Wednesday, May 28, 2008

Wal-Mart to Shareholders: Just Say No

Lay up groceries and rent some DVDs before the Wal-Mart shareholders descend on Fayetteville and occupy the city next week. The big annual meeting is scheduled for June 6 at the University of Arkansas, the corporate giant's wholly-owned subsidiary. They are coming to be entertained and to vote against any shareholder proposals to reform policy or hold management responsible for their actions.

Wal-Mart's press release announcing the meeting and releasing its required Proxy Statement filed with the Securities and Exchange Commission led with boasting that "part of the company’s growing sustainability efforts, the annual report contains fewer pages than in past years, is printed on lighter, recycled paper and directs shareholders to the company’s website for additional information and to vote their proxy ballots." Charles Holley, Wal-Mart Stores, Inc. Executive VP/Treasurer, said, “we’re glad that an increasing number of our shareholders worldwide have joined us in that effort ... by filing their proxy ballots electronically.” Think Diebold voting machines.

The corporate press release fails to mention that Wal-Mart opposed all eight shareholder proposals to be voted on next month. No surprise, considering the overarching greed factor, that management opposes the proposals for performance-based executive salaries (No.5), to recoup compensation of executive officers based on fraudulent or illegal conduct (No.6), to allow shareholders to call special meetings (No.11), and an advisory vote of shareholders on "mushrooming executive compensation that sometimes appears to be insufficiently aligned with the creation of shareholder value” (No.8).

Wal-Mart management also asks the shareholders to vote against proposals to require "transparency and accountability in corporate spending on political activities," including the millions in campaign contributions and independent expenditures (No.9). The minority stockholders believe, "Disclosure is consistent with public policy and in the best interest of the company and its shareholders. Absent a system of accountability, company assets can be used for policy objectives that may be inimical to the long-term interests of and may pose risks to the company and its shareholders." It doesn't cover the millions they spend annually on lobbying. Corporate executives making those decisions disagree, and management says vote no.

Shareholder Proposal No. 10 requests a report from management on "the negative social and reputational impacts of reported and known cases of management non-compliance with International Labor Organization (ILO) conventions and standards on workers’ rights and the company’s legal and regulatory controls" and "the Board’s recommendations and actions taken to improve compliance.” Wal-Mart opposes this one, too, and urges voting against it as well as against amending the corporation's written equal employment opportunity policy (No.4).

Shareholders are also proposing (No.7) "a Board Committee on Human Rights, which is created and authorized to review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide." They say, “Wal-Mart Stores, Inc. and its suppliers have been associated with labor and human rights controversies both inside and outside the
U.S. Such attention damages our brand and thereby long-term shareowner value.” Wal-Mart management says it doesn't need no stinking committee on human rights and urges shareholders to vote it down.


Wal-Mart corporate management will prevail and defeat each of the stockholder proposals for reform. They always do. Still, if you're interested, you can read the proposals and Wal-Mart's arguments against them by downloading the full Proxy Statement.

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