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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
June 18, 2026
BJ’S WHOLESALE CLUB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38559 |
|
45-2936287 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 350
Campus Drive, | | |
| Marlborough, Massachusetts | | 01752 |
| (Address of principal executive offices) | | (Zip Code) |
| |
|
(774) 512-7400 |
|
|
| |
|
(Registrant’s
telephone number, including area code) |
|
|
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 |
BJ |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Explanatory Note
This Current Report on Form
8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by BJ’s Wholesale Club Holdings, Inc. (the “Company”)
with the U.S. Securities and Exchange Commission on June 18, 2026 (the “Original Form 8-K”). The Original Form 8-K reported
the final voting results of the Company’s 2026 Annual Meeting of Shareholders held on June 18, 2026 (the “Annual Meeting”).
The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding
whether non-binding shareholder advisory votes on the compensation of our named executive officers (the “Say-on-Pay Vote”)
should be held every one, two, or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Original
Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously reported in
the Original Form 8-K, in an advisory vote held at the Annual Meeting on the Say-on-Frequency Proposal, the Company’s shareholders
expressed their preference for a Say-on-Pay Vote to be conducted every year. In light of these results, and consistent with the Company’s
Board of Directors’ (the “Board”) recommendation in the Company’s proxy statement for the Annual Meeting, the
Company determined that it will hold future Say-on-Pay Votes on an annual basis until the next Say-on-Frequency Proposal vote (which will
be held no later than the Company’s 2032 annual meeting of shareholders) or until the Board otherwise determines a different frequency
of Say-on-Pay Votes.
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:
October 15, 2026
| |
BJ’S WHOLESALE CLUB HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Graham N. Luce |
| |
Name: |
Graham N. Luce |
| |
Title: |
Executive Vice President, Secretary |
