Wal-Mart’s 2008 Shareholder Resolutions: Executive Compensation
This is the second in a series of posts on Wal-Mart’s 2008 shareholder resolutions. The full list of resolutions - and Wal-Mart’s statements regarding them - can be found in the company’s 2008 proxy here (PDF).
No less than three separate resolutions on this year’s proxy deal with Wal-Mart executives’ compensation. Growing popular demand to reign in excessive spending on executive compensation and a movement to ensure top executives’ pay reflects performance has no doubt contributed to these resolutions. But mounting dissatisfaction among rank-and-file employees over hourly wages has also helped bring these resolutions about.
Sam Walton once said, “Share your profits with all your associates, and treat them as partners.” Despite this advice, the average Wal-Mart wage has gone from $9.35 to $10.83 an hour over the last seven years, a 15.8% increase. Lee Scott’s total compensation, meanwhile, has increased from $21,740,052 to $31,597,424 a year – a 45% rise. To put this in context, it would take a store employee, making $8 an hour, approximately 450 years working 24 hours a day, seven days a week to earn what Wal-Mart’s CEO Lee Scott earns in one year. With statistics like these, it’s no small wonder many shareholders want to see executive compensation reigned in.
Executive Compensation Resolutions
The first of the three compensation resolutions calls for the company to adopt a pay for superior performance principle, whereby executives would be compensated based on their achievement of performance goals. The Laborers’ International Union of North America (LiUNA), who submitted this proposal, argue that Wal-Mart’s current system is not in the best interest of shareholders and the long-term profitability of the company, and that a stronger link between pay and performance would be established if the company selected performance metrics “in comparison to peer company performance” and rewarded incentive payments “only when median peer performance is exceeded.”
The second proposal, placed on the proxy by the Amalgamated Bank LongView Collective Investment Fund, would give shareholders an advisory vote on executive compensation. The proponents argue that current SEC regulations “do not give shareholders enough mechanisms to provide input to boards on senior executive compensation,” since the only manner in which shareholders can register dissatisfaction is to withhold proxy votes from compensation committee members who are standing for reelection. Citing the practice in the United Kingdom where shareholders are allowed a nonbinding vote on executive pay, the proponents conclude that this practice should be adopted at Wal-Mart to give shareholders a voice in shaping senior executive compensation.
The third shareholder proposal would create a company bylaw to recoup unearned executive bonuses. While Wal-Mart claims that it now follows the NYSE best practice recommendation for an independent committee to determine executive compensation, reports indicate that a committee of Wal-Mart managers now hires compensation consultants, in effect still retaining oversight of compensation practices. The AFL-CIO, which supports this proposal, believes that as a result of the lack of true independence in this process, “Wal-Mart’s recent senior executive equity pay may be subject to disgorgement,” and consequently “the Board should have a policy of reviewing any payments in such situations to recoup money that was not earned or deserved.”
Wal-Mart’s Response
Wal-Mart refutes the claims that shareholders should have a more significant say on executive compensation, stating the company salary committee “engages in a thorough and disciplined process and considers a wide range of factors when reviewing and establishing executive compensation.” Essentially waving off the concerns raised in the resolutions, the company’s response in the proxy statement encourages shareholders to email any compensation concerns to the company.
The Bottom Line
As our economy slows, the growing gap between workers’ salaries and the compensation of top corporate executives becomes painfully wide. A recent New York Times editorial listed “mushrooming executive pay” as one of underlying reasons American workers are suffering in today’s economy. It noted:
From 1976 to 2006, the average salary of workers in the bottom 90 percent of the income distribution — nearly everybody — rose by only 2.3 percent, to $38,800, tax data show. Among the top 10 percent, average salaries rose 57 percent, to $195,000.
The good news is that an increasing number of shareholder activists, like these Wal-Mart shareholders, are stepping up and taking action to reform flawed executive compensation practices. According to the proxy advisory firm RiskMetrics, between 2006 and 2007 the number of shareholder resolutions dealing with executive compensation almost tripled.
