Institutional Shareholder Services earlier this week urged shareholders to vote against Wal-Mart's executive compensation package and asked them to back a resolution for the appointment of an independent chairman.
It also recommended shareholders vote against the re-election of board members Robson Walton, the company's chairman, and Mike Duke, recently Wal-Mart's CEO.
The ISS cited the failure of the board to provide more information to shareholders about specific findings of an investigation into bribery outside of the United States.
In a filing with the Securities and Exchange Commission Thursday, Wal-Mart said that the ISS analysis "misconstrues the nature and operation of Wal-Mart's executive compensation programme."
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Wal-Mart said the ISS analysis is based on information provided by CtW Investment Group, a union-backed organization, that has a long history of opposition to Wal-Mart.
ISS cited changes that it believes have diminished the consistency of performance goals set for company executives.
Wal-Mart said its pay structure emphasizes performance and is "intended to closely align the interests of our named executive officers with the interests of our shareholders.