UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
January 29, 2021 (January 14, 2021)
Walmart Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| DE | 001-06991 | 71-0415188 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
702 S.W. 8th Street
Bentonville, AR 72716-0215
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code
(479) 273-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.10 per share | | WMT | | NYSE |
| 1.900% Notes Due 2022 | | WMT22 | | NYSE |
| 2.550% Notes Due 2026 | | WMT26 | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As previously reported by Walmart Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2021 (the “Initial Form 8-K”), Marc Lore notified the Company on January 14, 2021 of his intent to retire from his position as Executive Vice President, President and Chief Executive Officer, U.S. eCommerce, effective January 31, 2021, after which time Mr. Lore will continue to serve in a consulting role as a strategic advisor to the Company through September 2021. This Current Report on Form 8-K/A is being filed as an amendment to the Initial Form 8-K to provide information regarding the terms of an agreement between Mr. Lore and the Company regarding his retirement from the Company.
On January 26, 2021, Mr. Lore and the Company entered into a Separation Agreement (the “Agreement”). Under the Agreement, Mr. Lore will receive a one-time payment of $36,000. Mr. Lore will continue to receive certain remaining scheduled cash payments and equity vestings related to the Company’s acquisition of Jet.com, Inc. through September 2021. In addition, the Agreement prohibits Mr. Lore from participating in certain businesses that compete with the Company through September 2023, and the Agreement includes non-solicitation, confidentiality, and other obligations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 29, 2021
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| WALMART INC. |
|
| By: | /s/ Gordon Y. Allison |
| Name: | Gordon Y. Allison |
| Title: | Senior Vice President, Chief Counsel Finance and Governance, Office of the Corporate Secretary |
