March 5, 2026

Elizabeth A. Ising

Gibson, Dunn & Crutcher LLP

Re:

Walmart Inc. (the “Company”)

Incoming Letter dated February 13, 2026

Dear Elizabeth A. Ising:

This letter is in regard to your correspondence concerning the shareholder

proposal (the “Proposal”) submitted to the Company by Alison Corning Trust (S) and co-

filers (the “Proponents”) for inclusion in the Company’s proxy materials for its upcoming

annual meeting of security holders. Your letter indicates that the Proponents have

withdrawn the Proposal. Accordingly, we will not provide any response.

Copies of all of the correspondence related to this matter will be made available

on our website.

Sincerely,

Division of Corporation Finance

Office of Chief Counsel

cc:

Richard Weiss

As You Sow

Elizabeth A. Ising

Partner

T: +1 202.955.8287

EIsing@gibsondunn.com

Gibson, Dunn & Crutcher LLP

1700 M Street, N.W. | Washington, D.C. 20036-4504 | T: 202.955.8500 | F: 202.467.0539 | gibsondunn.com

February 2, 2026

VIA ONLINE SUBMISSION

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Walmart Inc.

Shareholder Proposal of Alison Corning Trust (S) et al.

Securities Exchange Act of 1934—Rule 14a-8

Ladies and Gentlemen:

This letter notifies the staff of the Division of Corporation Finance (the “Staff”) of the

Securities and Exchange Commission (the “Commission”) that our client, Walmart Inc. (the

“Company”), intends to omit from its proxy statement and form of proxy for its 2026 Annual

Shareholders’ Meeting (collectively, the “2026 Proxy Materials”) a shareholder proposal (the

“Proposal”) and statement in support thereof (the “Supporting Statement”) submitted by As You

Sow on behalf of Alison Corning Trust (S), Martha E Records 2009 GST Ex Tr 2 (S) and

Michael E Monteiro 2016 Rev Trust (the “Proponents”).

Pursuant to Rule 14a-8(j) and the

Statement Regarding the Division of Corporation

Finance’s Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season

issued

by the Staff on November 17, 2025, we hereby request that the Staff confirm that it will not

object if the Company omits the Proposal from the 2026 Proxy Materials. In this regard, the

Company represents that it has a reasonable basis to exclude the Proposal under Rule 14a-8,

prior published guidance, and/or judicial decisions, pursuant to Rule 14a-8(i)(5). As discussed in

greater detail in Exhibit A, the Proposal may be excluded from the 2026 Proxy Materials

because the Proposal relates to a product that relates to less than five percent of each of the

Company’s total assets, net earnings, and gross sales, and because the Proposal is not

otherwise significantly related to the Company’s business, as that term is interpreted under

Rule 14a-8(i)(5). A copy of the Proposal, as well as related correspondence with the Proponent,

is attached to this letter as Exhibit B.

Pursuant to Rule 14a-8(j), we have:

•

filed this letter with the Commission no later than eighty (80) calendar days

before the Company intends to file its definitive 2026 Proxy Materials with the

Commission; and

•

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) and Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”) provide that

shareholder proponents are required to send companies a copy of any correspondence that the

proponents elect to submit to the Commission or the Staff. Accordingly, we are taking this

opportunity to inform the Proponents that if the Proponents elect to submit correspondence to

Office of Chief Counsel

Division of Corporation Finance

February 2, 2026

Page 2

the Commission or the Staff with respect to the Proposal, a copy of that correspondence should

be furnished concurrently to the undersigned on behalf of the Company pursuant to

Rule 14a-8(k) and SLB 14D.

We are available to provide the Staff with any additional information and answer any

questions that you may have regarding this matter. If we can be of any further assistance in this

matter, please do not hesitate to call me at (202) 955-8287, or Geoffrey W. Edwards, the

Company’s Senior Lead Counsel – Corporate Governance at (479) 287-2672. Correspondence

regarding this letter should be sent to shareholderproposals@gibsondunn.com.

Sincerely,

Elizabeth A. Ising

Enclosures

cc:

Geoffrey W. Edwards, Walmart Inc.

Elizabeth Levy, As You Sow

Alison Corning

Michael Monteiro

Martha Records

EXHIBIT A

A-1

BASIS FOR WALMART INC. EXCLUDING THE PROPOSAL

THE PROPOSAL

The Proposal states:

RESOLVED:

Shareholders request that Walmart assess and report on the

effectiveness of its due diligence policies to ensure supplier compliance with local

laws, and Walmart’s own standards, in its avocado supply chain.

