Wal-Mart Stores Inc. shareholders approved the compensation of C. Douglas McMillon, president and CEO, and five other top executives and elected all nominees for director, despite opposition from major pension funds.
In addition, all shareholder proposals were defeated, even after strong support from pension funds.
The $293 billion California Public Employees’ Retirement System, Sacramento; the C$219.1 billion (US$200.3 billion) Canada Pension Plan Investment Board, Toronto; the $183.8 billion California State Teachers’ Retirement System, West Sacramento; the $180.3 billion Florida State Board of Administration, Tallahassee; and C$140.8 billion Ontario Teachers’ Pension Plan, Toronto, all voted against the executive pay.
Mr. McMillon, who was promoted from Wal-Mart’s international division, effective Feb. 1, to president and CEO of Wal-Mart to succeed Michael T. Duke, was paid $25.5 million in total compensation in the fiscal year ended Jan. 31. Mr. Duke, who retired Jan. 31, received $5.6 million in total compensation for the same period.
In commenting on the non-binding say-on-pay voting, CalPERS officials expressed concern about adjusting incentives by granting equity awards for performance periods already underway and for making special stock-based grants that have vesting periods of less than three years.
OTPP officials said they “note significant concerns with the compensation plan, most notably the lack of alignment between pay and performance.”
CalSTRS voted against the election of 13 of the 14 nominees for director, including Chairman S. Robson Walton, Jim C. Walton and Marissa A. Mayer, president and CEO of Yahoo Inc. CalSTRS voted in favor of the election of Pamela J. Craig, appointed to the company’s board last year.
The other pension funds also all voted against the re-election of Mr. Duke.
CPPIB, FSBA and OTPP all opposed the re-election of S. Robson Walton.
CalPERS and OTPP expressed concern in their opposition to directors over 2005 allegations of corruption within the company’s operations in Mexico.
Shareholder proposals calling for an independent chairman and disclosure of lobbying activity were supported by all the pension funds.
A shareholder proposal calling for annual disclosure of the company’s recoupment of incentive pay from senior executives as a result of improper conduct was supported by all the pension funds except for CPPIB, which voted against the proposal.
The pension funds’ voting and comment are based on their proxy-voting disclosures.
Wal-Mart plans to release tallies of the voting Monday, according to an announcement at the meeting.