"No" votes jump against Wal-Mart CEO, directors

(Reuters) - Wal-Mart Stores Inc shareholders voted in far larger numbers than in the past against the re-election of Chief Executive Mike Duke and others to the company's board in a rebuke after a Mexican bribery scandal.

Still, with a strong majority of votes cast in favor of each director, a boardroom shake-up did not appear likely.

Lee Scott, a former CEO, current CEO Duke, Chairman Rob Walton and others were targeted by large pension funds and activist groups after allegations that Wal-Mart de Mexico , or Walmex, spent $24 million to bribe officials to expand quickly in Mexico last decade, and Wal-Mart executives squelched an internal probe.

Scott, who was CEO of the world's largest retailer at the time, received the most votes against, 15.65 percent of shares voted, Wal-Mart said on Monday.

A total of 13.1 percent voted against current CEO Mike Duke, who was president of Wal-Mart International during the investigation, while 12.6 percent voted against Rob Walton, a son of Wal-Mart founder Sam Walton. Only 3.2 percent of shares were voted against Rob Walton's younger brother Jim.

Christopher Williams, chairman of the audit committee, had 13.3 percent of votes cast against him.

"It's a strong vote of no confidence in the leadership and sends a strong message to the board," said Michael Garland, executive director for corporate governance for New York City Comptroller John Liu.

On Friday, Wal-Mart said all 15 board members were re-elected, a foregone conclusion as the family of founder Sam Walton controls roughly one-half of the company's shares.

Google Inc executive Marissa Mayer was elected for the first time, bringing the board up to 16. She received 99.34 percent of votes were cast in her favor.

According to Garland's calculations, 38.4 percent of outside shares voted against Scott, 32.8 percent voted against Williams, 32.2 percent voted against Duke, and 31.2 percent voted against Rob Walton. The calculations presumed that more than 1.7 billion insider shares voted in favor of all of the board members.

As of March 30, 1.705 billion shares, or 50.12 percent of Wal-Mart's shares, were owned by the Walton family, directors and named executive officers.

LAST YEAR, HIGHER NUMBER OF VOTES FOR BOARD

Last year, all candidates received about 98 percent or more votes in favor of re-election, Wal-Mart said. This year, only 6 of 16 got 98 percent of votes cast in their favor.

Wal-Mart stood by its board as it announced the percentages for and against each board member.

The directors were nominated by a committee of independent board members, Wal-Mart spokesman David Tovar said.

"Obviously a substantial majority of our shareholders supported their election," he said.

At the annual meeting on Friday, Duke and Walton stressed they would not stand for unethical behavior.

"If you work for Wal-Mart, there is no gray area between right and wrong. It's either the right thing to do, or it shouldn't be done at all," Duke said.

Wal-Mart has repeatedly said it would not comment on the allegations until the investigations were complete.

Despite the negative attention related to the bribery allegations and ongoing government and internal probes, Wal-Mart shares have been trading near their highest level in 12 years. The shares were up 3 cents at $65.57 at midday.

(Reporting by Brad Dorfman, Jessica Wohl and Nivedita Bhattacharjee in Chicago; editing by John Wallace and Jeffrey Benkoe)

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