BACKGROUND

The Company expects its suppliers to comply with all relevant environmental laws and

regulations, as well as sustainability policies applicable to their business with the Company. This

includes policies and continual engagement with suppliers regarding product certification and

sustainable sourcing. The Company aims to foster more sustainable production of commodities

across core ecosystems by setting product sourcing standards and engaging suppliers (and

others) in continuous improvements to implement and report on more sustainable production

practices in Walmart’s supply chains and beyond. In support of these overall efforts, the

Company has articulated expectations regarding supplier production of certain commodities

sourced from forest ecosystems in Walmart’s Forests Policy.

The Company aspires to source

deforestation-free and conversion-free (“DCF”) products, encourages suppliers to adopt DCF

sourcing practices in their commodity supply chains, and encourages national brand suppliers,

marketplace sellers, and others to commit to DCF sourcing, support practices that eliminate

deforestation and conversion risks in supply chains, and transparently report their progress.

ANALYSIS

The Proposal May Be Excluded Under Rule 14a-8(i)(5) Because The Proposal Relates To

Operations That Account For Less Than Five Percent Of Each Of The Company’s Total

Assets, Earnings, And Sales, And The Proposal Is Not Otherwise Significantly Related To

The Company’s Business, As That Term Is Interpreted Under Rule 14a-8(i)(5)

Background On Rule 14a-8(i)(5)

Rule 14a-8(i)(5) provides that a shareholder proposal may be excluded “[i]f the proposal

relates to operations which account for less than 5 percent of the company’s total assets at the

end of its most recent fiscal year, and for less than 5 percent of its net earnings and gross sales

for its most recent fiscal year, and is not otherwise significantly related to the company’s

business.” The Commission stated in 1982 that it was adopting the economic tests that now

appear in Rule 14a-8(i)(5) because previously the Staff would not agree with the exclusion of a

proposal “where the proposal has reflected social or ethical issues, rather than economic

concerns, raised by the issuer’s business, and the issuer conducts any such business, no

matter how small.” Exchange Act Release No. 19135 (Oct. 14, 1982). The Commission stated

that this interpretation of the rule may have “unduly limit[ed] the exclusion,” and proposed

adopting the economic tests that appear in the rule today.

In Staff Legal Bulletin No. 14M (Feb. 12, 2025) (“SLB 14M”), the Staff stated that,

See

“Forests Policy” at

https://corporate.walmart.com/policies

A-2

although it has at times looked to an early court decision that placed heavy emphasis on “the

ethical and social significance” of a proposal when applying Rule 14a-8(i)(5), going forward it is

appropriate to “focus on a proposal’s significance to the company’s business when it otherwise

relates to operations that account for less than 5% of total assets, net earnings and gross

sales.” The Staff explained that, when assessing whether a proposal is “otherwise significantly

related” under Rule 14a-8(i)(5), companies should apply a “separate analytical framework[]”

from whether the proposal raises a significant policy issue under Rule 14a-8(i)(7)’s “ordinary

business” exception. Accordingly, “proposals that raise issues of social or ethical significance

may be excludable, notwithstanding their importance in the abstract, based on the application

and analysis of each of the factors of Rule 14a-8(i)(5) in determining the proposal’s relevance to

the company’s business.”

Id.

In addition, the Staff stated that “[t]he mere possibility of

reputational or economic harm alone will not demonstrate that a proposal is ‘otherwise

significantly related to the company’s business’” and that it will not look to its analysis under

Rule 14a-8(i)(7) when evaluating arguments under Rule 14a-8(i)(5).

Id.

The Proposal Relates To Operations That Account For Less Than Five Percent Of Each

Of The Company’s Total Assets, Net Earnings, And Gross Sales

The Proposal requests that the Company “assess and report on the effectiveness of its

due diligence policies to ensure supplier compliance with local laws, and [the Company’s] own

standards, in its avocado supply chain.”

