*
| Represents beneficial ownership of less than 1% of our outstanding common stock.
| | (1) | Based on a Schedule 13G/A filed with the SEC on February 7, 2020, FMR LLC has sole voting power over 761,614 shares of our common stock and sole dispositive power over 20,589,881 shares of our common stock. The principal business address of FMR LLC is 245 Summer Street, Boston, MA 02210. |
(1)
| | (2) | Based on a Schedule 13G filed with the SEC on February 7, 2020, BlackRock,Address for all persons listed is c/o BJ’s Wholesale Club, Inc. has sole voting power over 13,345,632 shares of our common stock and sole dispositive power over 13,586,649 shares of our common stock. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055., 25 Research Drive, Westborough, Massachusetts 01581. |
| | (3) | Based on a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group has sole voting power over 153,242 shares of our common stock, shared voting power over 16,297 shares of our common stock, sole dispositive power over 12,537,510 shares of our common stock and shared dispositive power over 154,563 shares of our common stock. The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
| | (4) | Based on a Schedule 13G filed with the SEC on February 10, 2020, William Blair Investment Management, LLC has sole voting power over 8,466,592 shares of our common stock and sole dispositive power over 9,485,284 shares of our common stock. The business address of William Blair Investment Management, LLC is 150 North Riverside Plaza, Chicago, Illinois 60606. |
| | (5)(2)
| Consists of (a) 849,696263,561 shares of common stock, (b) 10,679 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 378,803 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(3)
| Consists of (a) 2,000 shares of common stock held by The Christopher J. Baldwin Grantor Retained Annuity Trust,his minor children, (b) 97,360158,814 shares of common stock, (c) 252,53791,724 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (d) 854,021601,114 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
| | (6)(4)
| Consists of (a) 2,000 shares of common stock held by his minor children, (b) 86,324 shares of common stock held by the Robert W. Eddy November 2018 GRAT, (c) 52,489 shares of common stock held by Robert W. Eddy November 2018 GRAT II, (d) 30,334 shares of common stock, (e) 220,702 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (f) 375,371 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
| | (7) | Consists of (a) 80,05272,569 shares of common stock, (b) 205,28019,321 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 756,812144,801 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
| | (8)(5)
| Consists of (a) 58,58879,228 shares of common stock, (b) 97,04333,723 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 186,321179,497 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
| | (9)(6)
| Consists of (a) 32,34490,524 shares of common stock, (b) 97,04319,806 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 356,954141,307 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
| | (10)(7)
| Consists of (a) 4,64334,282 shares of common stock, (b) 23,738 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 105,660 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
TABLE OF CONTENTS (8)
| Consists of (a) 14,143 shares of common stock, and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions and (c) 35,004 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
| | (11)(9)
| Consists of (a) 4,64312,255 shares of common stock and (b) 25,2003,203 shares of commonunvested restricted stock issuable upon(which may be forfeited based on satisfaction of the exercise of outstanding options that are currently exercisable.applicable vesting conditions). |
| | (12)(10)
| Consists of (a) 1,515,18914,143 shares of common stock, (b) 1,351,0883,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 3,087,10711,813 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(11)
| Consists of (a) 8,068 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(12)
| Consists of (a) 6,613 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(13)
| Consists of (a) 8,068 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(14)
| Consists of (a) 13,542 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(15)
| Consists of (a) 131 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(16)
| Consists of (a) 913,851 shares of common stock, (b) 289,256 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 1,650,332 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
Beneficial Ownership of More Than 5% Shareholders Based on information available as of March 1, 2022, the following are the only beneficial owners of more than 5% of the Company’s common stock: FMR LLC(1)
245 Summer Street
Boston, Massachusetts 02110 | | | 18,012,735 | | | 13.25% | BlackRock, Inc.(2)
55 East 52nd
Street New York, New York 10055 | | | 15,634,593 | | | 10.80% | The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355 | | | 14,469,432 | | | 10.64% |
(1)
| Based on a Schedule 13G/A filed with the SEC on February 9, 2022, FMR LLC has sole voting power over 1,792,343 shares of our common stock and sole dispositive power over 18,012,735 shares of our common stock. |
(2)
| Based on a Schedule 13G/A filed with the SEC on January 27, 2022, BlackRock, Inc. has sole voting power over 15,303,475 shares of our common stock and sole dispositive power over 15,634,593 shares of our common stock. |
(3)
