disclosure requirements for director nominees, including disclosures related to past and future plans, or

3. require nominating shareholders to disclose limited partners or business associates, except to the extent such investors own more than 5% of the Company’s shares.

Supporting Statement

Under SEC Rule 14a-19, the universal proxy card must include all director nominees presented by management and shareholders for election.[1] Although the Rule implies each side’s nominees must be grouped together and clearly identified as such, in a fair and impartial manner, most rules for director elections are set in company bylaws.

For Rule 14a-19 to be implemented equitably, boards must not undertake bylaw amendments that deter legitimate efforts by shareholders to submit nominees. The bylaw amendments set forth in the proposed resolution would presumptively deter legitimate use of Rule 14a-19 by deterring legitimate efforts by shareholders to seek board representation through a proxy contest.

The power to amend bylaws is shared by directors and shareholders. Although directors have the power to adopt bylaw amendments, shareholders have the power to check that authority by repealing board-adopted bylaws. Directors should not amend the bylaws in ways that inequitably restrict shareholders’ right to nominate directors. This resolution simply asks the board to commit not to amend the bylaws to deter legitimate efforts to seek board representation, without submitting such amendments to shareholders. We urge the Board not to further amend its advance notice bylaws until shareholders have at least voted on this proposal.

Bloomberg’s Matt Levine speculates bylaws might require disclosure submissions “on paper woven from unicorns’ manes,”[2] with requirements waived for the board’s nominees. While Mr. Levine depicts humorous and exaggerated possibilities, some companies are adopting amendments clearly designed to discourage fair elections.

Directors of at least one company (Masimo Corp.) recently adopted bylaw amendments that could deter legitimate efforts by shareholders to seek board representation through a proxy contest. Masimo’s advance notice bylaws “resemble the ‘nuclear option’ and offers a case study in how rational governance devices can become unduly weaponized, writes Lawrence Cunningham.[3] Directors of other companies are considering similar proposals.

To ensure shareholders can vote on any proposal that would impose inequitable restrictions, we urge a vote FOR Fair Elections.

To Enhance Shareholder Value, Vote FOR
Fair Elections – Proposal [4*]

  

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Resolution Details

Company:

Walmart Stores, Inc.

Year:

2023

Issue Area:

Inclusiveness

Focus Area:

Racial Justice

Status:

Vote

Vote Percentage:

18.10%

Resolution Text

RESOLVED: Shareholders request Walmart Inc. (“Walmart” or the “Company”) conduct a third-party, independent racial equity audit analyzing Walmart’s adverse impacts on Black, Indigenous and People of Color (BIPOC) communities, and to provide recommendations for improving the company’s racial equity impact. Input from employees, customers, and racial justice, labor, and civil rights organizations should be considered in determining specific matters to be analyzed. A report on the audit, prepared at reasonable cost and omitting confidential and proprietary information, should be published on Walmart’s website.

SUPPORTING STATEMENT:

The harmful impacts of systemic racism on BIPOC communities are a major focus of policymakers, media, and the public. While Walmart has made charitable contributions1 and statements of solidarity with communities of color, it must do more to address significant adverse impacts of its policies and practices on those communities.

Several aspects of Walmart’s business suggest a racial equity audit would help mitigate reputational, regulatory, legal, and human capital risk. In recent years, Walmart has faced negative media coverage related to claims of discrimination including racial profiling2 and discriminatory hiring, recruitment3 and promotion practices.4 Walmart is also subject to criticism for poor working conditions5 and paying low wages6. The Company does not disclose median or adjusted racial pay gaps.

By Walmarts own disclosures, it is clear more can be done to address racial inequality in its workforce. The Company reports that people of color comprise 49% of its U.S. workforce but make up only 27% of its U.S. Officers and 18% of its Board of Directors.7 As the largest private employer in the United States, it is imperative that Walmart ensure its policies and practices do not have adverse impacts on its BIPOC employees.

Political spending and lobbying may have adverse racial impacts. Between 2021 and 2022, the National Retail Federation (NRF), the industry trade association to which Walmart belongs, spent over$14 million on lobbying8, and Walmart spent $11.4 million over the same period.9 NRF’s policy priorities include weakening the SEC’s CEO pay ratio disclosure requirement10 and repeal of the employer mandate requiring large companies to provide health coverage to full-time workers,11 which may disproportionately affect BIPOC workers and stakeholders.