Wal-Mart’s board should take notice. Executive compensation reform isn’t simply the flavor of the month. If Wal-Mart doesn’t take action this year to address shareholder’s concerns, they’ll likely face similar proposals next year on executive compensation reform.
Posted by Alex Goldschmidt on Tuesday, May 06, 2008







COMMENTS
I don’t usually nit pick, but I’ve seen this on too many blogs recently:
reign - 1. the period during which a sovereign occupies the throne.
2. to have control, rule, or influence of any kind.
rein - 6. to curb; restrain; control.
So one reins in a ruler whose reign is out of control. This is by analogy of pulling on the reins of a horse to slow it down.
What has been missing over the past 40 years is a way to rein in the imperial reign of the corporatist/capitalist/militarist nexus that has been running the country.
The current situation in Burma shows what happens when the ruling elite gets too far removed from the population. The leaders are so paranoid and they have held back social development for so long that tens of thousands more will die as a result of the storm because they have no infrastructure and are afraid to let international aid organizations in to help.
Autocracies never produce healthy societies. Autocratic firms eventually implode because they can’t take criticism and adapt. There is a long list: US Steel, Kodak, Xerox, etc. A firm like Walmart is just setting itself up to be the next in a long line.
Retail is changing, but they only understand the big box model with a long supply chain.
robertdfeinman in Long Island, NY
Wednesday, May 07 at 10:59 AM
I think you write Mr. robertdfeinman exactly right.
Wen Tren Ben in long supply chain
Thursday, May 08 at 03:48 AM
...like these Wal-Mart shareholders...
They were brushed aside before. Let’s see what happens this time.
“If we don’t take steps to reconnect productivity growth and living standards, eventually the vast majority will feel little reason to support an economic system that’s failing to return a fair share of the growth they themselves are creating.” ~ Jared Bernstein
(((((Rabble, rabble!)))))
Ken V in Texas
Thursday, May 08 at 06:32 AM
Ken V: If anybody believes that there is any democracy in the WalMart business model,I suggest they click on to the “proxy” link in the first paragraph. It seems that every atempt at transparency has beeen given a vote against by the WalMart board! These are people who have invested $$$in this company and they’re being told you don’t have any right to know more? From the ability for shareholders to hold their own meetings,to denying compensation for criminal executive activity,to wanting a say in how the CEO pay is structured and a right to say who he or she will be-its “no go” according to the Board’s recommendations.WHY DO PEOPLE INVEST IN THIS COMPANY? It doesn’t seem even the price of admission (buying stock) gets you any better treatment than the “stocker” at the store!
ddrb in
Thursday, May 08 at 02:54 PM
“If we don’t take steps to reconnect productivity growth and living standards, eventually the vast majority will feel little reason to support an economic system that’s failing to return a fair share of the growth they themselves are creating.” ~ Jared Bernstein
Why do I think Bolsheviks?
Robert J. Trenwick in Dothan, AL
Thursday, May 08 at 08:15 PM
Why do I think Bolsheviks?
For the sake of civility, Robert J., don’t ask my opinion of your thought processes.
You are aware, I’m sure, that ‘society’ and ‘socialism’ share the same Latin root (societās)? Take away society and you have ‘every man for himself’.
Let them eat cake, right, Robert J.?
In an appearance on MSNBC (4/08/08) CNBC’s business bunny <a >Erin Burnett</a> referred to Wal-Mart and Costco as “bottom feeders” and the beneficiaries of consumer’s trading down due to the failing economy.
Ken V in Texas
Friday, May 09 at 04:51 AM
Ken V,
And, your buddy Jim Cramer, calls Wal-Mart “Best of Breed” in the retail sector!! So, what’s your point? That the ‘bunny’ knows more about it, than Jim?
RDS in
Friday, May 09 at 12:38 PM
Ken V,
Does ‘community’ and ‘communism’ share a Latin root?