| Based on a Schedule 13G/A filed with the SEC on February 9, 2022, The Vanguard Group has shared voting power over 223,251 shares of our common stock, sole dispositive power over 14,126,347 shares of our common stock and shared dispositive power over 343,085 shares of our common stock. |
Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Such officers, directors and stockholdersshareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file with the SEC. To our knowledge, based on review of the copies of such reports and amendments to such reports furnished to us with respect to fiscal year 2019,2021, and based on written representations by our current directors and executive officers, all required Section 16 reports under the Exchange Act for our directors, executive officers and beneficial owners of greater than 10% of our common stock were filed on a timely basis during fiscal year 20192021 and fiscal year 20202022 to date, with the following exceptions: (i) Mr. Graham LuceLee Delaney had one delinquenta Form 4 amendment filing on April 20, 2020,7, 2021 to correct the number of shares of restricted stock reported as acquired on April 1, 2021; and (ii) Monica Schwartz had a Form 4 amendment filing on August 25, 2021 to correct the number of shares withheld by the Company for payment of tax liability incident to the vesting of performance-based options that occurredshares of restricted stock on MarchAugust 3, 2020 and (ii) Mr. Rafeh Masood had one delinquent Form 4 filing on April 24, 2020, for the exercise of stock options that occurred on March 18, 2020. We did not receive written representations from our former directors who served during fiscal year 2019, including Cameron Breitner, Nishad Chande, J. Kristofer Galashan and Lars Haegg, and so cannot represent that all Section 16 reports were filed on a timely basis during fiscal year 2019 for such former directors.2021.
CERTAIN TRANSACTIONS WITH RELATED PERSONS
TABLE OF CONTENTS Certain Relationships and Related Person Transactions PoliciesReview and Procedures onApproval of Related Person Transactions with Related PersonsThe Board of Directors recognizes that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). The Board has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-held common stock listed on the NYSE. Our related person transaction policy requires that the audit committeeAudit Committee approve or ratify related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K (which are transactions in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any "related person"“related person” as defined under Item 404(a) of Regulation S-K had or will have a direct or indirect material interest). It is our policy that directorsDirectors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Each of the transactions described below entered into following the adoption of our related person transaction policy was approved in accordance with such policy. Certain Related Person Transactions During Fiscal Year 2019
Mr. Kingsbury’s daughter was employed by the Company in a non-executive role during fiscal year 2019.2021. She received compensation and was eligible to participate in benefit plans consistent with employees of the Company in comparable positions. Amended and Restated Stockholders Agreement
On September 30, 2011, and in connection with the acquisition of the Company by the Sponsors, the Company and the Sponsors entered into a stockholders agreement (the "Stockholders Agreement"). The Stockholders Agreement contained, among other things, certain restrictions on the ability of such Sponsors to freely transfer shares of our stock. It also provided that each of the Sponsors has the right to nominate at least one individual for election to the Board, and each party to the stockholders’ agreement agrees to vote all of their shares to elect such individual to the Board. The Stockholders Agreement also provided for demand and piggyback registration rights, as described below. The provisions of the Stockholders Agreement (subject to the survival of certain obligations, such as those relating to registration rights described below) were terminated upon consummation of the IPO.
Upon the consummation of the IPO, we amended and restated the Stockholders Agreement to eliminate certain provisions thereof (but maintaining those related to the registration rights, which are described below), and to provide that the Sponsors will coordinate sales with each other in situations where piggyback rights are not otherwise applicable such that, subject to certain exceptions and certain minimum ownership thresholds, the Sponsors will be provided notice of, and the opportunity to participate in, each other’s dispositions on a pro rata basis. Each of the Sponsors are entitled, subject to certain exceptions, to demand registrations and to cause us to engage in an underwritten offering or other public sale of their shares. We are not required to effect any registration if the anticipated gross offering price of the shares of registered securities would be less than (i) $25 million in any offering registered on Form S-1, or (ii) $5 million in any offering registered on Form S-3. Management stockholders who are party to the Management Stockholders Agreement (as defined below) are also entitled to piggyback rights in connection with registered public offerings. The Stockholders Agreement was terminated during fiscal year 2019 as a result of the Sponsors selling their entire ownership stake in our common stock.
