Wal-Mart Stores Inc. (NYSE: WMT) has released the company’s proxy statement for its June 7 annual shareholders’ meeting. From the company’s point of view, the election of 14 of its 17 directors is the main item of business. But shareholders have submitted four proposals for a vote, all related to Walmart’s governance, and the board has recommended voting against all four proposals.
Yet none of the four shareholder proposals explicitly addresses the bribery charges the company faces related to its expansion in Mexico. One proposal calls for the company to appoint an independent board member as its chairman, and it cites the recent bribery charges as evidence that current chairman Rob Walton has failed properly to oversee “Wal-Mart’s corporate culture and behavior.”
Furthermore, the bribery charges are costing Walmart shareholders money. From the proxy statement:
The Audit Committee and Walmart have engaged outside counsel from a number of law ﬁrms and other advisors who are assisting in the on-going investigation of these matters. This investigation resulted in a signiﬁcant increase in the workload of the Audit Committee members during ﬁscal 2013, and during ﬁscal 2013, the Audit Committee conducted seven additional meetings related to the investigation, and Audit Committee members received frequent updates via conference calls and other means of communication with outside counsel and other advisors related to the investigation. In November 2012, the CNGC and the Board approved an additional fee in the amount of $60,000 payable to each Audit Committee member other than the Audit Committee Chair, and an additional fee in the amount of $85,000 payable to the Audit Committee Chair.
There are five members of the company’s audit committee, including the chairman, Christopher Williams. The five committee members received a total of $325,000 in additional cash compensation directly related to the Mexican bribery charges. That does not amount to a whole lot, compared with the company’s $27.8 billion in profits for the 2012 fiscal year, but that will not be the extent of what Walmart forks out while the investigation continues.
According to Walmart’s Form 10-K for 2012, the company had spent $99 million through the end of October 2012 on matters related to the Mexican and U.S. investigations into the bribery charges. That does not include the damage to the company’s reputation, which Walmart concedes may take a hit. And the company does not preclude the possibility that the eventual outcome of the investigations may turn out to be “material” to its business.
But Walmart shareholders are true believers. Shares posted a new 52-week high of $79.50 today, on top of a new high posted yesterday. The stock has pulled back a bit by noon, to $78.36. The 52-week low is $57.18.