The Company is a global, omni-channel retailer, which

sells thousands of consumer products in a wide variety of categories, which span apparel,

entertainment, beauty, health and wellness, home goods, outdoor, pharmacy and more in

addition to its grocery business. Grocery is only one of the Company’s many product lines, and

the U.S. grocery market is the Company’s largest segment by sales, with approximately $276

billion in revenue in fiscal year 2025. Avocado sales in the U.S. represent a substantial majority

of the Company’s total avocado sales and totaled approximately $455 million, representing less

than 0.2% of the Company’s U.S. grocery business. In fiscal year 2025, the Company had

$260.8 billion in total assets, $20.2 billion in net earnings, and $681.0 billion in consolidated

revenue. Thus, the operations that are the subject of the Proposal account for significantly less

than 5% of each of the Company’s total assets, net earnings, and gross sales for fiscal year

2025, and the Company has also confirmed that it expects such amounts for fiscal year 2026 to

represent significantly less than 5% of each of the Company’s total assets, net earnings, and

gross sales. Accordingly, the Proposal does not relate to Company operations that are

economically significant to the Company for purposes of the objective standards under

Rule 14a-8(i)(5).

The Proposal Is “Not Otherwise Significantly Related” To The Company’s Business, As

That Term Is Interpreted Under Rule 14a-8(i)(5)

The Proposal is “not otherwise significantly related to the [C]ompany’s business” within

the meaning of Rule 14a-8(i)(5). In Exchange Act Release No. 39093 (Sept. 18, 1997), the

Commission stated that “[t]he proponent carries the burden of demonstrating that [a] proposal is

‘otherwise significantly related’” to a company’s business under Rule 14a-8(i)(5).

Nothing on the face of the Proposal suggests that it is significant in the context of the

Company’s business and operations. The Proposal is premised on the possibility that a portion

of the Company’s avocado purchases may have originated from suppliers operating on illegally

deforested land in Michoacán. However, the subset of avocados potentially implicated is

exceedingly small. Although most of the Company’s Mexican avocado volume originates from

Michoacán, more than half of the sales are sourced from suppliers with Pro

‑

Forest Avocado

A-3

deforestation

‑

free certification, and the majority of the suppliers sourcing exclusively from

Michoacán hold such certification. Accordingly, the Proposal concerns only a fraction of an

already immaterial product category. The Proposal and Supporting Statement suggest, without

support, that the Proposal will reduce hypothetical risks the Company may face, including the

risk of “lawsuits and . . . greenwashing accusations,” thereby harming its brand and reputation.

As the Staff has confirmed, “[t]he mere possibility of reputational or economic harm alone will

not demonstrate that a proposal is ‘otherwise significantly related to the company’s business.’”

See

SLB 14M.

Further, the Proposal does not include factual or other support to meet the Proponents’

burden of demonstrating that the Proposal is “significantly related to” the Company’s business.

Specifically, nothing in the Proposal indicates that the Proposal relates to matters of significance

to the Company’s business within the meaning of Rule 14a-8(i)(5). As discussed above, the

Company expects its suppliers to comply with all relevant environmental laws and regulations,

and to comply with sustainability policies applicable to their business with the Company,

including policies regarding product certification and sustainable sourcing, throughout their own

supply chains. These Company practices, coupled with the facts presented in Section B above

significantly reduce the likelihood that the issues raised by the Proposal could have a significant

effect on the Company’s business. SLB 14M makes clear that “[t]he mere possibility of

reputational or economic harm alone will not demonstrate that a proposal is ‘otherwise

significantly related to the company’s business.’” Accordingly, the Supporting Statement’s

references to potential “reputational, brand, and supply chain risk” to the Company from

potential “lawsuits [or] greenwashing accusations” and the suggestion that the Company has

previously purchased avocados from certain suppliers that may have sourced a portion of their

avocados from orchards created by illegal deforestation are not sufficient to demonstrate that

the Proposal is “significantly related to” the Company’s business. For these reasons, the

Proposal satisfies the second prong of the Rule 14a-8(i)(5) test.

Finally, exclusion of the Proposal under Rule 14a-8(i)(5) is supported by precedent in

which the Staff concurred that shareholder proposals could properly be excluded under

Rule 14a-8(i)(5). In

PepsiCo, Inc.

(avail. Mar. 17, 2025), the Staff concurred with the exclusion

under Rule 14a-8(i)(5) of a proposal requesting that the board of directors issue a report

“detailing the effectiveness of the [company’s] efforts to uphold its human rights standards

throughout its sugar supply chain in India.” Based on an evaluation of the proposal and

consideration of the nature of the company’s operations related to its “sugar supply chain in

India,” the company determined that the proposal was not otherwise significantly related to the

company’s business, as the company had purchased only very limited amounts of sugar in India

in the past, and expected independent franchisees to apply the company’s human rights policies

in their own supply chains.