Voting Agreement
We have entered into a voting agreement with the Sponsors (the "Voting Agreement"). The Voting Agreement contains specific rights, obligations and agreements of these parties as owners of our common stock. Under the Voting Agreement, the Sponsors agreed to take all necessary action, including casting all votes to which such members are entitled to cast at any annual or special meeting of stockholders, so as to ensure that the composition of the Board of Directors and its committees complies with the provisions of the Voting Agreement, including to vote their shares in favor of any directors nominated for election pursuant to the Voting Agreement. The Voting Agreement was terminated during fiscal year 2019 upon the Sponsors selling their entire ownership stake in our common stock.
Management Stockholders Agreement
On September 30, 2011, and in connection with the acquisition of the Company by the Sponsors, Beacon Holding Inc. ("Beacon"), Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., Beacon Coinvest LLC and certain management stockholders entered into a stockholders agreement (the "Management Stockholders Agreement"). The Management Stockholders Agreement provided for customary call rights, put rights, stock pre-emptive rights, stock co-sale rights and drag-along rights, as well as piggyback registration rights. At the completion of the IPO, the provisions of the Management Stockholders Agreement (other than those granting piggyback registration rights) terminated. The remaining provisions of the Management Stockholders Agreement were terminated during fiscal year 2019 upon the Sponsors selling their entire ownership stake in our common stock.
Indemnification Agreements Our Bylaws provide that we indemnify our directorsDirectors and officers to the fullest extent permitted by the Delaware General Corporation Law ("DGCL"(“DGCL”), subject to certain exceptions contained in our Bylaws. In addition, our Certificate of IncorporationCharter provides that our directorsDirectors will not be liable for monetary damages for breach of fiduciary duty. We have entered into indemnification agreements with each of our executive officers and directors.Directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements. There is no pending litigation or proceeding naming any of our directorsDirectors or officers for which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any directorDirector or executive officer.
Shareholder Proposals and Director Nominations
PROPOSAL NO. 3 APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Background
As required by Section 14A(a)(1) of the Exchange Act, the below resolution enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement. This proposal (the "Say-on-Pay Vote"), and commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express their views on our NEOs' compensation. The Say-on-Pay Vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. We submit the compensation of our NEOs to our stockholders for a non-binding advisory vote on an annual basis. Based on the non-binding advisory vote regarding the frequency of future executive compensation advisory votes conducted at the 2019 annual meeting of stockholders, the next vote on the non-binding advisory frequency of such non-binding advisory votes will occur no later than our 2025 annual meeting of stockholders.
We encourage our stockholders to review the "Executive Compensation" section of this Proxy Statement for more information.
As an advisory approval, this proposal is not binding upon us or the Board of Directors. However, the compensation committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through your vote on this proposal. The Board and compensation committee will consider the outcome of this vote in making future compensation decisions for our named executive officers. Accordingly, we ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:
"RESOLVED, that the stockholders of BJ’s Wholesale Club Holdings, Inc. approve, on an advisory basis, the fiscal year 2019 compensation of BJ’s Wholesale Club Holdings, Inc.’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in BJ’s Wholesale Club Holdings, Inc.’s Proxy Statement for the 2020 Annual Meeting of Stockholders."
Board Recommendation
The Board of Directors unanimously recommends you vote FOR the resolution to approve, on an advisory (non-binding) basis, the compensation of our NEOs, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative disclosure of this Proxy Statement.
PROPOSAL NO. 4 APPROVAL OF AN AMENDMENT TO OUR
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO DECLASSIFY THE BOARD OF DIRECTORS OF THE COMPANY
Background
Currently, the Board of Directors is divided into three classes, with directors elected to staggered three-year terms. Approximately one-third of our directors stand for election each year. The Board of Directors has adopted and declared advisable, and recommends for your approval, an amendment to Article V of our Certificate of Incorporation to phase out the present three-year, staggered terms of our directors and instead provide for the annual election of directors.
Rationale for Declassifying the Board
The Board of Directors regularly reviews our corporate governance practices and current corporate governance trends and, in connection with this review, has discussed the potential declassification of the Board of Directors. The Board of Directors took into consideration arguments in favor and against continuation of a classified board and determined that it is in the Company’s and its stockholders’ best interests to propose to declassify the Board of Directors.
