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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)
September 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Settlement Awards
In connection with the previously
disclosed settlement of credit card interchange fee litigation in which BJ’s Wholesale Club Holdings, Inc. (the “Company”)
was a plaintiff, on September 22, 2026, the Compensation Committee of the Company’s Board of Directors approved one-time awards
for Laura Felice, the Company’s Executive Vice President, Chief Financial Officer, and Bill Werner, then the Company’s Executive
Vice President, Strategy and Development, in recognition of their respective contributions to successfully resolving the matter. Ms. Felice’s
award consisted of a lump sum cash payment of $250,000 and Mr. Werner’s award consisted of (i) a lump sum cash payment of $500,000
and (ii) restricted stock units (“RSUs”) granted on September 30, 2026, with a grant-date value of $500,000. Mr. Werner’s
RSUs will vest in full on the second anniversary of the grant date, assuming his continued service through that date.
Promotion and Compensation Adjustment
On October 8, 2026, the Company
announced the promotion of Bill Werner, formerly Executive Vice President, Strategy and Development, to Executive Vice President, Chief
Development Officer, effective on the same date. In his new role, Mr. Werner will assume additional responsibilities for managing the
Company’s business to business operations in addition to his current responsibilities leading growth strategies across the Company’s
real estate and fuel operations.
In connection with his expanded responsibilities, Mr. Werner’s
annual base salary was increased to $800,000. Mr. Werner’s employment agreement, dated as of May 10, 2021, remains unchanged and
in effect.
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 |