In addition, the Proposal is similar to proposals excluded under Rule 14a-8(i)(5) prior to

the issuance of Staff Legal Bulletin No. 14L (Nov. 3, 2021) (“SLB 14L”), which was rescinded by

SLB 14M. Specifically, the Staff’s concurrence with the exclusion of proposals before SLB 14L

was consistent with the underlying purpose of Rule 14a-8(i)(5) and the Staff’s most recent

guidance in SLB 14M, even where such proposals raised an issue of social or ethical

significance. For example, in

Chubb Ltd.

(avail. Mar. 26, 2021), the Staff concurred with the

exclusion under Rule 14a-8(i)(5) of a proposal requesting a report on the company’s policies to

help ensure its insurance offerings reduced, and did not increase, the potential for racist police

brutality or associate the company’s brand with police violations of civil rights and liberties. The

company represented that the volume of business for insurance offerings that could cover law

enforcement activities related to operations that accounted for less than five percent of each of

A-4

the company’s total assets, net earnings and gross sales. In addition, although the proposal

raised the ethical issues of racist police brutality and civil rights violations, the company

determined that the proposal was not otherwise significantly related to the company’s business.

The company’s determination was based on its consideration of several specific factors,

including that the company’s insurance policies that could cover law enforcement liability did not

cover criminal activity or insure individual law enforcement officers personally for their law

enforcement activities. Similarly, in

Dunkin’ Brands Group, Inc.

(avail. Feb. 22, 2018), the Staff

concurred with the exclusion under Rule 14a-8(i)(5) of a proposal seeking a report assessing

the environmental impacts of continuing to use K-Cup Pods brand packaging where the

company determined that its use of K-Cup Pods brand packaging related to operations that

accounted for less than five percent of each of the company’s total assets, net earnings and

gross sales, and the proposal was not otherwise significantly related to the company’s business.

In concurring with exclusion in

Dunkin’ Brands Group

, the Staff noted “that the [p]roposal’s

significance to the [c]ompany’s business is not apparent on its face, and that the [p]roponent

has not demonstrated that it is otherwise significantly related to the [c]ompany’s business.”

Based on the foregoing information, the Proposal relates to operations that account for

less than five percent of each of the Company’s total assets, net earnings and gross sales and

“is not otherwise significantly related to” the Company’s business. Accordingly, like the

proposals in

PepsiCo

Chubb

Dunkin’ Brands Group

and the other precedents discussed

above, the Proposal may be properly excluded under Rule 14a-8(i)(5).

CONCLUSION

Accordingly, consistent with the precedent cited above, the Proposal may be excluded

under Rule 14a-8(i)(5), because the Proposal relates to operations that are not economically

significant or otherwise significantly related to the Company’s business.

EXHIBIT B

WHEREAS:

Public investigations suggest that Walmart lacks effective measures to prevent the sourcing

of avocados from illegally deforested land,

a practice that harms local communities and biodiversity and

poses reputational and regulatory risks to the company.

Mexico accounts for nearly 90 percent of avocado shipments into the United States.

For the past

decade, over ten football fields of Mexican forests have been cleared daily for avocado orchards, most

lacking required permits.

By 2050, land used for avocado production is predicted to increase by over 70

percent,

underscoring the importance of addressing illegal deforestation.

Over the past two decades, virtually all avocado-related deforestation in Michoacán, where roughly 90

percent of Mexican avocados to the United States originate, has violated Mexican federal law that

prohibits conversion of forests to agricultural production without government authorization. The crime

of intentionally setting forest fires frequently facilitates this deforestation.

Mexico’s main avocado-growing regions are currently in severe drought.

Water for avocado plantations

is often obtained by illegally diverting streams or digging wells for irrigation, depleting community water

supplies and making forests

and farms m

ore vulnerable to fires and disease.

Burning and deforestation associated with conversion also releases greenhouse gases, reduces carbon

storage, increases floods and landslides, undercuts biodiversity and the replenishment of aquifers,

and

is destroying the Monarch Butterfly Biosphere Reserve, further imperiling this endangered species.

Walmart expects its suppliers to comply with “relevant environmental laws and regulations.”

