NEW YORK (AP) — Wal-Mart is shrinking the number of board members to 12 from 15 as it looks to bolster the board for the future.
As part of the changes, four directors, including its former CEO Mike Duke and Jim Walton, the son of the retailer's late founder Sam Walton, will not stand for re-election at the company's annual shareholders' meeting, set for June 3. But the board is adding the founder's grandson in keeping with its history of having three Walton family members as directors.
"With these retirements, we view this as a time to make our board more nimble, while maintaining its independence and further aligning on Wal-Mart's strategic priorities," said Greg Penner, chairman of the board, in a statement.
The move, announced Wednesday, comes as Wal-Mart Stores Inc. disclosed in a Securities and Exchange Commission filing that the total compensation package of its CEO Doug McMillon rose 2 percent to $19.4 million for the year that ended in January.
Wal-Mart is overhauling its business as it seeks to better compete with online leader Amazon.com and others. Its total revenue fell slightly in the fiscal year that ended in January to $482.1 billion — the first annual drop since it went public 45 years ago. Net income fell 10 percent to $14.7 billion, squeezed by higher wages and investments in technology.
And in February, Wal-Mart lowered its outlook for sales growth in the current year to "relatively flat," compared to the previous estimate for growth of 3 to 4 percent. The slowdown comes as the company trimmed its global store count and deals with currency fluctuations affecting its overseas sales.
As part of its succession planning, the board has nominated Steuart Walton, the son of Jim Walton, to be elected to the board. Steuart Walton is the CEO of Game Composites, a company he founded in 2013 that designs and builds small composite aircraft. He previously worked for the London office of Allen & Overy LLP, handling matters related to debt and equity offerings by non-U.S. entities. He also worked for Wal-Mart International, focusing on mergers and acquisitions.
The founder's son Robson Walton remains on the board. Robson Walton was succeeded by his son-in-law Penner as chairman last year.
The Bentonville, Arkansas-based company said independent members will still make up 67 percent of the board after the changes.
The other retiring board members are Aida Alvarez, who joined the board in 2006 and was a member of the audit committee. She was administrator of the U.S. Small Business Administration and a member of President Bill Clinton's cabinet from 1997 to 2001. Also retiring from the board is Roger Corbett, who joined the board in 2006. He is the retired CEO and group managing director of Woolworths Ltd., based in Australia.
Wal-Mart's shares of up 13 percent this year and are hovering around $69.