Vote Against Wal-Mart Directors: Proxy Firms

NEW YORK — Two proxy advisory firms here said Wal-Mart Stores shareholders should vote against several board nominees, including Mike Duke, chief executive officer, and Lee Scott, the company's former CEO.

Both Institutional Shareholder Services and Glass Lewis & Co. made their recommendations following a New York Times report last month that said Wal-Mart had failed to fully investigate allegations of widespread bribery by company officials in Mexico — a period during which Scott was CEO and Duke headed Wal-Mart International. Wal-Mart's annual meeting is scheduled for June 1.

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Because the Walton family owns almost 50% of the company's stock, industry sources said the proxy advisors' recommendations may have limited impact.

According to ISS, the nation's largest proxy advioer, "If the [New York Times] account ... is accurate, the decision by Scott and Duke to enable executives implicated in the bribery allegations to conduct the company's investigation into those allegations reflects a staggering lack of judgment."

ISS recommended shareholders vote against Duke; Scott; Robson Walton, chairman; and Christopher Williams, chairman of the audit committee. Glass Lewis recommended votes against Scott, Duke and Williams, as well as four members of the audit committee — Aida Alvarez, Michele Burns, James Cash and Arne Sorenson; however, it recommended a vote in favor of Walton. Another proxy adviser, Egan Jones, recommended shareholders withhold their votes for Duke and Scott.