Company Name: Wal-Mart Stores, Inc.
Public Availability Date: January 23, 2006
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
Samuel A. Guess
Associate General Counsel
January 23, 2006
OVERNIGHT DELIVERY
VIA FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: Wal-Mart Stores, Inc.Notice of Intent to Omit from Proxy Materials Shareholder Proposal of the Benedictine Sisters of Boerne, Texas.
Ladies and Gentlemen:
Wal-Mart Stores, Inc., a Delaware corporation (the "Company") files this letter under Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to notify the Securities and Exchange Commission (the "Commission") of the Company's intention to exclude a shareholder proposal (the "Proposal") from the proxy materials for the Company's 2006 Annual Meeting of Shareholders (the "2006 Proxy Materials"). The Proposal was submitted by the Benedictine Sisters of Boerne, Texas and other co-filers (the "Proponents"). The Company asks that the staff of the Division of Corporation Finance of the Commission (the "Staff") not recommend to the Commission that any enforcement action be taken if the Company excludes the Proposal from its 2006 Proxy Materials for the reasons described below. A copy of the Proposal and correspondence is attached to this letter as Exhibit A. In accordance with Rule 14a-8(j), six copies of this letter and its attachments are enclosed.
Due to the volume of proxy materials that the Company must produce and distribute to its shareholders, the Company plans to commence the printing of the 2006 Proxy Materials on or about April 11, 2006 so that it may commence mailing the 2006 Proxy Materials by no later than April 14, 2006. Accordingly, we would appreciate the Staff's prompt advice with respect to this matter.
The Proposal
The Company received the Proposal on or about December 9, 2005. The Proposal requests that "the Board's Compensation Committee review the Company's senior executive compensation policies and make available (at reasonable cost, omitting proprietary information) within six months, a report of that review, including:
- A comparison of the salary, health and pension benefits, bonuses and profit sharing, stock options and all other forms of compensation (including paid vacation, store discounts or other perks and retirement packages) of top executives and of our company's lowest paid workers in the United States in July 1995 and July 2005.
- An analysis of any changes in the relative size of the gap between the two groups and the rationale justifying this trend.
- An evaluation of whether the total compensation packages of our top executives are "excessive" and whether greater oversight is needed over the various components of those compensation packages."
Grounds for Exclusion
The Company seeks to omit the Proposal from its 2006 Proxy Materials on the grounds that the Proposal relates to the ordinary business operations of the Company in that the Proposal is not limited to executive compensation but rather addresses the compensation of the Company's general workforce so as to make the Proposal excludable under Rule 14a-8(i)(7).
The Proposal Relates to the Company's Ordinary Business Operations and is Excludable under Rule 14a-8(i)(7)
Under Rule 14a-8(i)(7), a proposal may be omitted from a registrant's proxy statement if such proposal "deals with a matter relating to the company's ordinary business operations." The general policy underlying the ordinary business exclusion is "to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide how to solve such problems at an annual shareholders meeting." Release No. 34-40018 (May 21, 1998) (the "1998 Release"). In the 1998 Release, the Staff noted that one of the central considerations underlying this policy, which relates to the subject matter of the proposal, is that "[c]ertain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight." 1998 Release. The second relates to the degree to which the proposal seeks to "micro-manage" the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment. Furthermore, in a 1983 release, the Staff stated that merely requesting that the registrant prepare a special report will not remove the proposal from the ordinary business grounds for exclusion. See Release No. 34-20091 (August 16, 1983). For the reasons discussed below, the Company believes that it may exclude the Proposal because it relates to ordinary business operations.
The Proposal relates to compensation of the general workforce as well as executive management. The Staff has stated that proposals that involve "the management of the workforce, such as hiring, promotion and termination of employees" relate to ordinary business matters. See 1998 Release. The Staff, in outlining its approach to Rule 14a-8(i)(7) submissions regarding proposals that relate to shareholder approval of equity compensation plans, draws a distinction between proposals that focus on equity compensation plans for senior executive officers and directors and those that focus on equity compensation plans for employees including senior executive officers and directors. See Staff Legal Bulletin 14A (July 12, 2002) (addressing proposals relating to shareholder approval of equity compensation plans) ("SLB 14A").
