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Annual General Meeting · 2026-06-18
Executive readout · one minute
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Welcome to the 2026 Annual Shareholders Meeting for BJ's Wholesale Club Holdings, Inc. Here is Bob Eddy, President, Chief Executive Officer, and Board Chairman.
Good morning. It is 7 a.m. on June 18, 2026, and I call to order the company's 2026 Annual Meeting of Shareholders. The agenda and rules of conduct are posted on the meeting site. Polls are now open. You may vote online using your proxy control number. Polls will close after the proposals have been presented. Our general counsel, Graham Luce, will act as secretary of the meeting.
You can submit relevant questions through the meeting site using your control number. We will post responses on our investor relations page after the meeting. The board has appointed Broadridge as inspector of election, and Joseph McClelland of Broadridge will serve in that role. He is present and has confirmed a quorum. I will report preliminary voting results after the polls close.
There are five proposals for your consideration. The Board of Directors recommends a vote for Proposals 1, 2, and 4 for one year for Proposal 3 and against Proposal 5. Proposals 6 and 7, as listed in our proxy statement, have been withdrawn. Proposal 1 is the election of 10 directors to serve until the 2027 Annual Meeting of Shareholders and until their successors are elected and qualified. The nominees are Daryl Brown, Dave Berwick, Bob Eddy, Michelle Gleckler, Miley Naylor, Steve Ortega, Ken Parent, Chris Peterson, Marie Robinson, and Rob Steele. Proposal 2 is an advisory vote to approve our named executive officer's compensation as disclosed in the proxy statement. Proposal 3 is an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. Proposal 4 is the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our current year. A PwC representative is present. Proposal 5 is a shareholder proposal from John Shevedon requesting adoption of a majority voting standard. Mr. Shevedon will now present his statement in support of Proposal 5.
This is John Shevedon. Proposal 5, governed by majority vote, shows requests that the Board of Directors take each step necessary so that each voting requirement in our chartering bylaws that calls for a greater than a simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable items or a simple majority. This means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. This proposal includes that VJs shall state in its governance documents that shall not have any supermajority voting standards which includes default supermajority voting standards upon adoption of this proposal. Shows are willing to pay a premium for shares of companies to have requirements like those of BJ's have been found to be one of six entrenching mechanisms that are negatively related to company performance according to What Matters in Corporate Governance by Lucian Demchik of the Harvard Law School. Supermajority requirements can be used to block proposals supported by most shareholders. BJ's has a weak statement next to this proposal. It failed to give even one example of how supermajority voting requirements of, for instance, 67 percent, have ever purportedly benefited the shareholders of any company anywhere. This rolls with Topic 1 from 74 percent to 88 percent support at Warhauser, Alcoa, Waste Management, Goldman Sachs, First Energy, and Macy's. These votes would have been higher than 74 percent to 88 percent if more shareholders had access to independent proxy voting advice. This proposal topic also received an impressive 98% support at annual meetings of Domino's Pizza, FMC Corporation, ConocoPhillips, Masco Corporation, and Power Integrations without any special effort by the proponent. Please vote yes. Governed by majority, vote Proposal 5.
I want to vote against Proposal 5 for the reasons set out in our proxy statement. That concludes the proposals.
If you have not voted, please do so now as polls are closing.
It is now 7.06 a.m. on June 18, 2026. The polls are closed. The Inspector of Election will count the votes.
Based on the Inspector of Election's preliminary report, Daryl Brown, Dave Berwick, Bob Eddy, Michelle Gleckler, Miley Naylor, Steve Ortega, Ken Parent, Chris Peterson, Marie Robinson, and Rob Steele have been elected to serve as directors until our 2027 annual meeting. The compensation of our named executive officers has been approved. Shareholders recommend one year as the frequency of future advisory votes on the compensation of our named executive officers. The appointment of PricewaterhouseCoopers has been ratified. Shareholders did not approve Proposal 5. Final results will be filed with the SEC.
It's 7.07 a.m. and the formal portion of the meeting has concluded. We received one question from a shareholder and will respond on our investor website. We value the perspective of our shareholders and appreciate your participation. The meeting is now adjourned.
This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.
2:27 to 6:01 · One card per analyst, follow-ups included. Each plays from its start, and the one being answered is marked.
This is John Shevedon. Proposal 5, governed by majority vote, shows requests that the Board of Directors take each step necessary so that each voting requirement in our chartering bylaws that calls for a greater than a simple majority vote be replaced by a requirement for a majority of the votes cast for and against…
Bob Eddy: I want to vote against Proposal 5 for the reasons set out in our proxy statement. That concludes the proposals.