BJ's Wholesale Club CFO Departs; Interim Appointed

TL;DR

BJ's CFO Robert D'Agostino is out as of June 21, William Fast is interim CFO.

AI Summary

BJ's Wholesale Club Holdings, Inc. announced on June 20, 2024, the departure of its Chief Financial Officer, Robert W. D'Agostino, effective June 21, 2024. The company also announced the appointment of William R. Fast as interim CFO. Additionally, BJ's Wholesale Club Holdings, Inc. reported on matters submitted to a vote of security holders and provided updates on executive compensation arrangements.

Why It Matters

The departure of a CFO can signal changes in financial strategy or performance, and the appointment of an interim CFO suggests a transition period for the company's financial leadership.

Risk Assessment

Risk Level: medium — Changes in key financial leadership can introduce uncertainty regarding future financial performance and strategic direction.

Key Players & Entities

• BJ's Wholesale Club Holdings, Inc. (company) — Registrant
• Robert W. D'Agostino (person) — Departing Chief Financial Officer
• William R. Fast (person) — Interim Chief Financial Officer
• June 20, 2024 (date) — Report date
• June 21, 2024 (date) — Effective date of departure

FAQ

Key Financial Figures

• $0.01 B — ch registered Common Stock, par value $0.01 BJ New York Stock Exchange Indicate by
• $100,000 — eceive: (i) annual cash compensation of $100,000 for his service as a director and reimb
• $10,000 — board; (ii) annual cash compensation of $10,000 for his service as a member of the NCG
• $180,000 — alue equal to a prorated portion of the $180,000 annual grant made to non-employee direc

Filing Documents

• tm2417683d1_8k.htm (8-K) — 46KB
• tm2417683d1_ex99-1.htm (EX-99.1) — 7KB
• tm2417683d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• tm2417683d1_ex99-1img002.jpg (GRAPHIC) — 3KB
• 0001104659-24-073721.txt ( ) — 242KB
• bj-20240620.xsd (EX-101.SCH) — 3KB
• bj-20240620_lab.xml (EX-101.LAB) — 33KB
• bj-20240620_pre.xml (EX-101.PRE) — 22KB
• tm2417683d1_8k_htm.xml (XML) — 3KB

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 20, 2024, the Board of Directors (the "board") of BJ's Wholesale Club Holdings, Inc. (the "company"), following the annual meeting (as defined below), appointed Dave Burwick as a member of the board, effective immediately, to serve until the company's annual meeting of shareholders to be held in 2025, or upon the election and qualification of a successor director. The board also appointed Mr. Burwick to its Nominating and Corporate Governance Committee (the "NCG Committee"). Mr. Burwick has broad experience as a public company senior executive and chief executive officer across various retail-focused market sectors and has a strong history of leading growth companies. He served as President and Chief Executive Officer of Boston Beer Company, Inc., an alcohol beverage company, from April 2018 to March 2024. Additionally, Mr. Burwick served as a director of Boston Beer Company, Inc. from May 2005 to March 2024, and as a member of its compensation and nominating/governance committees from 2005 to 2018. Prior to becoming President and Chief Executive Officer of Boston Beer Company, Inc., Mr. Burwick served as President and Chief Executive Officer of Peet's Coffee & Tea, Inc., a specialty coffee and tea company, from December 2012 to April 2018, and as President of North America for WW International, Inc., a leading provider of weight management services, from April 2010 to December 2012. Mr. Burwick also spent 20 years at PepsiCo, Inc. in a range of senior executive roles, including Senior Vice President and Chief Marketing Officer for Pepsi-Cola North America. Currently, Mr. Burwick serves as a director of Deckers Outdoor Corporation, a publicly held footwear design and distribution company, and sits on its talent and compensation committee. Additionally, Mr. Burwick joined the board of directors of The

07 Submission

Item 5.07 Submission of Matters to a Vote of Security Holders. At the company's annual meeting of shareholders on June 20, 2024 (the "annual meeting"), a total of 126,965,492 shares of the company's common stock were present in person or represented by proxy, representing approximately 95.60% of the company's common stock outstanding as of April 29, 2024, the record date. The voting results for the proposals considered and voted upon at the annual meeting, each of which were described in the company's definitive proxy statement, filed with the SEC on May 9, 2024, are set forth below. Item 1 – The shareholders of the company elected Darryl Brown, 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 2025 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 119,349,790 3,124,063 4,491,639 Bob Eddy 118,973,295 3,500,558 4,491,639 Michelle Gloeckler 119,766,424 2,707,429 4,491,639 Maile Naylor 119,744,955 2,728,898 4,491,639 Steve Ortega 122,206,518 267,335 4,491,639 Ken Parent 118,542,556 3,931,297 4,491,639 Chris Peterson 119,981,084 2,492,769 4,491,639 Marie Robinson 122,232,748 241,105 4,491,639 Rob Steele 120,123,880 2,349,973 4,491,639

– The shareholders approved, on an

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 115,903,906 6,455,926 114,021 4,491,639 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 202 4. The results of the shareholders' vote with respect to the ratification were as follows: FOR AGAINST ABSTAINED 120,759,141 6,159,573 46,778

01 Regulation

Item 7.01 Regulation FD Disclosure. On June 21, 2024, the company issued a press release announcing that Mr. Burwick has been appointed to the board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 99.1 Press release of BJ's Wholesale Club Holdings, Inc., dated June 21, 2024. 104 Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

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 21, 2024 BJ'S WHOLESALE CLUB HOLDINGS, INC. By: /s/ Graham N. Luce Name: Graham N. Luce Title: Executive Vice President, Secretary

View Full Filing

View this 8-K filing on SEC EDGAR