Given the demographics of Walmart’s hourly workforce, shareholders want to ensure Walmart is not contributing to or exacerbating broader racial inequities. Failure to effectively address racial inequities in its operations exposes stakeholders, including employees, to unacceptable abuses and exposes Walmart to risks that may ultimately affect shareholder long-term value.

A racial equity audit would help Walmart identify, prioritize, remedy and avoid adverse impacts on nonwhite stakeholders and communities of color. We urge Walmart to assess its behavior through a racial equity lens in order to obtain a complete picture of how it contributes to, and could help dismantle, social and economic inequality.

1 https://corporate.walmart.com/esgreport/esg-issues/diversity-equality-inclusion

2 https://www.npr.org/2022/08/25/1119385178/walmart-oregon-settlement-racial-profiling

3 https://www.npr.org/local/309/2019/04/22/716144085/complaints-allege-racist-hiring-practices-at-walmart-warehouse

4 https://www.forbes.com/sites/edwardsegal/2022/02/11/walmart-is-sued-for-gender-and-race-discrimination-by-eeoc/

5 https://www.msn.com/en-us/money/companies/employees-expose-dangerous-walmart-working-conditions/ar-AAZS4X8

6 https://www.theguardian.com/business/2021/oct/28/walmart-pay-hourly-low-wages-working-conditions

7 https://corporate.walmart.com/esgreport/esg-issues/diversity-equality-inclusion

8 https://www.opensecrets.org/federal-lobbying/clients/summary?cycle=2021&id=D000000741 and https://www.opensecrets.org/federal-lobbying/clients/summary?cycle=2022&id=D000000741

9 https://www.opensecrets.org/Lobby/clientsum.php?id=D000000367&year=2021 and https://www.opensecrets.org/Lobby/clientsum.php?id=D000000367&year=2022

10 https://nrf.com/sec-pay-ratio

11 https://nrf.com/hill/policy-issues/health-care-reform

  

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Resolution Details

Company:

Walmart Stores, Inc.

Year:

2023

Issue Area:

Human Rights & Worker Rights, Militarism / Violence

Focus Area:

Gun Safety

Status:

Vote

Vote Percentage:

23.80%

Resolution Text

RESOLVED: Shareholders urge Walmart Inc. (“Walmart” or the “Company”) to conduct a third-party, independent review of the impact of Company policies and practices on workplace safety and violence, including gun violence. A report on the review, prepared at reasonable cost and omitting proprietary information, should be published on Walmart’s website. At company discretion, the proponents recommend the audit and report include: (1) Evaluation of management and business practices that contribute to an unsafe or violent work environment, including staffing capacity and the introduction of new technologies; and (2) Recommendations that will help Walmart create safer work environments and prevent workplace violence.

Supporting Statement: Incidents of workplace violence, particularly gun violence, have become too common at Walmart. Between July 1, 2020 and November 22, 2022 there were at least 363 gun incidents and 112 gun deaths at Walmart.1 The recent mass shooting in Chesapeake, Va., perpetrated by a Walmart Associate, garnered significant press coverage. 2 The 2019 El Paso shooting killed 22 people and injured another 24 making it the deadliest in United States history.3 An Associate who survived the Chesapeake shooting is suing Walmart for failing to “enact any preventative measures to keep Walmart customers and Associates safe.”4

Gun violence is an unprecedented public health crisis with substantial human and financial costs. Harvard researchers estimate that gun violence costs the United States $557 billion annually and that “employers and their health insurers sustain a substantial financial burden from firearm injuries and have a financial incentive to prevent them.”5

The COVID-19 pandemic made worker safety a focus of policy makers, labor advocates, and the public. Walmart Associates criticized the Company’s pandemic response and its disregard for employee well-being. Newly released OSHA data indicates that COVID-19infection rates at Walmart stores increased in 2021 while the average private sector rate decreased and that Associates working in supercenters are 75% more likely to experience work related injuries and illnesses than other retail workers.6 Workplace injuries cost U.S. businesses billions of dollars every year.7

Failure to effectively address workplace safety and violence exposes stakeholders, including employees, to unacceptable harms and exposes Walmart to financial, reputational, and legal risks.