In its review, the Board of Directors considered the advantages of maintaining the classified board structure, including, among other reasons, that classified boards provide increased protection in the context of certain abusive takeover tactics because it is more difficult to change a majority of directors on a board in a single year. While the Board of Directors continues to believe that this remains an important consideration, the Board of Directors also considered the potential advantages of declassification, including the ability of stockholders to evaluate directors annually, which is generally viewed by many institutional stockholders as increasing the accountability of directors to such stockholders, and the fact that many publicly traded companies have declassified their boards in favor of annual elections. After carefully weighing these considerations, the Board of Directors determined that it would be in the best interests of the Company and its stockholders to declassify the Board of Directors and, accordingly, approved the proposed amendment to our Certificate of Incorporation and recommends that the stockholders adopt this amendment by voting in favor of this proposal.
Proposed Declassification Amendment
If the proposed amendment to our Certificate of Incorporation is approved by stockholders, directors will be elected to one-year terms of office beginning at our 2021 annual meeting of stockholders. Directors who have been elected to three-year terms prior to the effectiveness of the amendment, including directors elected at the Annual Meeting, would complete those three-year terms, and thereafter would be eligible for annual re-election after completion of their current terms. Accordingly, directors who were elected at the 2019 annual meeting of stockholders, whose terms will expire in 2022, and the directors who are elected at the Annual Meeting, whose terms will expire in 2023, will hold office until the end of their terms. If this proposal is approved, following our 2022 annual meeting of stockholders, the Board of Directors will be completely declassified and all directors will be subject to annual election to one-year terms beginning with our 2023 annual meeting of stockholders.
In addition, until the Board of Directors is completely declassified, any director elected or appointed to the Board of Directors to fill a vacancy on the Board of Directors as a result of an increase in the size of the Board of Directors or due to the death, resignation, retirement, disqualification or removal of a director who was elected for a three-year term will continue to hold office until the next election of the class for which such director is chosen; thereafter, any director so appointed will hold office until our next annual meeting of stockholders following such appointment. In all cases, each director will hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.
Delaware law provides that members of a board that is classified may be removed only for cause and that members of a board that is not classified may be removed by stockholders with or without cause. At present, because the Board of Directors is classified, our Certificate of Incorporation provides that our directors are removable only for cause. If the proposed amendment to our Certificate of Incorporation is approved, following our 2022 annual meeting of stockholders directors may be removed with or without cause.
The text of the amendment to our Certificate of Incorporation is attached as Annex A to this Proxy Statement and incorporated herein by reference.
If approved by the requisite number of stockholders, the amendment to our Certificate of Incorporation will be effective when the Company files a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware.
If the amendment to our Certificate of Incorporation is not approved by stockholders, the Board of Directors will remain classified, and directors elected at our future annual meetings of stockholders will serve three-year terms and will hold office until their respective successors are duly elected and qualified or until their earlier resignation or removal.
Board Recommendation
The Board of Directors unanimously recommends that you vote FOR the proposed amendment to our Certificate of Incorporation to declassify the Board of Directors.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
StockholdersShareholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our annual meeting of stockholders to be held in 2021 (the "2021the 2023 Annual Meeting")Meeting pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our offices at 25 Research350 Campus Drive, Westborough,Marlborough, Massachusetts 01581,01752, in writing not later than January 6, 2021.5, 2023.
StockholdersShareholders intending to present a proposal at the 20212023 Annual Meeting, but not to include the proposal in our proxy statement,Proxy Statement, or to nominate a person for election as a director,Director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Secretary receive written notice from the stockholdershareholder of record at the time of giving notice of their intent to present such proposal or nomination not earlier than the close of business on the 120th120th day and not later than the close of business on the 90th90th day prior to the anniversary of the preceding year’s annual meetingAnnual Meeting of stockholders.Shareholders. Therefore, we must receive notice of such a proposal or nomination for the 20212023 Annual Meeting no earlier than the close of business on February 18, 202116, 2023 and no later than the close of business on March 20, 2021.18, 2023. The notice must contain the information required by our Bylaws. In the event that the date of the 20212023 Annual Meeting is more than 30 days before or more than 60 days after June 18, 2021,16, 2023, then our Secretary must receive such written notice not earlier than the close of business on the 120th120th day prior to the 20212023 Annual Meeting and not later than the close of business of the 90th90th day prior to the 20212023 Annual Meeting or, if later, the 10th10th day following the day on which public disclosure of the date of such meeting is first made by us. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholdershareholder does not comply with this deadline and, in certain other cases notwithstanding the stockholder’sshareholder’s compliance with this deadline.
To comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 17, 2023. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements. TABLE OF CONTENTS ABOUT THE ANNUAL MEETING
Why Did I Receive these Proxy Materials? We are providing these proxy materials in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each shareholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report for the fiscal year ended January 29, 2022 (referred to as the “Proxy Materials”) or (2) if requested, mailed you a paper copy of the Proxy Materials. You received these Proxy Materials because you were a shareholder of record as of the close of business on April 25, 2022. If you have not received, but would like to receive, a paper copy of the Proxy Materials in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability. What Does it Mean if I Receive More Than One Set of Proxy Materials? It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the Proxy Materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope. What is the Date, Time and Location of the Annual Meeting? The Annual Meeting will be held on Thursday, June 16, 2022 at 8:00 a.m., Eastern Time. The Company will be hosting the meeting live via the Internet. To attend the Annual Meeting via the Internet please visit www.virtualshareholdermeeting.com/BJ2022. Shareholders who choose to attend the Annual Meeting will do so by accessing a live audio webcast of the Annual Meeting via the Internet at the link provided above. At this website, shareholders will be able to listen to the Annual Meeting live, submit questions and submit their vote while the Annual Meeting is being held. Please see “How Can I Attend and Vote at the Annual Meeting?” below for more information. What is the Purpose of the Annual Meeting? The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement: ❖ | | | Proposal No. 1: | | | Election of seven Director nominees; | ❖ | | | Proposal No. 2: | | | Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; | ❖ | | | Proposal No. 3: | | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and | ❖ | | | Proposal No. 4: | | | Approval of an amendment to our Charter to eliminate supermajority vote requirements. |
Are There Any Matters to Be Voted On at the Annual Meeting That Are Not Included in this Proxy Statement? As of the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any continuation, postponement or adjournment thereof for consideration, and you are a shareholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you. TABLE OF CONTENTS Who is Entitled to Attend and Vote at the Annual Meeting? The Board has set April 25, 2022 as the record date for the Annual Meeting. All persons who were registered holders of BJ’s Wholesale Club Holdings, Inc. common stock at the close of business on that date are shareholders of record for the purposes of the Annual Meeting and will be entitled to receive notice of, to attend and to vote at, the Annual Meeting or any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 134,907,215 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to shareholders at the Annual Meeting. Beneficial owners who, at the close of business on the record date, held their shares in an account with a broker, bank or other holder of record generally cannot vote their shares directly and instead must instruct the record holder how to vote their shares. See “How Do I Vote?—Beneficial Owners” below for more information. What Are the Deadlines to Submit My Vote? The deadlines to submit your votes for the Annual Meeting are set forth below. | | | | | | | | | | | | | | | | | | | | | |
Internet
Visit www.proxyvote.com
Votes cast via the Internet must be received by 11:59 p.m. EDT on June 15, 2022
| | | | | | | | | QR Code
Scan the QR Code
Votes cast by scanning the
QR Code must be received by 11:59 p.m. EDT on June 15, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Telephone
Call 1 (800) 690-6903
Votes cast by phone must be received by 11:59 p.m. EDT on June 15, 2022.
