Shareholders of Wal-Mart Stores Inc. expressed dissatisfaction with the company’s management at its annual shareholders meeting last week with more than 12% of voting shares cast against Chief Executive Mike Duke.  Roughly 10% of 3 billion shares voted were cast against Robson Walton, board chairman and son of founder Sam Walton, and more than 12% were cast against Christopher Williams, an investment banker who serves as chairman of the board’s audit committee.  The dissenting votes come as shareholders question the effectiveness of Wal-Mart’s response to allegations of violations of the U.S. law that prohibits bribery in foreign countries, its treatment of workers and its safeguards to ensure the products it sells are made in humane conditions.  The votes have little practical effect because the Walton family controls more than half of Wal-Mart’s shares, and backed the company-recommended 14-member board.  But the vote marked the second year in a row shareholders cast more than 10% of dissenting votes against Messrs. Duke, Walton and Williams, a reversal from previous years.  In general, Wal-Mart board nominees received support in the 98% to 99.9% range going back to 2005, said Patrick McGurn, an executive director for corporate governance firm Institutional Shareholder Services, or ISS.  So far this year, average support for 12,500 nominees at companies in the Russell 3000 index was 95.7%, he said.  “The votes may not change the makeup of the boards but can lead to quiet change in overall risk management and oversight,” Mr. McGurn said, noting that Wal-Mart has so far spent $230 million on overhauling its compliance operations and investigating bribery allegations.  A Wal-Mart spokesman said board members received support from a significant majority of unaffiliated shareholders reflecting a vote of confidence in “the board’s leadership, strong governance principles and diversity of experience.”  More than 17% of voting shareholders also expressed support for a proposal to empower the board to call for a special shareowner meeting to vote on important matters.  Shareholders called the issue into focus following recent disasters at garment factories in Bangladesh that have, in total, killed more than 1,200 workers this year. Clothes bound for Wal-Mart stores were found at some of the factories.  “In a country where apparel workers are dying by the hundreds, could there be any more pressing case for a special meeting of shareholders?” said Kalpona Akter, a former garment worker who is now an activist with the group Bangladesh Center for Worker Solidarity, last week when she presented the proposal at Wal-Mart’s annual shareholders meeting.  See also: Wal-Mart Renews Buyback Effort – WSJ Wal-Mart Dismisses Protesters as Paid Agents – Corporate Intelligence
Nominees to the retail giant's board normally receive more than 98% support from shareholders, but a significant protest vote was recorded at this year's annual meeting