Based on this distinction, proposals that seek to obtain shareholder approval for equity compensation plans for only senior executive officers and directors are not excludable under Rule 14a-8(i)(7). However, proposals that seek to obtain shareholder approval for equity compensation plans that may be used to compensate the general workforce in addition to senior executive officers and directors are considered general employee compensation matters and may be excluded under Rule 14a-8(i)(7) unless the proposal focuses on plans that potentially would result in material dilution to existing shareholders. See Peoples Ohio Financial Corporation (July 20, 2005) (allowing the omission of a proposal regarding the cancellation of stock options of all officers and directors); Ascential Software Corporation (April 4, 2003) (allowing the omission of a proposal addressing compensation policies and practices that extended beyond senior executive compensation). See also AT&T Corp. (February 28, 2000) (allowing omission of a proposal seeking to modify a stock-based incentive plan that made stock option grants to all employees); BioTechnology General Corp. (April 28, 2000) (allowing omission of a proposal because it applied to a plan in which substantially all employees were eligible to participate).
In 2001, the Staff permitted E.I. duPont de Nemours and Company ("Dupont") to omit a shareholder proposal that requested that "no one" be given a bonus at a particular Dupont site unless all other employees at the site also receive a bonus. The Staff permitted Dupont to exclude the proposal on the basis that it was a "general compensation matter" inappropriate for shareholder scrutiny. E.I. duPont de Nemours and Company (March 15, 2001). The Staff has also repeatedly taken the position that shareholder proposals that are not clearly directed at senior executive compensation may be properly excluded under Rule 14a-8(i)(7). See Reliant Resources, Inc. (March 18, 2004) (allowing the omission of a proposal requesting the adoption of an executive compensation policy which limits option grants per individual officer or employee and to require all outstanding options to be exercised or expire upon termination from the company); Lucent Technologies Inc. (November 6, 2001) (allowing the exclusion of a proposal to reduce the salaries of "all officers and directors" by 50%); Minnesota Mining and Manufacturing Co. (March 4, 1999) (allowing the exclusion of a proposal to limit the yearly percentage increase of the top 40 executives' compensation because it related to ordinary business operations).
In light of previous Staff guidance and concurrence in the exclusion of similar proposals, the Company believes the Proposal may be excluded from the Company's 2006 Proxy Materials under Rule 14a-8(i)(7) as it targets more than senior executive compensation and seeks to increase in the compensation of the general workforce. First, the title of the Proposal, "Compensation Disparity," and the corporate resolution included in Proposal clearly indicate the Proposal's intent to focus on the compensation of the general workforce, including multiple groups of employees. The focus of the Proposal is also made clear in the first two items to be included in the report requested. Two of the three items requested in the report emphasize the Proposal's focus on compensation of employees who are not directors, officers, or even senior management (i.e., the "lowest paid workers in the United States"). The first item requires a comparison of the compensation of "top executives" and the Company's "lowest paid workers in the United States." The second item requested of the report is an analysis of any change in the relative size of the "gap between the two groups" and the "rationale justifying this trend." The Company believes that the Proposal's insistence on the use of the wages of "lowest paid workers" as the sole factor in evaluating executive compensation brings the subject matter of the Proposal squarely within the intent of Rule 14a-8(i)(7), SLB 14A, and prior Staff no-action letters.
Second, several statements in the Supporting Statement of the Proposal further demonstrate the intent of the Proposal to focus on more than just senior executive compensation. The first paragraph of the Supporting Statement refers to increase in a "compensation gap between highest and lowest paid employees." The same paragraph later states, "prosperity should be fairly shared within the company." The implication of these two statements, when read in the context of the entire Proposal is a direct indication that the intent of the Proposal is to focus on the compensation of the general workforce. Furthermore, in the third paragraph, the Proposal goes to great length to emphasize the alleged compensation gap by demonstrating a ratio between the total compensation of the Company's Chief Executive Officer (the "CEO") versus the average annual wages of an employee who works 35 hours per week. In the same paragraph, the Proposal states that success of a company is determined not only by the efforts of the CEO but also by the efforts of the "entire executive team" and the "whole workforce." Again, the implication of these two statements, when read in the context of the entire Proposal is that the Proposal's intent is to evaluate the compensation of the Company's general workforce.
