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Date of Report (date of earliest event reported)

June 2, 2023 (May 31, 2023)

702 S.W. 8th Street

Bentonville, AR 72716-0215

Registrant's telephone number, including area code

(479) 273-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 31, 2023, Walmart Inc. (the “Company”) held its Annual Shareholders’ Meeting (the “Meeting”). As of the close of business on April 6, 2023, the record date for the Meeting, there were 2,697,346,823 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 2,450,141,005 (90.83%) shares of the Company’s common stock were present in person or represented by proxy during the Meeting. During the Meeting, the Company’s shareholders voted on the matters set forth below.

The Company’s shareholders elected for one-year terms all eleven persons nominated for election as directors as set forth in the Company’s proxy statement dated April 20, 2023. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:

Advisory Vote on the Frequency of Future Say-on-Pay Votes. The Company’s shareholders voted upon a nonbinding, advisory proposal regarding the frequency of future say-on-pay votes, as described in the Company’s proxy statement dated April 20, 2023. The votes on this proposal were as follows:

1 Year						2 Year						3 Years						Abstain						Broker Non-Votes
2,216,964,605						1,914,411						16,817,355						2,746,264						211,698,380

Based on this result and in accordance with the previous recommendation of the Company’s Board of Directors, the Company will hold a nonbinding, advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of shareholder votes on executive compensation.

Advisory Vote to Approve Named Executive Officer Compensation. The Company’s shareholders voted upon and approved, by nonbinding, advisory vote, the compensation of the Company’s named executive officers, as described in the Company’s proxy statement dated April 20, 2023. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
1,775,184,578						457,965,148						5,292,909						211,698,370

Ratification of Independent Accountants. The Company’s shareholders voted upon and approved the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered accountants for the fiscal year ending January 31, 2024. The votes on this proposal were as follows:

There were no broker non-votes with respect to this proposal.

The Company’s shareholders voted upon and rejected a shareholder proposal requesting a policy regarding worker pay in executive compensation. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
96,295,552						2,132,251,898						9,895,185						211,698,370

Next, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a report on human rights due diligence. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
128,677,938						2,097,167,112						12,597,585						211,698,370

Then, the Company’s shareholders voted upon and rejected a shareholder proposal requesting a racial equity audit. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
405,505,705						1,822,547,487						10,389,443						211,698,370

The Company’s shareholders then voted upon and rejected a shareholder proposal requesting a racial and gender layoff diversity report. The votes on this proposal were as follows:

Next, the Company’s shareholders voted upon and rejected a shareholder proposal request to require shareholder approval of certain future bylaw amendments. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
127,168,258						2,105,224,665						6,049,712						211,698,370

The Company’s shareholders then voted upon and rejected a shareholder proposal requesting a report on reproductive rights and data privacy. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
116,994,063						2,098,229,620						23,218,952						211,698,370

Next, the Company’s shareholders then voted upon and rejected a shareholder proposal requesting a report on Company operations dependent on and vulnerable to China. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
29,319,635						2,193,655,176						15,467,824						211,698,370

The Company’s shareholders also voted upon and rejected a shareholder proposal requesting a review of workplace safety and violence. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
532,387,119						1,696,106,443						9,949,073						211,698,370

Finally, and pursuant to the advance notice requirement of the Company’s amended and restated bylaws, the Company’s shareholders voted upon and rejected a shareholder proposal concerning limitations on political contributions made by WALPAC. The votes on this proposal were as follows:

For						Against						Abstain						Broker Non-Votes
1,123						2,238,400,829						0						211,698,370

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 2, 2023