BJ's Wholesale Club Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 5.03 | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
As described below in Item 5.07 of this Current Report on Form 8-K and in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 9, 2025 (the “proxy statement”), at the BJ’s Wholesale Club Holdings, Inc. (the “company”) annual meeting of shareholders on June 19, 2025 (the “annual meeting”), the company’s shareholders voted to approve an amendment (the “officer exculpation amendment”) to the company’s second amended and restated certificate of incorporation, as amended (the “charter”), to include a provision to permit exculpation of the company’s officers, subject to certain limitations, as permitted by the Delaware General Corporation Law. On June 20, 2025, the company filed a certificate of amendment to the charter (the “certificate of amendment”) with the Secretary of State of the State of Delaware to effect the officer exculpation amendment.
The foregoing summary of the certificate of amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting, a total of 126,089,628 shares of the company’s common stock were present in person or represented by proxy, representing approximately 95.49% of the company’s common stock outstanding as of April 28, 2025, the record date. The voting results for the proposals considered and voted upon at the annual meeting, each of which were described in the proxy statement, are set forth below.
Item 1 – The shareholders of the company elected Darryl Brown, Dave Burwick, Bob Eddy, Michelle Gloeckler, Maile Naylor, Steve Ortega, Ken Parent, Chris Peterson, Marie Robinson and Rob Steele as directors to hold office until the company’s annual meeting of shareholders to be held in 2026 and until their respective successors have been duly elected and qualified. The results of the shareholders’ vote with respect to the election of each director were as follows:
| FOR | WITHHELD | BROKER NON-VOTES | ||||
| Darryl Brown | 115,050,763 | 6,366,616 | 4,672,249 | |||
| Dave Burwick | 120,186,192 | 1,231,187 | 4,672,249 | |||
| Bob Eddy | 118,154,739 | 3,262,640 | 4,672,249 | |||
| Michelle Gloeckler | 120,648,954 | 768,425 | 4,672,249 | |||
| Maile Naylor | 120,152,617 | 1,264,762 | 4,672,249 | |||
| Steve Ortega | 116,812,463 | 4,604,916 | 4,672,249 | |||
| Ken Parent | 116,997,858 | 4,419,521 | 4,672,249 | |||
| Chris Peterson | 119,925,426 | 1,491,953 | 4,672,249 | |||
| Marie Robinson | 120,758,646 | 658,733 | 4,672,249 | |||
| Rob Steele | 120,761,302 | 656,077 | 4,672,249 |
Item 2 – The shareholders approved, on an advisory (non-binding) basis, the compensation of the company’s named executive officers. The results of the shareholders’ vote with respect to the compensation of the company’s named executive officers were as follows:
| FOR | AGAINST | ABSTAINED | BROKER NON-VOTES | |||
| 113,793,417 | 7,530,123 | 93,839 | 4,672,249 |
Item 3 – The shareholders of the company ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the company’s fiscal year 2025. The results of the shareholders’ vote with respect to the ratification were as follows:
| FOR | AGAINST | ABSTAINED | ||
| 119,197,827 | 6,851,648 | 40,153 |
Item 4 – The shareholders approved the officer exculpation amendment to include an officer exculpation provision in the charter. The results of the shareholders’ vote with respect to the officer exculpation amendment were as follows:
| FOR | AGAINST | ABSTAINED | BROKER NON-VOTES | |||
| 102,375,907 | 18,973,856 | 67,616 | 4,672,249 |
Item 5 – The shareholders of the company did not approve a shareholder proposal regarding a report on GHG emissions reduction efforts. The results of the shareholders’ vote with respect to the shareholder proposal were as follows:
| FOR | AGAINST | ABSTAINED | BROKER NON-VOTES | |||
| 36,433,652 | 83,535,063 | 1,448,664 | 4,672,249 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to BJ’s Wholesale Club Holdings, Inc.’s Second Amended and Restated Certificate of Incorporation, effective June 20, 2025. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 20, 2025
| BJ’S WHOLESALE CLUB HOLDINGS, INC. | ||
| By: | /s/ Graham N. Luce | |
| Name: | Graham N. Luce | |
| Title: | Executive Vice President, Secretary | |