RDS in
Friday, May 09 at 12:41 PM
And, your buddy Jim Cramer, calls Wal-Mart “Best of Breed”* in the retail sector!!
And “my buddy” is all over the place and freely admits he’s crazy. Jimmy also said it was high time Lee Scott and the Bentonvillians admit the “wheels have come off the bus”.
*Since we’re talkin’ Arkansas here shouldn’t that be “Best of In-Breed”?
Ken V in Texas
Friday, May 09 at 02:02 PM
Since we’re talkin’ Arkansas here shouldn’t that be “Best of In-Breed”? ~Ken V in Texas
Then there is the Texas quote-of-all-time from the movie An Officer And A Gentleman.
Robert J. Trenwick in Dothan, AL
Friday, May 09 at 02:42 PM
“Then there is the Texas quote-of-all-time from the movie An Officer And A Gentleman.”
Robert J. Trenwick in Dothan, AL
Friday, May 09 at 02:42 PM
“That explains why I don’t watch movies.”
Robert J. Trenwick in Dothan, AL
Monday, May 05 at 04:22 PM
A two faced Walmart shill walks into a bar…
Bubba in I Robot
Friday, May 09 at 04:07 PM
A two faced Walmart shill walks into a bar… ~Bubba in I Robot
Inventive? Yes, even cute, but small-minded.
Bubba, have you ever seen An Officer And A Gentleman? I haven’t, but I know of the “only thing from Texas” line. How about Gone With The Wind? I haven’t seen that one either, but I sure know of Rhett Butler’s “Frankly, my dear...” line, as do most folks of a certain age. Why do I know of those? Because I read from many sources on a regular basis.
Robert J. Trenwick in Dothan, AL
Friday, May 09 at 05:20 PM
“ Please explain to me why sweeping floors should warrant good pay and health insurance.”
Robert J. Trenwick in Dothan, AL
Tuesday, May 06 at 08:38 AM
“Mankind, that marvel among the stars...still...keeping your neighbor’s children starving?”
Charlton Heston as Col. Taylor
Trenwick, you have made the fathers of economic eugenics proud.
“The righteous considereth the cause of the poor: but the wicked regardeth not to know it.”
Proverbs 29:7
“Because I read from many sources on a regular basis.”
Robert J. Trenwick in Dothan, AL
Friday, May 09 at 05:20 PM
Too bad the Bible (aka the Word of God) isn’t on your reading list.
SanDiegoView in WalMart needs propaganda to survive
Friday, May 09 at 06:50 PM
One of my favorite ‘Texas’ movie lines comes from True Grit
LaBoeuf (Texas Ranger) - You’re lucky to be where water’s so handy. I’ve seen the time I’ve drank out of a filthy hoofprint - and was glad to get it.
Rooster Cogburn - </i>If ever I meet one of you Texas waddies who ain’t drunk water from a hoofprint, I think I’ll… I’ll shake their hand or buy ‘em a Daniel Webster cigar.</i>
Arkansas: BIGGEST in BREED?
Ken V in Texas
Saturday, May 10 at 11:43 AM
Ken V,
The Duggers used to live about 4 blocks from me years ago, at that time, they only had about 8 kids, now they live in a small town just outside of Springdale!! They are closely connected with a huge Baptist Church here and no doubt get a lot of donations from the local church members, many of whom are fairly wealthy, not to mention what they might have gotten from showing their ‘story’ on TV, plus, I’m sure they have received many ‘freebee’s’ from corporations!! The site of their old house, is now part of the church’s parking lot, so it may have belonged to the church all the time!!
I wonder what the ‘living wage’ would be, if Mr. Dugger worked as a shelf stocker at Wal-Mart? Probably about $150.00 an hour!!
This family takes the bible passage “Be fruitful and multiply” to the extreme!! The words “Birth Control” are not in their Dictionary!!
RDS in
Sunday, May 11 at 01:21 AM
Time for another episode of WIMP! (Walmart Internet Media Police) brought to you by Eugenics Aerosol!! Spray it around to make yourself feel superior while declaring others unnecessary welfare bums!!