As a 22-year Walmart Associate, I am personally invested in keeping myself and my fellow Associates safe at work. I am asking Walmart to evaluate how its practices may be contributing to an unsafe or violent work environment and to review existing workplace safety and violence prevention plans to ensure they adequately protect the health, safety, and lives of Walmart Associates.

I ask my fellow shareholders to vote yes for this proposal.

1 https://www.gunsdownamerica.org/new-research-shows-gun-violence-is-serious-threat-at-grocery-stores/
2 https://www.cnn.com/2022/11/22/us/chesapeake-virginia-walmart-shooting/index.html
3 https://www.cbsnews.com/news/mass-shootings-2019-more-than-days-365/
4 https://www.cnn.com/2022/11/29/us/virginia-walmart-shooting-lawsuit/index.html
5 https://time.com/6217348/gun-violence-economic-costs-us/
6 NELP analysis of OSHA Injury Tracking Application and https://www.bls.gov/news.release/pdf/osh.pdf
7 https://www.helmsmantpa.com/2022/06/17/2022-workplace-safety-index-top-10-causes-of-disabling-injuries/ and https://www.statista.com/statistics/711311/direct-costs-of-top-disabling-workplace-injuries-in-the-us/

  

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Resolution Details

Company:

Walmart Stores, Inc.

Year:

2023

Issue Area:

Corporate Governance

Focus Area:

Executive Compensation

Status:

Vote

Vote Percentage:

4.30%

Resolution Text

RESOLVED: Shareholders of Walmart Stores, Inc. (“Walmart”) request the adoption of a policy that recommends the Compensation and Management Development Committee (“Committee”) of the Board of Directors to take into consideration the pay grades and/or salary ranges of all classifications of Walmart employees when setting target amounts for chief executive officer (“CEO”) compensation. Compliance with this policy is excused if it violates any existing contractual obligation or the terms of any existing compensation plan.

Supporting Statement: This proposal encourages the Committee to consider whether the CEO’s compensation is internally aligned with Walmart’s pay practices for its other employees. This proposal is not a request for new disclosures. Rather, it is a suggested improvement and enhancement to the Committee’s process for setting target amounts for the CEO’s compensation.

Under this proposal, the Committee will have discretion to determine how other employees’ pay should influence CEO compensation. This proposal does not require the Committee to use employee pay data in a specific way to set CEO compensation and the Committee retains authority to use peer group data or other relevant information when setting CEO pay targets.

There are potential risks to employee morale and company reputation from excessive CEO pay.1 The 2021 proxy season showed substantial increases in shareholder opposition to CEO pay packages, with a record 16 pay packages rejected. Additionally, As You Sow’s annual “The Most Overpaid CEOs report” notes that since its inaugural report in 2015, companies with the most overpaid CEOs have provided lower returns for shareholders than the average S&P 500 company.2 Walmart has been listed in As You Sow’s annual top 100 most overpaid CEOs since 2017.

A 2022 survey of Americans found that 87% agree the growing CEO to worker pay gap is a problem and 73% feel that most CEOs of America’s largest companies are compensated too much.3 Additionally, of those surveyed, 85% agree that companies can make meaningful impact to reduce income inequality by raising their minimum wage to a living wage.

The United States is currently experiencing the highest inflation in 40 years, which is having devastating impacts on low-wage workers.4 Although Walmart has gradually raised wages for its hourly associates, these gains have been outpaced by rising inflation. In a recent paper, economists found that households earning less than $30,000 a year consistently experienced higher realized inflation than those earning more than $100,000 a year and are more negatively impacted by faster price growth of essential products and services.5 The fiscal 2022 annual total compensation of Walmart’s median associate was $25,335, compared to $25,670,673 for the CEO exceeding 1000 to 1 ratio.6

Given Walmart’s acknowledgement that “investing in frontline retail workers also creates value beyond Walmart,”7 we believe that evaluating the pay grades for all employees when determining CEO compensation would help demonstrate Walmart’s commitment to supporting its associates and help mitigate risks associated with growing CEO-worker pay gaps.

