Wal-Mart Stores Inc CEO Michael Duke received a compensation package worth a bit more than $19 million in the fiscal year ended in January, down from $28.2 million a year earlier when he received a big stock award related to his promotion to chief executive.

Duke replaced Lee Scott, who retired as CEO as of January 31, 2009. His salary was $1.2 million in the latest fiscal year, according to the annual proxy statement of the world's largest retailer, up from $1.1 million a year earlier.

He received stock awards of $12.7 million, down from $23.7 million a year earlier. He also received non-equity incentive payments of $4.8 million in fiscal 2010 and $3.1 million in fiscal 2009.

In fiscal 2009, Duke received $11.4 million in one-time stock awards that will vest over the next several years, Wal-Mart spokesman Greg Rossiter said, adding that without the award, Duke's compensation rose to about $19.2 million in fiscal 2010 from about $17 million in fiscal 2009.

The reporting of the fair value of stock awards in the year in which they are awarded is required by changes in Securities and Exchange Commission rules.

In fiscal year 2010, Wal-Mart's earnings per share rose 7 percent to $3.66.

Wal-Mart also said that former PepsiCo Chairman and CEO Steven Reinemund, 62, has been nominated to the company's board of directors. Former J.C. Penney Co Inc CEO Allen Questrom, 70, decided to retire from the board, Wal-Mart said.

Wal-Mart shares rose 23 cents to $54.34 on the New York Stock Exchange early Monday afternoon.

(Reporting by Brad Dorfman; Editing by Phil Berlowitz, Richard Chang and Robert MacMillan)

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