| | | | | | | | | Mail
Mail your proxy card
Votes cast by mail must be
received by 11:59 p.m. EDT on
June 15, 2022. | | | | | | | | | | | | | | | | | | | | | | | |
How Do I Vote? Registered shareholders (that is, shareholders who hold shares in their own name) can vote in any of the following ways: ❖ | | | Via the Internet: | | | Go to www.proxyvote.com to vote via the Internet using the 16-digit control number you were provided on your proxy card or Notice of Internet Availability. You will need to follow the instructions on the website. | ❖ | | | By QR Code: | | | Scan the QR Code located on your proxy card or Notice of Internet Availability to access www.proxyvote.com and vote your shares online. Additional software may be required for scanning. | ❖ | | | By Telephone: | | | Call 1 (800) 690-6903 from the United States. You will need to use the 16-digit control number you were provided on your proxy card or Notice of Internet Availability, and follow the instructions given by the voice prompts. | ❖ | | | By Mail: | | | If you received a paper copy in the mail of the Proxy Materials and a proxy card, you may mark, sign, date and return your proxy card in the enclosed postage-paid envelope. You may also appoint a proxy to attend, speak and vote your shares at the Annual Meeting by submitting the proxy card and delivering such proxy to the Company’s General Counsel and Secretary at 25 Research Drive, Westborough, Massachusetts 01581. The proxy need not be a registered shareholder. Proxies must be received by the deadlines set forth below under “What Are the Deadlines to Submit My Vote?” |
TABLE OF CONTENTS | | | | | | If you sign and return your proxy, but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board as described in this Proxy Statement. If any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this Proxy Statement), then the named proxies will have the authority to vote your shares on those matters in accordance with their discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this Proxy Statement. | | | | | | | If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail. |
Beneficial Owners (that is, shareholders who shares are held in the name of a bank, broker or other holder of record (sometimes referred to as holding shares in “street name”), will receive voting instructions from the holder of record. You must follow the instructions of such broker, bank or other holder of record in order for your shares to be voted. Can I Revoke My Proxy or Change My Vote After I Have Voted? Yes. If you are a registered shareholder and previously voted by Internet, telephone, scanning a QR Code or mail, you may revoke your proxy or change your vote by: | ▪ | voting online at the Annual Meeting; |
| ▪ | voting again by Internet, telephone or scanning the QR code as set forth above before the closing of those voting facilities at 11:59 pm EDT on June 15, 2022; |
| ▪ | mailing a proxy card that is properly signed and dated with a later date than your previous vote and that is received no later than 11:59 pm EDT on June 15, 2022; or |
| ▪ | sending a written notice of revocation to our General Counsel and Secretary, c/o BJ’s Wholesale Club Holdings, Inc., 25 Research Drive, Westborough, MA 01581, which must be received before the commencement of the Annual Meeting. |
If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares. Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance online (without further action) at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote at the Annual Meeting. What If I Do Not Specify How My Shares Are to Be Voted? If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth below under “How Does the Board Recommend That I Vote?”, as well as with the description of each proposal in this Proxy Statement. How Can I Attend and Vote at the Annual Meeting? To attend and participate in the Annual Meeting, shareholders may access the live audio webcast of the meeting in the following manner: | ❖ | Shareholders of record will need to log in at www.virtualshareholdermeeting.com/BJ2022 using their 16-digit control number provided in the Notice and Access Card and in the instructions that accompany the proxy materials. |
| ❖ | Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. |
If you are unable to locate your control number, you will still be able to join the Annual Meeting as a guest by accessing www.virtualshareholdermeeting.com/BJ2022 and following the guest login instructions; you will not, however, be able to vote or submit questions. TABLE OF CONTENTS Further instructions on how to attend, participate in and vote at the Annual Meeting, including how to demonstrate your ownership of our stock as of the Record Date, are available at www.virtualshareholdermeeting.com/BJ2022. Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Eastern Time. We encourage shareholders to login to this website and access the webcast before the Annual Meeting's start time. Online check-in will begin at 7:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. Submitting questions at the Annual Meeting. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the Annual Meeting in accordance with the rules of conduct for the Annual Meeting that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The rules of conduct for the Annual Meeting will be available at www.virtualshareholdermeeting.com/BJ2022 during the Annual Meeting. Only shareholders who log in using their unique 16-digit control number, which appears on the Notice and Access Card and the instructions that accompany the proxy materials, will be able to submit questions at the Annual Meeting. Availability of live webcast to team members and other constituents. The live audio webcast will be available not only to our shareholders, but also to our team members and other constituents. Such constituents will be able to attend the virtual Annual Meeting by accessing www.virtualshareholdermeeting.com/BJ2022 and following the guest login instructions; they will not, however, be able to vote or submit questions. Webcast replay of the Annual Meeting. A webcast replay of the Annual Meeting will be available until the sooner of June 15, 2023 or the date of the next Annual Meeting of Shareholders to be held in 2023. Technical Difficulties or Trouble Accessing the Virtual Meeting Website. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. How Many Shares Must Be Present to Hold the Annual Meeting? In order to establish a quorum at the Annual Meeting, the holders of a majority in voting power of the Company’s common stock issued and outstanding and entitled to vote, must be present by remote communication or represented by proxy. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain, withhold or fail to vote as indicated in the proxy materials. Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting. What if a quorum is not present at the Annual Meeting? If a quorum is not present or represented at the scheduled time of the Annual Meeting, then either (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the shareholders entitled to vote at the Annual Meeting, present by remote communication or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented. TABLE OF CONTENTS How many votes are required to approve each proposal? The table below further summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted: Proposal No. 1:
Election of Seven Director Nominees | | | The plurality of the votes cast. This means that the seven nominees receiving the highest number of affirmative “FOR” votes will be elected as Directors. | | | “FOR ALL” “WITHHOLD ALL” “FOR ALL EXCEPT” | | | None (1) | | | No (3) | Proposal No. 2:
Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR”
“AGAINST”
“ABSTAIN” | | | None (2) | | | No (3) | Proposal No. 3:
Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR”
“AGAINST”
“ABSTAIN” | | | None (2) | | | Yes (4) | Proposal No. 4:
Approval of an Amendment to our Charter to Eliminate Supermajority Voting Requirements | | | The affirmative vote of the holders of at least two-thirds of shares outstanding of stock entitled to vote thereon, voting together as a single class. | | | “FOR”
“AGAINST”
“ABSTAIN” | | | Vote
Against (5) | | | No (3) |
(1)
| Votes that are “withheld” and broker non-votes will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a Director, because Directors are elected by plurality voting. |
(2)
| A vote marked as an “Abstention” or a broker non-vote is not considered a vote cast and will, therefore, not affect the outcome of this proposal. |
(3)
| As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. |
(4)
| As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. |
(5)
| Abstentions and broker non-votes, if any, will have the effect of a vote “AGAINST” this proposal. |
TABLE OF CONTENTS What Is a “Broker Non-Vote” and How Does It Affect Voting? A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because: | ❖ | the broker has not received voting instructions from the shareholder who beneficially owns the shares; and |
| ❖ | the broker lacks the authority to vote the shares at their discretion. |
Under current stock exchange interpretations that govern broker non-votes, each of Proposal No. 1 for the election of Director nominees, Proposal No. 2 for approval, on an advisory (non-binding) basis, of the compensation of our named executive officers and Proposal No. 4 for approval of an amendment to our Charter to eliminate the supermajority voting provisions relating to amendments to our Charter and Bylaws and to the removal of directors, is considered a non-discretionary matter, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Proposal No. 3 for ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022, is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal. How Does the Board Recommend that I Vote? The Board recommends that you vote: | ❖ | FOR each of the nominee’s election to the Board set forth in this Proxy Statement. |
| ❖ | FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. |
| ❖ | FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022. |
| ❖ | FOR the approval of an amendment to our Charter to eliminate the supermajority voting provisions relating to amendments to our Charter and Bylaws and to the removal of directors. |
Who will pay for the cost of this proxy solicitation? We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by Directors, officers or employees (for no additional compensation) in-person or by telephone, electronic transmission and facsimile transmission. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. Availability of Materials Important Notice Regarding the Availability of Materials for the 2022 Annual Meeting of Shareholders to Be Held on June 16, 2022: The Proxy Statement and Annual Report for the fiscal year ended January 29, 2021 are available free of charge at www.proxyvote.com. Householding of Shareholder Documents SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statementsProxy Statements and notices with respect to two or more stockholdersshareholders sharing the same address by delivering a single proxy statementProxy Statement or a single notice addressed to those stockholders.shareholders. This process, which is commonly referred to as "householding,"“householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statementProxy Statement or notice to multiple stockholdersshareholders sharing an address unless contrary instructions have been received from the affected stockholders.shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statementProxy Statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting the Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. TABLE OF CONTENTS
Proposed Charter Amendment CERTIFICATE OF AMENDMENT
Proposed Amendment
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BJ’S WHOLESALE CLUB HOLDINGS, INC. (Pursuant to the Second Amended and Restated CertificateSection 242 of Incorporation ofthe General Corporation Law)
BJ’s Wholesale Club Holdings, Inc.
