8-K - BJ - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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) February 3, 2023

BJ’S WHOLESALE CLUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-38559	45-2936287
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)	350 Campus Drive
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Marlborough, Massachusetts	01752
(Address of principal executive offices)	(Zip Code)

(774) 512-7400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, 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 February 3, 2023, Tom Kingsbury informed the Board of Directors (the “Board”) of BJ’s Wholesale Club Holdings, Inc. (the “Company”) that he will resign from the Board. His decision was not a result of any disagreement or any matter relating to the Company’s operations, policies or practices. Mr. Kingsbury’s resignation became effective on February 7, 2023.

Item 7.01	Regulation FD Disclosure.

On February 8, 2023, the Company issued a press release announcing Mr. Kingsbury’s resignation. 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 February 8 , 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 8, 2023

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

Document

PRESS RELEASE

BJ’s Wholesale Club Announces Change to Board of Directors

Tom Kingsbury to step down from the Board

MARLBOROUGH, Mass. (February 8, 2023) – BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) (“BJ’s” or the “Company”) today announced that Tom Kingsbury has resigned from its Board of Directors (“Board”) effective February 7, 2023. The announcement comes as Mr. Kingsbury re-assesses his board commitments in light of his recent appointment as Chief Executive Officer of Kohl’s Corporation (“Kohl’s”).

Mr. Kingsbury joined the Company’s Board in February 2020 and was also a member of the Compensation Committee.

“Tom has brought a wealth of retail knowledge and a track record of driving shareholder value which have served as meaningful contributions to our Board and the Company,” said Chris Baldwin, Chairman of the Board. “On behalf of our Board and the BJ’s management team, we thank Tom for his leadership and counsel over the years and wish him all the best at Kohl’s.”

Mr. Kingsbury stated, “The past three years have been an exciting time of growth at BJ’s, and it has been a pleasure serving on its Board with my fellow directors. During my tenure, I have watched the management team navigate extraordinary challenges with proficiency and grace, ultimately strengthening the Company at its core. I have confidence in BJ’s and its bright future ahead.”

The Board intends to identify a new director in due course, in addition to the position recently vacated by Judy Werthauser. The Board regularly evaluates its own makeup, striving for a proper combination of skillsets and diversity of experience and thought to successfully govern the Company’s execution of its strategic priorities.

About BJ’s Wholesale Club Holdings, Inc.

Headquartered in Marlborough, Massachusetts, BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) is a leading operator of membership warehouse clubs in the Eastern United States focused on delivering significant value to its members. The Company provides a curated assortment of grocery, general merchandise, gasoline and other ancillary services to offer a differentiated shopping experience that is further enhanced by its omnichannel capabilities. Since pioneering the warehouse club model in New England in 1984, the Company currently operates 235 clubs and 164 BJ’s Gas® locations in 18 states. For more information, please visit us at www.bjs.com or on Facebook, Twitter or Instagram.

Investor Contact:

Catherine Park

Vice President, Investor Relations

cpark@bjs.com

(774) 512-6744

Media Contact:

Peter Frangie

Vice President, Corporate Communications

pfrangie@bjs.com

(774) 512-6978