SEC to allow shareholder vote on Wal-Mart independent chairman

Fri Mar 20, 2015 9:24pm EDT
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By Nathan Layne

(Reuters) - Wal-Mart Stores Inc (WMT.N: Quote) shareholders will vote in June at the company's annual meeting on electing an independent board chairman, after U.S. regulators rejected a request by the retailer to block the proposal.

Efforts the past two years were unsuccessful to unseat current board Chairman Rob Walton, scion of the billionaire family that founded the world's largest retailer.

Because the Walton family controls more than 50 percent of the retailer's shares, outside proposals generally have little chance of passing.

Wal-Mart had argued that the proposal, submitted by the International Brotherhood of Teamsters General Fund, should be omitted because it was vague in its standard of independence.

The U.S. Securities and Exchange Commission rejected that argument, according to a letter from the agency delivered to the fund sponsoring the proposal on Friday.

In its ruling SEC attorney Luna Bloom wrote that the proposal was not "so inherently vague or indefinite" that shareholders and the company would not be able to determine "what actions or measures the proposal requires."

Wal-Mart said it respected the SEC's decision, while noting that it has over the years bolstered independent oversight, including filling its 16-person board with 11 independent members and separating the chairman and CEO roles.

"Wal-Mart has always strived to maintain high corporate governance standards," spokesman Randy Hargrove said.   Continued...

The Wal-Mart company logo is seen outside a Wal-Mart Stores Inc company distribution center in Bentonville, Arkansas June 6, 2013.  REUTERS/Rick Wilking