While some portions of the Proposal are phrased in such a manner as to appear to focus on executive compensation, it is clear that the thrust and focus of the Proposal is to evaluate the compensation paid to all of the Company's employees and such references do not alter the ordinary business nature of the Proposal. The Staff has agreed with this analysis in the context of prior proposals. See, e.g., AT&T Corp. (February 25, 2005) (allowing the omission of a proposal regarding the discontinuance of domestic partner benefits for executives making over $500,000 per year stating that the thrust and focus of the proposal was an ordinary business matter of employee benefits); General Electric Company (January 10, 2005) (permitting the exclusion of a proposal implicating executive compensation but whose thrust was the link between movies and teen smoking); Wal-Mart Stores, Inc. (March 17, 2003) (permitting the exclusion of a proposal requesting that executive compensation be linked to associate participation in the company's medical health insurance plan). Furthermore, the Staff has consistently taken the position that a proposal may be omitted under Rule 14a-8(i)(7) where the proposal deals with matters relating to the conduct of the company's ordinary business, even if the Staff concludes that certain matters covered by the proposal may be outside the scope of ordinary business. See, e.g., Z-Seven Fund, Inc. (November 3, 1999) (allowing for the complete exclusion of a proposal with the Staff "not[ing] in particular that although part of the proposal appears to address matters outside the scope of ordinary business, certain matters contained in the proposal refer to ordinary business matters").
Additionally, the Staff has a long-standing policy of not permitting proponents to revise overly-broad shareholder proposals once it becomes apparent that they would be excludable under Rule 14a-8(i)(7) because they address "ordinary business operations." This policy was reaffirmed in Section E.5 of Staff Legal Bulletin No. 14 where the Staff stated that proposals excludable under Rule 14a-8(i)(7) may only be revised "if it is unclear whether the proposal focuses on senior executive compensation or director compensation, as opposed to general employee compensation ... ." Staff Legal Bulletin 14 (July 13, 2001). Here, it is clear that two of the three specific mandates of the proposal focus on general employee compensation.
Although certain proposals "relating to such matters but focusing on sufficiently significant policy issues (e.g., significant discrimination matters) generally would not be considered to be excludable," the Proposal, which focuses on day-to-day business matters, does not raise significant social policy issues. Furthermore, the Proposal seeks to micro-manage the Company by imposing a specific time-frame for preparing a complex report, which requires the accumulation of historical data that is more than ten years old. The 1998 Release states that one of the central considerations underlying the ordinary business operations basis for exclusion "relates to the degree to which the proposal seeks to `micro-manage' the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment." The 1998 Release further states that "[t]his consideration may come into play in a number of circumstances, such as where the proposal involves intricate detail, or seeks to impose specific time-frames or methods for implementing complex policies." The Proposal requests that the "Compensation Committee" prepare within six months a report that includes a comparison of all forms of compensation of top executives and the Company's lowest paid workers in the United States in July 1995 and July 2005.
Due to the Proponents' failure to limit the Proposal to compensation of senior executive officers and that the implementation of the Proposal would implicate general employee compensation matters, the Company believes that the Proposal relates to its ordinary business operations and may be omitted from its Proxy Materials pursuant to Rule 14a-8(i)(7). As the Proposal deals with a matter that involves the Company's ordinary business operations and is thus not a matter that should be subject to direct shareholder control, the Company has concluded that it may omit the Proposal from its 2006 Proxy Materials in accordance with Rule 14a-8(i)(7).
Conclusion
Based on the foregoing representations, the Company hereby requests that the Staff confirm that it will not recommend any enforcement action if the Proposal is excluded from the Company's 2006 Proxy Materials. Should you disagree with the conclusions set forth herein, we would appreciate the opportunity to confer with you prior to the issuance of the Staff's response. Moreover, the Company reserves the right to submit to the Staff additional bases upon which the Proposal may properly be excluded from the 2006 Proxy Materials.
By copy of this letter, the Proponents are being notified of the Company's intention to omit the Proposal from its 2006 Proxy Materials.
Please acknowledge receipt of this letter by date-stamping the accompanying acknowledgment copy and returning it to the undersigned in the self-addressed postage pre-paid envelope provided. Please call the undersigned at (479) 277-3302 if you require additional information or wish to discuss this submission further.
Thank you for your consideration.
Respectfully Submitted,
/s/
Samuel A. Guess
Enclosures
cc: Benedictine Sisters of Boerne, Texas
285 Oblate Drive
San Antonio, TX 78216
Sisters of the Holy Name of Jesus & Mary, Washington Province
2911 West Fort Wright Drive
Spokane, WA 99224
Sisters of St. Dominic
ATTN: Sharon Gerrtsen
5635 Erie Street
Racine, WI 53402-1900
Mount St. Scholastica Benedictine Sisters
ATTN: Rose Marie Stallbaumer
801 S. 8\th/ Street
Atchison, KS 66002
[INQUIRY LETTER]
December 8, 2005
Jeffrey Gearhart
VP & General Counsel
Wal-Mart Stores, Inc.
