This is a board-proposed charter amendment, not a shareholder proposal — it seeks to extend officer liability protections permitted under a 2022 amendment to Delaware law, consistent with protections that have long applied to directors. The baseline being changed is the current absence of such protection for officers; the proposed amendment moves Walmart toward a standard market practice now available under Delaware law and adopted by many peer companies. This change does not eliminate liability for bad-faith conduct, intentional misconduct, or transactions involving improper personal benefit, and is framed as helping attract and retain qualified officers — a legitimate business rationale. We support this incremental governance alignment with Delaware law as it does not meaningfully entrench management or harm shareholder rights.

Cumulative voting is a mainstream governance reform that allows minority shareholders to concentrate their votes on one or more director candidates, giving non-controlling shareholders greater ability to elect board representation — a meaningful protection at Walmart where approximately 44% of shares are controlled by the Walton family. The ask is structural and governance-focused rather than political or ideological, and Walmart's controlled-company dynamics make the case for minority shareholder empowerment tools especially compelling. Without visibility into the specific filer identity or prior-year vote results from the provided text, we evaluate on merits and find this proposal supports shareholder interests.

Workplace health and safety is a material operational and reputational risk for a company with over two million associates working in high-traffic retail and supply chain environments, and a disclosure request has a low bar for support under our policy when the information is material and company opposition is weak. Without the specific filer identity confirmed as an ideological actor, and given the disclosure nature of the ask rather than a mandated operational change, we evaluate on merits and find that a report on health and safety governance would provide shareholders with useful oversight information. The filer identity is not clearly determinable from the provided text, so we default to a merits-based evaluation favoring transparency.

A report on immigration policy and enforcement is highly likely to reflect ideological motivations — either conservative opposition to immigrant labor or progressive advocacy for immigrant worker protections — rather than a neutral fiduciary concern about material shareholder risk. Without confirmed filer identity, the subject matter itself is a strong signal of political or advocacy framing rather than a genuine governance or financial disclosure need, and we cannot identify a clear, neutral business case for why this specific report would create shareholder value. Absent evidence of a credible institutional or governance-focused filer, and given the ideological framing risk, we vote against this proposal.

The impact of artificial intelligence and automation on Walmart's workforce of over two million associates is a material human capital and reputational risk, particularly as Walmart itself highlights AI adoption as a central strategic priority throughout its proxy — making this a genuine disclosure gap rather than a political ask. A report on workforce impact of AI and automation would provide shareholders with useful information about how the company is managing the human consequences of its stated technology transformation strategy, and the ask is a disclosure request rather than an operational mandate. Evaluated on merits without a confirmed ideological filer identity, this proposal meets the lower bar for disclosure support.