Wal-Mart Stores Inc (WMT) elected Vice Chairman Greg Penner as chairman, replacing family scion Rob Walton.
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Walton, 70, is part of Wal-Mart's founding family and has served as chairman since 1992.
Wal-Mart also said it was realigning the composition of its board committees so that most of the independent directors will serve on at least two committees.
Investors have been pushing hard for changes in how the world's No. 1 retailer governs itself, seeking to install an independent chairman.
(Reporting by Sruthi Ramakrishnan in Bengaluru; Editing by Saumyadeb Chakrabarty)