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 sharply from $28.2 million a year earlier when he received a big stock award related to his promotion to CEO.

Duke replaced Lee Scott, who retired as CEO as of January 31, 2009.

Duke's 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.

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, has decided to retire from Wal-Mart's board, Wal-Mart said.

Wal-Mart shares rose 11 cents to $54.22 on the New York Stock Exchange early Monday afternoon.

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

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