Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As contemplated by that certain amendment to the employment Agreement with
Christopher J. Baldwin, entered into on January 30, 2020, by and among BJ's
Wholesale Club Holdings, Inc. (the "Company"), BJ's Wholesale Club, Inc. and Mr.
Baldwin, Mr. Baldwin and the Company agreed that Mr. Baldwin's employment with
the Company will end on August 2, 2020 . On June 17, 2020, the Board of
Directors (the "Board") of the Company, upon the recommendation of the Board's
Nominating and Corporate Governance Committee, determined that, subsequent to
the end of his employment as Executive Chairman on August 2, 2020, Mr. Baldwin
will continue to serve as the Company's Chairman of the Board. As a result, Mr.
Baldwin will no longer serve as an executive officer of the Company following
August 2, 2020; however, his term as a director will remain unchanged by such
transition.
Also on June 17, 2020, effective immediately, the Board appointed Maile Clark to
its Audit Committee, having determined that she satisfies all applicable
requirements to serve on such committee, including without limitation the
applicable requirements of the New York Stock Exchange Listed Company Manual and
the Securities Exchange Act of 1934, as amended (collectively, "Applicable
Requirements"). The Board also appointed Ken Parent to its Executive
Compensation Committee, effective immediately, having previously determined he
satisfies all Applicable Requirements to serve on such committee.
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 6, 2020 (the "Proxy Statement"), on June 18, 2020, the
Company's stockholders voted at the Company's annual meeting of stockholders
(the "Annual Meeting") to approve an amendment (the "Declassification
Amendment") to the Company's Second Amended and Restated Certificate of
Incorporation (the "Charter") to declassify the Board. On June 22, 2020, the
Company filed the Certificate of Amendment to the Charter (the "Certificate of
Amendment") with the Secretary of State of the State of Delaware to effect the
Declassification 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.
The Company held its Annual Meeting on June 18, 2020. A total of 131,633,907
shares of the Company's common stock were present in person or represented by
proxy at the Annual Meeting, representing approximately 95.03% of the Company's
common stock outstanding as of April 27, 2020, 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 stockholders of the Company elected Maile Clark and Thomas A.
Kingsbury as Class II directors to hold office until the Company's annual
meeting of stockholders to be held in 2023 and until their respective successors
have been duly elected and qualified. The results of the stockholders' vote with
respect to the election of each Class II director were as follows:
FOR WITHHELD BROKER NON-VOTES
Maile Clark 126,685,752 818,686 4,129,469
Thomas A. Kingsbury 126,673,462 830,976 4,129,469
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Item 2 - The stockholders of the Company ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm for the fiscal year ending January 30, 2021. The results of the
stockholders' vote with respect to the ratification were as follows:
FOR AGAINST ABSTAINED BROKER NON-VOTES
128,442,070 3,151,990 39,847 0
Item 3 - The stockholders approved, on an advisory (non-binding) basis, the
compensation of the Company's named executive officers. The results of the
stockholders' vote with respect to the compensation of the Company's named
executive officers were as follows:
FOR AGAINST ABSTAINED BROKER NON-VOTES
122,691,745 4,763,605 49,088 4,129,469
Item 4 - The stockholders approved the Declassification Amendment. The results
of the stockholders' vote with respect to the Declassification Amendment were as
follows:
FOR AGAINST ABSTAINED BROKER NON-VOTES
127,432,462 55,195 16,781 4,129,469
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of BJ's Wholesale Club Holdings, Inc.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL with
applicable taxonomy extension information contained in Exhibits
101.*)
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