Yet,

Mexican government records indicate orchards containing illegally deforested land are supplying

avocados to Walmart, calling into question the sufficiency of Walmart’s due diligence protocols for its

avocado suppliers.

Michoacán has established a certification program to assist retailers and suppliers strengthen the

sustainability of their avocado supply chains. Under this program, packing houses are certified under a

satellite-based monitoring system, excludinge avocados from orchards on lands illegally deforested since

2018 and from orchard owners facing penalties for environmental crimes, including unauthorized water

https://cri.org/reports/unholy-guacamole/

https://pubmed.ncbi.nlm.nih.gov/33126191/

https://news.mongabay.com/2024/04/mexicos-avocado-industry-harms-monarch-butterflies-but-will-u-s-officials-act-

commentary/

ttps://www.researchgate.net/publication/358551509

https://cri.org/reports/unholy-guacamole/

https://smn.conagua.gob.mx/es/climatologia/monitor-de-sequia/monitor-de-sequia-en-mexico

https://www.nps.gov/articles/planning-for-resilience-understanding-the-connections-between-forests-fire-water-and-

drought.htm

https://cri.org/reports/unholy-guacamole/

https://www.mdpi.com/2673-7159/1/4/23

https://corporate.walmart.com/suppliers/requirements/standards-for-suppliers

https://cri.org/reports/unholy-guacamole/

use. Since adoption by major U.S. avocado packers of this certification,

regional deforestation rates are

slowing and certification is becoming industry standard.

Costco engages with its suppliers on the

ProForest certification,annually monitoring progress through supply chain mapping and risk

assessment.

Walmart, however, has not made a commitment to source from suppliers using the Michoacán

certification program, or any equivalent, creating material reputational, brand, and supply chain risk.

Conducting an assessment of its due diligence policies, including use of certification systems, will help

Walmart reduce the likelihood of lawsuits and prevent greenwashing accusations, while protecting

human rights and critical habitat.

RESOLVED:

Shareholders request that Walmart assess and report on the effectiveness of its due

diligence policies to ensure supplier compliance with local laws, and Walmart’s own standards, in its

avocado supply chain.

www.forestavo.com

;

https://www.nytimes.com/2025/10/09/world/americas/mexico-avocados-deforestation.html

https://www.nytimes.com/2025/10/09/world/americas/mexico-avocado-stop-deforestation-plan.html

https://cdn.bfldr.com/56O3HXZ9/at/gtngmp2zpxxrvwhg7gn93c35/costco-sustainability-report-2025.pdf

Elizabeth A. Ising

Partner

T: +1 202.955.8287

eising@gibsondunn.com

Gibson, Dunn & Crutcher LLP

1700 M Street, N.W. | Washington, D.C. 20036-4504 | T: 202.955.8500 | F: 202.467.0539 | gibsondunn.com

February 13, 2026

VIA ONLINE SUBMISSION

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Walmart Inc.

Supplemental Notice

Shareholder Proposal of Alison Corning Trust (S) et al.

Securities Exchange Act of 1934—Rule 14a-8

Ladies and Gentlemen:

In a letter dated February 2, 2026 (the “Exclusion Notice”), we notified the staff of the

Division of Corporation Finance of the Securities and Exchange Commission that our client,

Walmart Inc. (the “Company”), intended to omit from its proxy statement and form of proxy for

its 2026 Annual Shareholders’ Meeting a shareholder proposal (the “Proposal”) and statements

in support submitted by As You Sow on behalf of Alison Corning Trust (S), Martha E Records

2009 GST Ex Tr 2 (S) and Michael E Monteiro 2016 Rev Trust (collectively, the “Proponents”).

Enclosed as Exhibit A is correspondence from As You Sow confirming that the Proposal

has been withdrawn on behalf of the Proponents. In reliance thereon, we hereby withdraw the

Exclusion Notice.

Please do not hesitate to call me at (202) 955-8287, or Geoffrey W. Edwards, the

Company’s Senior Lead Counsel – Corporate Governance, at (479) 287-2672, if you have any

questions.

Sincerely,

Elizabeth A. Ising

Enclosures

cc:

Geoffrey W. Edwards, Walmart Inc.

Elizabeth Levy, As You Sow

Richard Weiss, As You Sow

Alison Corning

Michael Monteiro

Martha Records

EXHIBIT A

The Company and its counsel are CCed here. Thank you.

Richard Weiss

Senior Counsel

As You Sow

www.asyousow.org

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