8-K - BJ - Equibles

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) April 14, 2020

BJ’S WHOLESALE CLUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38559			45-2936287
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)			(IRS Employer<br><br>Identification No.)
25 Research Drive,			01581
Westborough,	MA
(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 or to be 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 Arrangement of Certain Officers.

On April 14, 2020, Jonathan A. Seiffer informed the Board of Directors (the “Board”) of BJ’s Wholesale Club Holdings, Inc. (the “Company”) that he will resign from the Board at the end of his current term, which expires at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), and, accordingly, he will not stand for re-election at the Annual Meeting. Mr. Seiffer’s decision was not a result of any disagreement or any matter relating to the Company’s operations, policies, or practices.

Item 7.01	Regulation FD Disclosure.

On April 15, 2020, the Company issued a press release announcing that Mr. Seiffer will resign as of, and not stand for re-election at, the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br>No.	Description
99.1	Press release of BJ’s Wholesale Club Holdings, Inc. dated April 15, 2020.

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: April 15, 2020

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

		Exhibit

BJ’s Wholesale Club Holdings, Inc. Announces Change to Board of Directors

WESTBOROUGH, Mass. (April 15, 2020) - BJ’s Wholesale Club, Inc. (NYSE: BJ) (the “Company” or “BJ’s”), a leading operator of membership warehouse clubs in the Eastern United States, announced today that Jonathan A. Seiffer informed the Company’s Board of Directors (the “Board”) that he will resign from the Board at the end of his current term and, accordingly, will not stand for re-election at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”).

“On behalf of our Board of Directors and senior management, I would like to thank Jon for his dedication and contributions to our company over the last nine years,” said Christopher J. Baldwin, Executive Chairman of the Company. “Jon’s extensive business and leadership experience played a pivotal role in driving BJ’s transformation.”

Mr. Seiffer is a Senior Partner at Leonard Green and has served as a director of the Company since 2011.

Mr. Seiffer’s current term as director will expire as of the date of the Annual Meeting, which is scheduled for June 18, 2020. Following the Annual Meeting, the Company’s Board of Directors will be comprised of nine directors and will no longer include directors from the Company’s former private-equity sponsors.

About BJ’s Wholesale Club Holdings, Inc.

Headquartered in Westborough, Massachusetts, BJ's Wholesale Club Holdings, Inc. is a leading operator of membership warehouse clubs in the Eastern United States. The company currently operates 218 clubs and 145 BJ's Gas® locations in 17 states.

Media Contact:

Kristy Houston

Senior Director, Corporate Communications

(774) 512 - 5086

khouston@bjs.com

Investor Contact:

Faten Freiha

Vice President, Investor Relations

(774) 512 - 6320

ffreiha@bjs.com