702 SW 8\th/ Street
Bentonville, Arkansas 72716-0215
Dear Mr. Gearhart,
The Benedictine Sisters of Boerne, Texas have grave concerns about the disparity of income between our company's top executives and its lowest paid workers. Executive pay and compensation practices have resulted in the concentration of incredible wealth in the hands of a few. This growing disparity of wealth and privilege is leading to human misery and powerlessness for billions in our global economy. As religious shareholders, it is important to us that the companies that we invest in provide visible leadership on ethical issues, such as pay equity. We believe that it is in the best interest of our company, its shareholders and employees to be transparent and just. It is our experience that companies that manage social issues responsibly have the best long-term financial performance as well.
The Benedictine Sisters of Boerne. Texas are the beneficial owner of 500 shares of Wal-Mart Stores, Inc. common stock. A letter verifying ownership will be coming to you. We have held the requisite amount of stock for over a year and intend to maintain ownership through the annual meeting.
We submit the enclosed Compensation Disparity resolution with the Sisters of the Holy Names of Jesus and Mary, Washington Province for inclusion in the proxy statement for the annual meeting in accordance with rule 14a-8 of the general rules and regulations of the Securities and Exchange Act of 1934. We request that you indicate in the proxy statement that the Sisters of the Holy Names of Jesus and Mary, Washington Province and the Benedictine Sisters of Boerne, Texas are the primary sponsors of this resolution. A representative of the filers will attend the stockholders meeting to move the resolution as required by SEC Rules.
For matters relating to this resolution, please contact our authorized representatives: Sister Judy Byron, OP, 206-223-1138 and Sister Susan Mika, OSB, 210-348-6704.
Sincerely,
/s/
Sr. Susan Mika, OSB
Director of Corporate Responsibility
Enc: Resolution
[INQUIRY LETTER]
December 8, 2005
Jeffrey Gearhart
VP & General Counsel
Wal-Mart Stores, Inc.
702 SW 8\th/ Street
Bentonville, Arkansas 72716-0215
Dear Mr. Gearhart,
The Sisters of the Holy Names of Jesus and Mary, Washington Province have grave concerns about the disparity of income between our company's top executives and its lowest paid workers. Executive pay and compensation practices have resulted in the concentration of incredible wealth in the hands of a few. This growing disparity of wealth and privilege is leading to human misery and powerlessness for billions in our global economy. As religious shareholders, it is important to us that the companies that we invest in provide visible leadership on ethical issues, such as pay equity. We believe that it is in the best interest of our company, its shareholders and employees to be transparent and just. It is our experience that companies that manage social issues responsibly have the best long-term financial performance as well.
The Sisters of the Holy Names of Jesus and Mary, Washington Province is the beneficial owner of 2,350 shares of Wal-Mart Stores, Inc., common stock. A letter verifying ownership is enclosed. We have held the requisite amount of stock for over a year and intend to maintain ownership through the annual meeting.
We submit the enclosed Compensation Disparity resolution with the Benedictine Sisters of Boerne, Texas for inclusion in the proxy statement for the annual meeting in accordance with rule 14a-8 of the general rules and regulations of the Securities and Exchange Act of 1934. We request that you indicate in the proxy statement that the Sisters of the Holy Names of Jesus and Mary, Washington Province and the Benedictine Sisters of Boerne, Texas are the primary sponsors of this resolution. A representative of the filers will attend the stockholders meeting to move the resolution as required by SEC Rules.
For matters relating to this resolution, please contact our authorized representatives: Sister Judy Byron, OP, 206-223-1138 and Sister Susan Mika, OSB, 210-348-6704.
Sincerely,
/s/
Joseph P. Connellan
Treasurer
Enc: Resolution
Verification of Ownership
[INQUIRY LETTER]
December 14, 2005
Jeffrey Gearhart
VP & General Counsel
Wal-Mart Stores, Inc.
