UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission 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 | |