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Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b) On January 19, 2012, Brian C. Cornell, Executive Vice President,
President and Chief Executive Officer of the Sam’s Club division of
Wal-Mart Stores, Inc. (“Walmart” or the “Company”), notified the
Company that he will retire from his position as President and Chief
Executive Officer of the Company’s Sam’s Club segment, effective on the
close of business on January 31, 2012. Mr. Cornell will continue to be
employed as an associate of the Company through April 1, 2012. During
the period from February 1, 2012 to April 1, 2012, Mr. Cornell will
continue to receive his current base salary and will be eligible for
personal use of Company aircraft for a limited number of hours. In
connection with his initial employment with the Company, the Company
entered into a post-termination agreement and covenant not to compete
with Mr. Cornell on March 5, 2009. This agreement prohibits Mr.
Cornell, for a period of two years following his termination of
employment with the Company for any reason, from participating in a
business that competes with the Company and from soliciting the
Company’s associates for employment.
(c) Rosalind G. Brewer, age 49, will become Executive Vice President,
President and Chief Executive Officer of the Company’s Sam’s Club
segment, effective February 1, 2012. Ms. Brewer will report to the
Company’s President and Chief Executive Officer in this new position.
Since February 2011, Ms. Brewer has been an Executive Vice President of
the Company’s Walmart U.S. segment, with responsibility for the Walmart
U.S. eastern geographic business unit. Previously, Ms. Brewer had
responsibility for the Company’s Walmart U.S. segment’s south and
southeast geographic business units. Prior to joining Walmart in 2006,
Ms. Brewer worked for Kimberly-Clark Corporation in various roles,
including as president of its global nonwovens sector. Ms. Brewer has
been a director of Lockheed Martin Corporation since April 2011. She
also serves as the chair of the Board of Trustees of Spelman College.
Ms. Brewer does not have an employment contract with the Company, and
her employment is on an at-will basis. Pursuant to the terms of Ms.
Brewer’s offer of employment and subject to the approval of the
Compensation, Nominating and Governance Committee (the “CNGC”) of the
Company’s Board of Directors, effective February 1, 2012, Ms. Brewer
will receive an annual base salary of $800,000, subject to annual
adjustment. Ms. Brewer will also be eligible for an annual cash
incentive under the Company’s Management Incentive Plan (the “MIP”),
based on performance criteria to be established by the CNGC. For the
Company’s fiscal year ending January 31, 2013, Ms. Brewer’s target cash
incentive under the MIP will be 160% of her base salary, with a maximum
possible payout of 200% of her base salary. Under the performance
criteria to be established by the CNGC for fiscal 2013, Ms. Brewer’s
cash incentive payment under the MIP, if any, will be based in part on
the Company’s operating income and in part on the operating income of
the Sam’s Club segment.
Ms. Brewer will also be eligible to receive an annual equity award. For
fiscal 2013, this award, if approved by the CNGC, will be comprised of
performance shares with a target value of $2,625,000, which provide the
right to receive shares of the Company’s common stock, par value $0.10
per share (“Common Stock”), if certain performance goals to be
established by the CNGC are achieved over a three-year performance
period, and restricted shares of Common Stock with a value of $875,000
on the date of grant, which will vest on the third anniversary of the
date of grant, provided that Ms. Brewer continues to be employed by the
Company on that vesting date. Ms. Brewer will also receive two
additional awards of performance shares in connection with her
promotion effective February 1, 2012, subject to approval of the CNGC.
The first additional performance share award will have a target value
of approximately $1,846,952, and will vest on the first anniversary of
the grant date. The second additional performance share award will have
a target value of approximately $1,797,014, and will vest on the second
anniversary of the grant date.
In connection with her promotion and her move to Bentonville, Arkansas,
from Atlanta, Georgia, Ms. Brewer will also be eligible to receive
relocation benefits typically available to senior officers of the
Company. Ms. Brewer will also be eligible for personal use of Company
aircraft for a limited number of hours and be entitled to continue to
participate in all employee benefit plans and programs generally
available to the Company’s associates and officers, including the
Company’s medical plan, the Deferred Compensation Matching Plan, the
Associate Stock Purchase Plan, and the 401(k) Plan.
2
The Company entered into a post-termination agreement and covenant not
to compete with Ms. Brewer on December 29, 2009, which was amended on
March 23, 2010 (collectively, the “Non-Compete Agreement”). The
Non-Compete Agreement is substantially similar to the form of
post-termination agreement and covenant not to compete that is attached
as Exhibit 10(p) to the Company’s Form 10-K filed on March 30, 2010.
The Non-Compete Agreement prohibits Ms. Brewer, for a period of two
years following termination of employment with the Company for any
reason, from participating in a business that competes with the Company
and from soliciting the Company’s associates for employment. The
Non-Compete Agreement also provides that, if Ms. Brewer is terminated
by the Company for any reason, other than for a violation of the
Company’s policies, the Company will continue to pay her base salary
for two years following termination of employment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated January 20, 2012 announcing senior management
changes.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: January 25, 2012
WAL-MART STORES, INC.
By: /s/ Gordon Y. Allison
Name: Gordon Y. Allison
Title: Vice President and General
Counsel, Corporate Division
INDEX TO EXHIBITS
Exhibit
Number
Description
99.1 Press Release dated January 20, 2012 announcing senior management
changes.
( http://www.sec.gov/Archives/edgar/data/104169/000119312512023395/d290093d8k.htm
)
