Resolved clauseResolved: Shareholders request Walmart Inc. (Walmart or the Company) prepare a report on the principles by which the Company seeks to address and measure the social implications on its workforce of the growing adoption of advanced technologies, including artificial intelligence and automation. The report, prepared at reasonable cost and omitting confidential and proprietary information, should be made available to investors.
Whereas clauseThe rapid deployment of artificial intelligence (?AI?) and automation across industries represents one of the most significant workforce transformations of the coming decade. As the largest private employer1 in the United States, Walmart's approach to adopting these technologies carries material implications for its associates, long-term shareholder value, and the broader retail sector. Walmart has publicly emphasized both the scale and ambition of its AI strategy. The Company?s Chief Technology Officer recently highlighted an estimated $815 billion AI investment, noting that AI is embedded across operations, from supply chains and logistics to store-level processes and customer-facing systems.2 Walmart has stated that its objective is to ?build the future of retail? by integrating agentic AI?systems capable of autonomous decision-making?across virtually all aspects of the business.3 Walmart has rolled out AI-enabled tools to support hiring4, scheduling5, training, and task prioritization, including an OpenAI associate training program6, while expanding automation in fulfillment centers and supply chain operations7. Most notably, in October 2025, Walmart implemented a new algorithmic, performance-based system to determine annual pay increases for hourly employees, replacing its traditional tenure-based approach.8 This shift represents a fundamental change in compensation for a substantial portion of the workforce and illustrates the growing role of algorithmic systems in employment outcomes. Walmart has also articulated a Responsible AI Pledge committing to principles such as fairness, transparency, privacy, security, and human oversight.9 These commitments indicate awareness of the ethical and social dimensions of advanced technologies. However, the pledge does not provide investors sufficient insight into how these commitments are operationalized, monitored, and enforced across a workforce of Walmart?s size and complexity. Studies10 indicate retail work contains a high proportion of tasks vulnerable to automation, raising risks related to job redesign, deskilling, wage inequality, and uneven access to training and advancement.11 Research12 also warns that algorithmic performance and pay systems can introduce bias, intensify work pace, result in unqualified hires, and reduce transparency if not carefully governed.13 These risks are amplified at Walmart?s scale, where even marginal impacts can affect hundreds of thousands of workers. For shareholders, the key question is how the Company is measuring and managing the workforce-related risks and opportunities associated with AI and automation. A report describing the principles guiding AI deployment, the metrics used to assess workforce impacts?such as job quality, compensation, training effectiveness, and equity?and the governance structures overseeing these systems would enable shareholders to evaluate whether Walmart?s AI strategy aligns with its public commitments, supports long-term value creation, and mitigates workforce-related risks.