702 SW 8\th/ Street
Bentonville, Arkansas 72716-0215
Dear Mr. Gearhart,
The Sisters of St. Dominic of Racine, Wisconsin have grave concerns about the disparity of income between our company's top executives and its lowest paid workers. Executive pay and compensation practices have resulted in the concentration of incredible wealth in the hands of a few. This growing disparity of wealth and privilege is leading to human misery and powerlessness for billions in our global economy. As religious shareholders, it is important to us that the companies that we invest in provide visible leadership on ethical issues, such as pay equity. We believe that it is in the best interest of our company, its shareholders and employees to be transparent and just. It is our experience that companies that manage social issues responsibly have the best long-term financial performance as well.
The Sisters of St. Dominic of Racine are the beneficial owners of 50 shares of Wal-Mart Stores, Inc. common stock. We have held the requisite amount of stock for over a year and intend to maintain ownership through the annual meeting of 2006. We submit the enclosed Compensation Disparity resolution for inclusion in the proxy statement in accordance with rule 14a-8 of the general rules and regulations of the Securities and Exchange Act of 1934. Please name in the proxy statement the Sisters of St. Dominic of Racine, Wisconsin as a co-filer with the Sisters of the Holy Names of Jesus and Mary, Washington Province and the Benedictine Sisters of Soerne, Texas as the primary filers.
For matters relating to this resolution, please contact our authorized representative:
Sharon Geertsen
5635 Erie Street
Racine, WI 53402
phone: 262-639-4100
fax: 262-639-9702
email: sgeertsen@racinedominicans.org
Sincerely,
/s/
Sharon Geertsen
Director of Finance
Enclosures: Resolution
Verification of Ownership
Copies to: Sister Judy Byron, OP - Sisters of Holy Names of Jesus and Mary, WA
Sister Susan Mika, OSB - Benedictine Sisters of Boerne, TX.
Julie Wokaty - Interfaith Center for Corporate Responsibility
[INQUIRY LETTER]
December 13, 2005
Jeffrey Gearhart
VP & General Counsel
Wal-Mart Stores, Inc.
702 SW 8\th/ Street
Bentonville, Arkansas 72716-0215
Dear Mr. Gearhart,
The Benedictine Sisters of Mount St. Scholastica have grave concerns about the disparity of income between our company's top executives and its lowest paid workers. Executive pay and compensation practices have resulted in the concentration of incredible wealth in the hands of a few. This growing disparity of wealth and privilege is leading to human misery and powerlessness for billions in our global economy. As religious shareholders, it is important to us that the companies that we invest in provide visible leadership on ethical issues, such as pay equity. We believe that it is in the best interest of our company, its shareholders and employees to be transparent and just. It is our experience that companies that manage social issues responsibly have the best long-term financial performance as well.
The Benedictine Sisters of Mount St. Scholastica are the beneficial owner of 873 shares of Wal-Mart Stores, Inc., common stock. A letter verifying ownership will be coming to you. We have held the requisite amount of stock for over a year and intend to maintain ownership through the annual meeting.
We submit the enclosed Compensation Disparity resolution with the Benedictine Sisters of Boerne Texas and the Sisters of the Holy Names of Jesus and Mary, Washington Province for inclusion in the proxy statement for the annual meeting in accordance with rule 14a-8 of the general rules and regulations of the Securities and Exchange Act of 1934. We request that you indicate in the proxy statement that the Sisters of the Holy Names of Jesus and Mary, Washington Province and the Benedictine Sisters of Boerne, Texas are the primary sponsors of this resolution. A representative of the filers will attend the stockholders meeting to move the resolution as required by SEC Rules.
For matters relating to this resolution, please contact our authorized representatives: Sister Judy Byron, OP, 206-223-1138 and Sister Susan Mika, OSB, 210-348-6704.
Sincerely,
/s/
Rose Marie Stallbaumer, OSB
Treasurer
Enc: Resolution
[APPENDIX]
Compensation Disparity
Resolved: Shareholders request that the Board's Compensation Committee review Wal-Mart's senior executive compensation policies and make available (at reasonable cost, omitting proprietary information) within six months, a report of that review, including:
1. A comparison of the salary, health and pension benefits, bonuses and profit sharing, stock options and all other forms of compensation (including paid vacation, store discounts or other perks and retirement packages) of top executives and of our company's lowest paid workers in the United States in July 1995 and July 2005.
2. An analysis of any changes in the relative size of the gap between the two groups and the rationale justifying this trend.
3. An evaluation of whether the total compensation packages of our top executives are "excessive" and whether greater oversight is needed over the various components of those compensation packages.
