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Wal-Mart's proxy vote shows dissent against execs

Published:Tuesday | June 5, 2012 | 12:00 AM

Wal-Mart's final shareholder vote for its board of directors showed unprecedented dissent against key executives and board members, including CEO Mike Duke, in the wake of allegations of bribery in Mexico.

All of the company's nominees were re-elected. But the rise in votes against key leaders underscores how the bribery case could distract the world's largest retailer as it tries to continue its sales momentum in the United States and overseas.

According to results released by Wal-Mart Monday, 13 per cent of the 3.4 billion shares voted against the re-election of Duke to the company's board. Nearly 13 per cent were against chairman Robson Walton, the son of founder Sam Walton, and 15.6 per cent went against former CEO Lee Scott. A little over 13 per cent of the shares were cast against Christopher Williams, chairman and CEO of The Williams Capital Group, who serves as chairman of Wal-Mart's audit committee.

Wal-Mart announced that these four executives, along with 11 other incumbents, were re-elected to the board at Friday's shareholders' meeting in Fayetteville, Arkansas. A new candidate, Marissa Mayer, who is vice-president for local, maps and location services at Google Inc, was also elected.

With descendants of Wal-Mart's founder owning about 50 per cent of Wal-Mart's shares, activist shareholders had little chance of voting out the board members. But the numbers, particularly when excluding the Walton family and other insiders, show a loss of confidence.

Excluding the family and insider shares, more than 32 per cent of the shares were against each Duke and Williams, a little over 31 per cent were against Walton and a little over 38 per cent were against Scott, according to an analysis by Michael Garland, who represents New York City Comptroller's Office, which oversees the public pension funds of New York.

A year ago, Wal-Mart's board received on average 98.4 per cent support. Historically, the company's board received around that same level, with a few exceptions that didn't involve key company executives, according to Garland. The New York pension funds, which own 5.6 million shares of Wal-Mart, voted against five members of the board including Scott, Duke and Walton.

- AP