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  4. [8-K] BJ's Wholesale Club Holdings, Inc. Reports Material Event

Shareholders back BJ’s Wholesale (NYSE: BJ) board, pay plan and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BJ’s Wholesale Club Holdings, Inc. reported the results of its annual shareholder meeting. A total of 122,261,551 shares were represented, about 95.75% of common stock outstanding as of April 27, 2026, indicating very high participation.

Shareholders elected all ten director nominees, each receiving over 106 million votes in favor. They also approved, on an advisory basis, the compensation of named executive officers and chose to hold future advisory votes on executive pay every one year.

Investors ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, with over 112 million votes in favor. A shareholder proposal to adopt a majority voting standard was not approved, drawing 32.3 million votes for and 85.6 million against. Two environmental-related shareholder proposals were withdrawn and not voted.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 122,261,551 shares Present or by proxy at June 18, 2026 annual meeting
Participation rate 95.75% Portion of common stock outstanding as of April 27, 2026 represented
Say-on-pay support 109,631,661 votes for Advisory approval of named executive officer compensation
Annual frequency votes 116,242,380 votes for one year Preferred frequency of future say-on-pay votes
Auditor ratification support 112,272,509 votes for Ratification of PricewaterhouseCoopers LLP for fiscal 2026
Majority voting proposal 32,310,275 for vs 85,579,217 against Shareholder proposal to adopt majority voting standard
Highest director support 111,524,496 votes for Votes for director nominee Marie Robinson
annual meeting of shareholders financial
"At the BJ’s Wholesale Club Holdings, Inc. (the “company”) annual meeting of shareholders on June 18, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
named executive officers financial
"The shareholders approved, on an advisory (non-binding) basis, the compensation of the company’s named executive officers."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
broker non-votes financial
"The results of the shareholders’ vote with respect to the election of each director were as follows ... BROKER NON-VOTES"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the company’s fiscal year 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
majority voting standard financial
"a shareholder proposal regarding adopting a majority voting standard."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What key items did BJ (BJ's Wholesale Club) shareholders approve at the 2026 annual meeting?
Shareholders approved all ten director nominees, endorsed executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026. They also supported holding say-on-pay votes every one year going forward.

How many BJ shares were represented at the June 18, 2026 shareholder meeting?
A total of 122,261,551 BJ shares were present in person or by proxy, representing about 95.75% of common stock outstanding as of April 27, 2026. This high turnout indicates broad shareholder participation in governance decisions.

What did BJ shareholders decide about executive compensation and its voting frequency?
BJ shareholders approved, on a non-binding basis, the compensation of named executive officers with 109,631,661 votes for and 8,290,888 against. They also favored holding future advisory pay votes every one year, with 116,242,380 votes supporting the annual frequency.

Did BJ shareholders adopt a majority voting standard for director elections?
No, the shareholder proposal to adopt a majority voting standard was not approved. It received 32,310,275 votes for and 85,579,217 against, with 138,951 abstentions and 4,233,108 broker non-votes, so the existing voting standard remains in place.

Which auditor did BJ shareholders ratify for fiscal 2026 and by what margin?
Shareholders ratified PricewaterhouseCoopers LLP as BJ’s independent registered public accounting firm for fiscal 2026. The vote was 112,272,509 shares for, 9,666,398 against, and 322,644 abstaining, indicating strong support for retaining the current auditor.

What happened to the BJ shareholder proposals on GHG emissions and deforestation reports?
Two shareholder proposals, one seeking a report on greenhouse gas emissions reduction efforts and another on deforestation in BJ’s own-brand supply chain, were withdrawn by their proponents. Because they were withdrawn, they were not presented or voted on at the meeting.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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. ¨

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

At the BJ’s Wholesale Club Holdings, Inc. (the “company”) annual meeting of shareholders on June 18, 2026 (the “annual meeting”), a total of 122,261,551 shares of the company’s common stock were present in person or represented by proxy, representing approximately 95.75% of the company’s common stock outstanding as of April 27, 2026, 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 2027 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   106,335,846    11,692,597    4,233,108 
Dave Burwick   110,217,678    7,810,765    4,233,108 
Bob Eddy   110,490,135    7,538,308    4,233,108 
Michelle Gloeckler   110,230,666    7,797,777    4,233,108 
Maile Naylor   109,878,049    8,150,394    4,233,108 
Steve Ortega   111,267,544    6,760,899    4,233,108 
Ken Parent   110,813,519    7,214,924    4,233,108 
Chris Peterson   109,067,164    8,961,279    4,233,108 
Marie Robinson   111,524,496    6,503,947    4,233,108 
Rob Steele   111,335,266    6,693,177    4,233,108 

 

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
109,631,661   8,290,888   105,894   4,233,108

 

Item 3 – The shareholders approved, on an advisory (non-binding) basis, the frequency of future votes on the compensation of the company’s named executive officers. The results of the shareholders’ vote with respect to the frequency of future votes on the compensation of the company’s named executive officers were as follows:

 

ONE YEAR   TWO YEARS   THREE YEARS   ABSTAINED   BROKER NON-VOTES
116,242,380   15,196   1,711,711   59,156   4,233,108

 

Item 4 – 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 2026. The results of the shareholders’ vote with respect to the ratification were as follows:

 

FOR   AGAINST   ABSTAINED
112,272,509   9,666,398   322,644

 

Item 5 – The shareholders of the company did not approve a shareholder proposal regarding adopting a majority voting standard. The results of the shareholders’ vote with respect to the shareholder proposal were as follows:

 

FOR   AGAINST   ABSTAINED   BROKER NON-VOTES
32,310,275   85,579,217   138,951   4,233,108

 

Item 6 – A shareholder proposal regarding a report on GHG emissions reduction efforts was withdrawn by the proponent. The shareholder proposal was not presented or voted on at the annual meeting.

 

Item 7 – A shareholder proposal regarding a report on deforestation in the company’s own-brand supply chain was withdrawn by the proponent. The shareholder proposal was not presented or voted on at the annual meeting.

 

 

 

 

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 18, 2026

 

  BJ’S WHOLESALE CLUB HOLDINGS, INC.
     
  By: /s/ Graham N. Luce
  Name: Graham N. Luce
  Title: Executive Vice President, Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

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