1 https://www.sciencedirect.com/science/article/abs/pii/S0022103118300829

2 https://www.asyousow.org/report-page/the-100-most-overpaid-ceos-2022

3 https://justcapital.com/wp-content/uploads/2022/05/JUST-Capital_Worker-CEO-Pay-Survey- Analysis_May-2022-min.pdf

4 https://www.washingtonpost.com/business/2022/02/13/low-income-high-inflation-inequality/

5 https://www.nber.org/papers/w29640

6 https://d18rn0p25nwr6d.cloudfront.net/CIK-0000104169/a261ae26-0b4f-4001-9117-46261df3bca7.pdf

7 https://corporate.walmart.com/esgreport/human-captial-good-jobs-advancement-for-associates

 

 

 

 

 

 

  

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Resolution Details

Company:

Walmart Stores, Inc.

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Human Rights, Human Rights Due Diligence, Paid Sick leave, Uyghur Forced Labor (XUAR)

Status:

Vote

Vote Percentage:

5.80%

Resolution Text

RESOLVED, that the shareholders of Walmart Inc. (“Walmart”) hereby request that the Walmart Board of Directors (the “Board”) prepare a report, at reasonable cost and omitting proprietary information, on Walmart’s human rights due diligence (“HRDD”) process to identify, assess, prevent and mitigate actual and potential adverse human rights impacts in its domestic and foreign operations and supply chains.

Supporting Statement:

As outlined by the UN Guiding Principles on Business and Human Rights, we recommend the report identify:

The human rights principles used to frame its risk assessments;

The human rights impacts of Walmart’s business activities, including domestic and foreign operations and supply chains;

The types and extent of stakeholder consultation; and

Walmart’s plans to track effectiveness of measures to assess, prevent, mitigate, and remedy adverse human rights impacts.

We strongly believe that HRDD reduces long-term risks for Walmart and its stakeholders. Companies that proactively identify and mitigate human rights abuses may avoid costly backlash from communities, customers, and government regulators. For leading retailers like Walmart, this creates an imperative not to cause or contribute to abuses within their operations or supply chains. As one of the largest employers in the United States, Walmart’s business practices and relationships with suppliers operating in high-risk sectors could expose Walmart and its investors to legal, reputational and financial risk.

Increased public scrutiny on employers whose employees rely heavily on public assistance, and on industries heavily affected by the coronavirus pandemic or reliant upon high-risk suppliers magnifies these risks. The New York Times reported on alarming working conditions for Walmart’s domestic workers during the pandemic1 and accusations that Walmart punished workers for using sick time.2 Walmart was sued for alleged failure to accommodate pregnant employees; while the lawsuit was dismissed, it seemingly pressured Congress to intervene.3 Recent scholarship found that in 2022, at least half of Walmart’s hourly workers earn under $29,000 annually,4 insufficient wages for a basic standard of living. Responsible companies must strive to identify, remedy and prevent poor labor practices to mitigate these reputational and legal risks.

Improving treatment of employees and foreign and domestic supply chain sourcing not only garners positive attention and customer loyalty, it can inoculate companies from anticipated regulatory changes, like the impending European Corporate Sustainability Due Diligence Directive and the Uyghur Forced Labor Prevention Act (which requires importers to implement certain due diligence processes). Competitors, including Kroger, Jumbo, Tesco and others, have conducted or committed to HRDD, including by conducting human rights impact assessments on high-risk commodities.

Given the low cost of conducting and reporting on HRDD relative to the significant potential costs tied to human rights violations, we urge the Board to adopt this proposal as a cost-effective means of reducing exposure to risk and protecting basic human rights.

1 https://www.nytimes.com/2021/09/27/business/walmart-coronavirus-workers-safety.html

2 https://www.nytimes.com/2017/06/01/business/walmart-workers-sick-days.html

3 https://news.bloomberglaw.com/daily-labor-report/walmart-pregnancy-accommodation-ruling-puts-pressure-on- congress

4 ttps://time.com/charter/6238245/still-broke-rick wartzman/#:~:text=Wartzman%20estimates%20that%20at%20least%20half%20of%20Walmart%E2%80%99 s,a%20 fair%20chance%20that%20you%E2%80%99ll%20still%20be%20poor

  

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