When last seen our lame and cowardly social hero RDS was wrestling another truth to the ground from ddrb in a attempt to sell image and bent Chinese metal products…
ddrb: “You won’t get away with it sleazo, the truth will bite you in the ass like Jaws on steroids!!”
RDS: “I don’t care anymore ddrb, its every ‘man’ for himself!! You blemish the holy name of WalMart one more time and vantress will be on you like lightning on a golf club sister!!”
ddrb: “You know that the CHICOMS are already in Springdale shoveling olympic jingoism to you hillbilly hoi polloi, don’t you? Too bad you didn’t make the WalMart olympic bullshit team like Scott or bbrd!!
RDS: “The magic of free market televised horseshit is too powerful even for the internet stench that emanates from me in my mobilehome/WalMart paradise dream world. I have no worries about your efforts to inform the masses!!
ddrb: “I won’t call Arkansas mental health on you quite yet ‘himbo’!! Studies indicate that you will mutate into a fatter and more bitter old Klansman and die of self inflicted lead poisoning from a painted and plastic child’s toy gun Guandong style.”
RDS: “I have WalMart $4 meds to protect me from gun lead!! And I have bbrd’s rescue bronze medal around my neck to try and save me from any embarrassments or internet radiation news flash that would otherwise cause me to wise up and care for my brother...the wretched scum of the earth.”
As RDS stormed off into another delirium tremens of self satisfied hokum he looked at his broken watch and thought..."If I can get the Chevette running, I can make the WalMart parking lot and ‘bunk’ there for tonight.”
SanDiegoView in 'war room' amusements
Sunday, May 11 at 04:40 AM
SDV,
Very funny, you should write for TV, then people could ‘turn you off’!!
One question: If I have a moblie home, (from me in my mobilehome/WalMart paradise dream world), why do I “get the Chevette running”, and, “make the WalMart parking lot and ‘bunk’ there for tonight”, wouldn’t I just stay in my mobile home, after all, where would I get the gas money? In fact, where do I get the money to buy all that plastic, lead painted Chinese metal crap you say I buy?
Sometimes, when I read your ‘stuff’, I get the idea that you are talking about YOUR life and using others as ‘substitutes”, sort of like the old “I have a friend who...” senerio!! You seem quite fimilar with ‘sleeping’ in parking lots, as you claim ALL Wal-Mart employees do!!
RDS in
Sunday, May 11 at 12:20 PM
… “make the WalMart parking lot and ‘bunk’ there for tonight”
This is NOWHERE!
Each year tens of thousands of travelers steer their RVs into Wal-Mart parking lots to “camp” for a night or two. Not because they have to. Rather, because they want to. Just as they seek out national parks and historic sites, RV travelers have marked Wal-Mart stores as travel destinations.
Here’s a critique of the documentary by George Cheney, Director of Graduate Studies, Dept of Communication, University of Montana that makes you wonder if he knows RDS???
At the same time, the film reveals several contradictions experienced by this group of people (and many of us): for example, expressing our freedom yet choosing sameness, simplifying life but trying to ‘have it all,’ valuing community yet spending time in ways that make community increasingly out of reach, and ‘rediscovering’ nature from the perspective of pavement.”
RDS, thy name is Contradiction!
“so far from God and so close to Wal-Mart” ~ Walmopboy poster.
Ken V in Texas
Monday, May 12 at 05:49 AM
Ken V,
“Each year tens of thousands of travelers steer their RVs into Wal-Mart parking lots to “camp” for a night or two. Not because they have to. Rather, because they want to. Just as they seek out national parks and historic sites, RV travelers have marked Wal-Mart stores as travel destinations.”
Talk about contradictions, your description of a Wal-Mart shopper, would not fit with people who “OWN” RV’s, they are by no means ‘poor’!! Think about it, people who own RV’s can’t be all that ‘stupid’, yet they CHOOSE Wal-Mart as a destination, Tens of Thousands of them!!