Supporting Statement: Concern continues about the explosion in compensation for top corporate executives. These packages have frequently become excessive, have increased the compensation (e.g. health care benefits; cash) gap between highest and lowest paid employees and have weakened the connection between corporate performance and executive compensation. We believe that executive compensation systems should provide incentives to build a successful, sustainable company, but that prosperity should be fairly shared within the company.
According to Wal-Mart's SEC filings for the fiscal year ended January, 2005, our CEO received total compensation worth not less than $17,542,908 (and had received total compensation of not less than $27,178,157 in a prior year).
Our CEO's compensation was approximately 1,000 times the average pay of Wal-Mart's US employees in fiscal 2005 and more than 1,500 times the average pay in that prior year. (Our calculations assume an average wage of $9.68, reported by Wal-Mart - 9.68 x 35 hours per week x 52 weeks per year.) The ratio at other large companies averaged 431-1 in 2004, up from 21-1 in 1964. Shareholders are entitled to an explanation of why the ratio is so large at Wal-Mart and what steps, if any, are being taken to further reduce that ratio, especially because we believe that a company's success is driven not merely by the CEO, but rather by the entire executive team and the whole workforce. At DuPont the CEO's cash compensation is limited to twice that of the next highest officer.
WMT sold for $70+ in 12/99 (Scott was appointed CEO 1/2000); $61 in 3/04; $48 today when this resolution was submitted. Excessive compensation for excessive performance?
An example of why we believe that executive competition at Wal-Mart is out of control: Most of Wal-Mart's own lawsuit against its former Vice-Chairman for fraud against the Company by misappropriating (embezzling) Wal-Mart's money was dismissed because his $15,000,000 retirement package contained a clause forbidding Wal-Mart to sue him for prior events. (A criminal investigation continues.)
If you believe that the Company has adequate controls in place to prevent unreasonable executive compensation, vote against this proposal. If you believe that executive compensation at Wal-Mart is in need of greater scrutiny, please support this proposal.
[INQUIRY LETTER]
Samuel A. Guess
Associate General Counsel, Corporate Governance
December 13, 2005
VIA FACSIMILE (210) 348-6745 and FEDERAL EXPRESS
Benedictine Sisters of Boerne, Texas
Sr. Susan Mika, OSB, Director of Corporate Responsibility
285 Oblate Drive
San Antonio, Texas 78216
Dear Sr. Mika:
On December 9, 2005, we received your shareholder proposal requesting that Wal-Mart Stores, Inc. ("Wal-Mart" or the "Company") cause the Board's Compensation Committee to review the Company's senior executive compensation policies and make available specific reports. Under the Securities and Exchange Commission's Rule14a-8, a copy of which is attached hereto as Exhibit A, you must meet certain requirements to be eligible to submit a shareholder proposal to Wal-Mart for consideration of possible inclusion in the 2006 Proxy Statement.
The Company is unable to verify that you are a record holder of shares of Wal-Mart stock. If you hold beneficially shares of Wal-Mart stock with at least $2,000 in market value, you must submit a written statement that you intend to continue holding your stock through the date of the Company's annual meeting, and you must submit either:
a written statement from the record holder of your Wal-Mart stock (usually a broker or bank) verifying that, at the time you submitted your proposal, you have continuously held your Wal-Mart stock for at least one year; or
a copy of a filed Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, or amendments to those documents or updated forms, reflecting your ownership of Wal-Mart stock as of or before the date on which the one-year eligibility period begins and your written statement that you have continuously held the required number of shares of stock for the one-year period as of the date of the statement.
Finally, to comply with Rule 14a-8, your response to this request for additional information must be postmarked, or transmitted electronically, within 14 days of receiving this letter.
Sincerely,
/s/
Samuel A. Guess
[STAFF REPLY LETTER]
March 1, 2006
Response of the Office of Chief Counsel Division of Corporation Finance
Re: Wal-Mart Stores, Inc. Incoming letter dated January 23, 2006
The proposal requests that the compensation committee of the board of directors prepare a report comparing the total compensation of Wal-Mart's top executives and its lowest paid workers in the United States in July 1995 and July 2005.
We are unable to concur in your view that Wal-Mart may exclude the proposal under rule 14a-8(i)(7). Accordingly, we do not believe that Wal-Mart may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(7).
Sincerely,
/s/
Mark F. Vilardo
Special Counsel