Md. Retirement System Joins Vote Against Wal-Mart Board

May 31, 2012 ( – The Maryland State Retirement and Pension System will vote against the election of the entire board of Wal-Mart Stores.

However, while pension systems in other states cited legal and regulatory misconduct in connection with bribery by officials at Wal-Mart’s Mexico subsidiary as their reason for voting against the board (see “Conn. Treasurer to Vote Against Wal-Mart Board”), the Maryland system cited a lack of confidence in the independence of board members for why it will vote its 1.2 million shares, worth $76.8 million as of May 29, against the board.  

“This action is required by the System’s U.S. Proxy Voting Guidelines, which clearly state that a substantial majority of a board of directors should not have any direct or affiliated connection to the corporation,” said R. Dean Kenderdine, the System’s Executive Director. “When less than two-thirds of a board is independent, we vote against all the candidates.”   

According to an analysis by the retirement system’s proxy adviser, Institutional Shareholders Services, six of Wal-Mart Stores, Inc.’s 16 board members are either officers of the corporation or affiliated with it in another capacity. The current composition of the board does not meet the two-thirds threshold as established by the System’s U.S. Proxy Voting Guidelines.