What does this have to do with me be contradictatory? Sounds like what I’ve been saying all along and backs up my point that not only ‘poor’ people shop at Wal-Mart!!
RDS in
Monday, May 12 at 04:04 PM
Too bad the Bible (aka the Word of God) isn’t on your reading list. ~SanDiegoView
I support international missions through my church, local charities, and sometimes donate directly to individuals out of my own pocket. ~Robert J. Trenwick
So, SanDiegoView, do you only spout twisted Scripture, or do you also practice what you preach?
Robert J. Trenwick in Dothan, AL
Monday, May 12 at 04:06 PM
Talk about contradictions, your description of a Wal-Mart shopper, would not fit with people who “OWN” RV’s, they are by no means ‘poor’!!
Exactly—considering that today’s RVs cost more than most homes (and definitely more than the apartments where the WMW-worshippers hang-out).
And I’m not even talking about what goes in the tank…
bbrd in
Monday, May 12 at 09:18 PM
I agree completely, the RV crowd isn’t the ‘average’ Wal-Mart shopper at all, but they’re not a bunch I find admirable either.
Call me old fashioned if you must but I find nothing appealing about “ ‘rediscovering’ nature from the perspective of pavement.”
A Hummer towing an Airstream with a motorcycle mounted behind and a trailered boat bringing up the rear. The “rugged individualist”!
Ken V in Texas
Tuesday, May 13 at 12:14 PM
“A piece of legislation that was introduced in the US Senate earlier this month that has potential implications for, among other things, executive compensation disclosure.
S. 2866, the “Corporate Executive Compensation Accountability and Transparency Act,” was introduced by Senator Hillary Clinton (D-NY) on April 15th and referred to the Senate Committee on Finance for consideration. The bill aggregates a number of pay-related proposals and ideas that were in the news last year and consolidates them under a single executive compensation heading. Among other things, the bill would:
- Amend Section 409A of the Internal Revenue Code to impose a $1 million cap on the amount of compensation that can be deferred each year
- Amend Section 304 of the Sarbanes-Oxley Act of 2002 (the provision providing that, where a company is required to restate its financial statements as a result of misconduct, the CEO and CFO must reimburse the company for bonus or other incentive or equity-based compensation, or any trading profits, received during the 12-month period following the filing of the financial statements) to extend the 12 month period to 36 months and define what constitutes “misconduct” for purposes of the statute
- Add a provision to the Securities Exchange Act of 1934 mandating that reporting companies give their shareholders an annual advisory vote on their executive compensation programs (a provision that essentially mirrors the bill that passed the House of Representatives in 2007)
- Require the Securities and Exchange Commission to promulgate rules “clarifying and strengthening” the disclosure requirements concerning the compensation paid to compensation consultants and other advisors to the board compensation committee. Further, these rules would be required to (i) prohibit compensation consultants to the compensation committee from performing any other work for the company if its presents a conflict of interest or otherwise compromises the consultant’s independence and (ii) contain an independence standard that would preclude a consultant from working with a compensation committee if it had a noncompensation-related business or financial relationship with the company during the previous 18 months
The bill directs the SEC to promulgate rules requiring the disclosure of the full grant date fair value of equity awards in the Summary Compensation Table. While this provision wouldn’t require the Commission to scrap its December 2006 interim final rules on the reporting of equity awards, that is essentially what it’s intended to do.
At this point, it’s difficult to know whether Senator Clinton is serious about advancing this bill, or whether it’s just a campaign tactic. (Earlier this month, when the excessive executive compensation issue reared its head on the campaign trail, Senator Obama urged the Senate to take up his Say on Pay bill.) Either way, it’s a strong indication of the type of legislation that may be coming next year when a new Administration is installed in Washington."((Proxy DisclosureBlog,M.Borges)~~~~~~~~~Shareholders are asking WalMart for a yearly vote on executive compensation programs and salaries,but the WalMart Board has a recommendation voting AGAINST this request.
ddrb in
Wednesday, May 14 at 03:55 PM
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