Subject to approval, a corporation organized and existing under and by the requisite vote of stockholdersvirtue of the Company, Sections 2, 3 and 4General Corporation Law of Article Vthe State of theDelaware (the “Corporation”), does hereby certify as follows:
FIRST: The Second Amended and Restated Certificate of Incorporation of BJ’s Wholesale Club Holdings, Inc. would bethe Corporation, as amended, to readis hereby further amended by deleting Section 3 of Article V in theirits entirety as follows, with additions indicated by underlining and deletions indicated by strike-outs:
Section 2. Other than any directors elected byinserting the separate vote of the holders of one or more series of Preferred Stock, the Board initially shall be and is divided into three classes, designated as Class I, Class II and Class III, as nearly equalfollowing in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. At the first annual meeting of stockholders following the date the Common Stock is first publicly traded (the “IPO Date”), the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the IPO Date, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the IPO Date, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three yearswith terms of office expiring at the annual meetings of stockholders held in 2022 (the “2022 Annual Meeting”), 2023 (the “2023 Annual Meeting”) and 2021 (the “2021 Annual Meeting”), respectively. Following the effectiveness of this Certificate of Amendment, each member of the Board shall initially be assigned to, and continue serving in, the same class as he or she was serving in immediately prior to the effectiveness of this Certificate of Amendment. Subject to the special rights of the holders of one or more series of Preferred Stock to elect directors, at eachcommencing at the 2021 Annual Meeting, directors succeeding those whose terms are then expired shall be elected to hold office for one-year terms expiring at the annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meetingheld in the year following the year of their election. Accordingly, following the 2021 Annual Meeting, the Board shall be divided into two classes with terms of office expiring at the 2022 Annual Meeting and the 2023 Annual Meeting and following the 2022 Annual Meeting, the classification of the directors shall terminate and all directors shall be of one class and shall be elected to hold office for one-year terms expiring at the next annual meeting of stockholders of the Corporation. Notwithstanding the foregoing provisions of this Article, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, retirement or removal from office.lieu thereof:
If the number of such directors is changed and the Board at such time is still classified, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possiblethe manner determined by the Board, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any suchEach director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification, retirement or removal from office. The Board is authorized to assign members of the Board already in office to their respective class.
Section 3. Subject to the special rights of the holders of one or more series of Preferred Stock to elect directors, (i) for so long as the Board is classified,any director may be removed from office, at any time, but only forwith or without cause, and onlyby the affirmative vote of the holders of at least 66 2/3%a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote at an election of directors. SECOND: The Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby further amended by deleting Article X in its entirety and inserting the following in lieu thereof: Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by this Second Amended and Restated Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and (ii) frompursuant to this Second Amended and afterRestated Certificate of Incorporation in its current form or as hereafter amended are granted subject to the date onright reserved in this Article X. Notwithstanding the foregoing, any other provisions of this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the Board ceases to be classified (i.e., following the 2022 Annual Meeting),holders of any director may be removed from office with causeparticular class or series of stock required by law or by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2/3%a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, at an electiona duly constituted meeting of directorsstockholders called expressly for such purpose, shall be required to alter, amend or without causerepeal any provision of this Second Amended and Restated Certificate of Incorporation. Section 2. Except as otherwise provided by law, the Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws. Notwithstanding the foregoing, any other provisions of this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of stock required by law or by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2/3%a majority of the TABLE OF CONTENTS voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, at a duly constituted meeting of stockholders called expressly for such purpose, shall be required in order for the stockholders of the Corporation entitled to vote onalter, amend or repeal, in whole or in part, any provision of the election of such director.Bylaws or to adopt any provision inconsistent therewith. ThirdSection 4. Except as otherwise expressly required by law, and subject: That the foregoing amendments to the special rightsSecond Amended and Restated Certificate of Incorporation of the holders of one or more series of Preferred Stock to elect directors, any vacancies on the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum, and shall not be filled by the stockholders. Any director appointedCorporation have been duly adopted in accordance with the preceding sentence shall hold office until such director’s successor shall have been duly elected and qualified or until his or her earlier death, resignation, disqualification, retirement or removal and, if the Board at such time is classified, for a term that shall coincide with the remaining termprovisions of Section 242 of the classGeneral Corporation Law of the State of Delaware. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] * * * * TABLE OF CONTENTS IN WITNESS WHEREOF, BJ’s Wholesale Club Holdings, Inc. has caused this Certificate of Amendment to which the director shall have been appointed and until such director’s successor shall have been elected and qualified or until his or her earlier death, resignation, disqualification, retirement or removal.be executed by its duly authorized officer on this day of June, 2022. | | | BJ’S WHOLESALE CLUB HOLDINGS, INC. | | | | | | | | | | | | By: | | | | | | | | | | Name: | | | | | | Graham N. Luce | | | | Title: | | | | | | SVP, Secretary |
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