U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
WAL MART STORES, INC.
___________________________________________________________________________
2. Name of the person relying on exemption:
UAW RETIREE MEDICAL BENEFITS TRUST
___________________________________________________________________________
3. Address of the person relying on exemption:
200 WALKER STREET, SUITE 400 DETROIT, MICHIGAN 48207-4229
___________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
May 17, 2012
Dear Fellow Wal-Mart Shareholders:
On behalf of the UAW Retiree Medical Benefits Trust and the Nathan Cummings
Foundation, we urge you to VOTE FOR PROPOSAL No. 5 at Wal-Mart Stores, Inc.'s
annual meeting of shareholders on June 1, 2012. Our proposal asks the Wal-Mart
Board of Directors to adopt a policy that it will nominate at least one director
candidate with expertise in the field of health care, including significant
experience in patient safety and quality issues.
WAL-MART'S BOARD NEEDS QUALIFIED DIRECTORS TO AVOID RISKS FROM
HEALTH CARE COMPLIANCE FAILURES
- Our resolution raises concerns about the Board's ability to prevent and
Detect violations of federal health care law as it grows its health care
business. Wal-Mart is diversifying from its traditional retail business mode
into the provision of health care services, an evolution that creates new
legal risks for the company, including risks related to the quality of
patient care and compliance with federal and state regulations.
- Wal-Mart's health care business is currently regulated by several federal
health care laws including the False Claims Act (FCA) and the Health
Insurance Portability and Accountability Act of 1996 (HIPPA). In 2004,
Wal-Mart paid $2.9 million in fines for alleged violations of the FCA
involving the false billing of prescription claims to Medicaid and other
federal health insurance programs. As part of the settlement, the company
was required to report for four years to the federal government on
improvements to its internal compliance controls related to its retail
prescription services.
- A series of joint publications by the Department of Health and Human
Services, Office of the Inspector General and the American Health Lawyers
Association emphasizes directors' fiduciary responsibilities to oversee both
compliance and quality of care.
- Wal-Mart's board should include a director who has experience managing these
risks, to ensure that the board can fulfill its oversight duties in this area.
WAL-MART'S BOARD SHOULD REFLECT ITS GROWTH IN HEALTH CARE
- Wal-Mart "Health and Wellness" business unit includes its fast-growing
pharmacy and optical services. The Humana Walmart-Preferred RX Plan is the
fifth-largest prescription drug plan in the U.S.
(http://www.drugchannles.net/2011/04/2011-part-d-maket-share-win-for-humana.
html).
- Wal-Mart employed more than 15,000 pharmacists in 2010, serving over 100
million patients per week.
(http://www.pharmacytimes.com/publications/career/2010/PharmacyCareer_
Fall2010/LargeRetailers-Fall2010).
- In a request for information issued by Wal-Mart in 2011, Wal-Mart stated that
it "intends to build a national, integrated, low-cost primary healthcare
platform that will provide preventative and chronic care services that are
currently out of reach for millions of Americans"
(http://media.npr.org/assetrs/blogs/health/images/2011/11/
Walmarthealthpartnerships.pdf).
We therefore urge you to VOTE FOR PROPOSAL No. 5.
Sincerely,
Meredith Miller
Chief Corporate Governance Officer, UAW Retiree Medical Benefits Trust
THIS IS NOT A PROXY SOLICIATION AND NO PROXY CARDS WILL BE ACCEPTED
Please execute and return your proxy card according to Wal-Mart's instructions