Some investors, including large pension funds, had been pushing for a chairman without ties to the Waltons, Wal-Mart’s founding family.
They argued that the company needed stricter oversight after a bribery scandal involving its Mexico operations surfaced three years ago.
The proposal calling for an independent board chairman garnered 16 per cent of voted shares, slightly more than a similar measure last year.
But as expected the Waltons, who own around 51 per cent of Wal-Mart’s shares, and their supporters easily voted it down.
Greg Penner, 45, took over as chairman from Rob Walton as of the end of last week’s annual shareholders’ meeting in Arkansas, near where Wal-Mart was founded nearly 53 years ago.
Mr Penner joined the family through his marriage to the granddaughter of founder Sam Walton. Walton died in 1992.
Wal-Mart said Mr Penner, a former Goldman Sachs analyst whose roles in the retailer have included a senior position at the online business and as chief financial officer in Japan, brought strong operational experience in addition to his family ties.
“His experience and background are going to help us as a company move into the future,” said chief executive Doug McMillon, citing Mr Penner’s knowledge of its China business as another asset.
He faces big challenges with Wal-Mart, which is battling tough competition. Last month, Asda reported a third straight fall in quarterly underlying sales.