BJ's Wholesale Club Holdings, Inc. (BJ)
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AGM 2019

Jun 20, 2019

Christopher Baldwin
Chairman of the Board, BJ's Wholesale Club Holdings, Inc.

Good morning. I'm Chris Baldwin, the Chairman of the Board of BJ's Wholesale Club Holdings, Inc., and the Chairperson of today's meeting. Welcome to our 2019 Annual Meeting of Stockholders. Pleased to conduct this year's annual meeting both in person and virtually via the internet. Before I call the meeting to order, I'd like to introduce the other members of the Board and the Officers of the company who are with us today. The other members of the Board here today are Lead Independent Director, Robert Steele, Cameron Breitner, Nishad Chande, Kristofer Galashan, and Kenneth Parent, Christopher Peterson, Jonathan Seiffer, Judith Werthauser. Also here today are the following, Robert Eddy, our Executive Vice President, Chief Financial and Administrative Officer, Graham Luce, our Senior Vice President and Corporate Secretary.

I'd also like to introduce Melissa Palmer of PricewaterhouseCoopers, the company's independent auditor, who will be available to respond to questions, including via the ask a question function on the annual meeting webpage for those stockholders joining live via the internet. The meeting has now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of annual meeting proxy statement. For those stockholders who are attending this meeting in person, each of you have registered at the desk as you entered the meeting. When you entered the room, each of you should have received an agenda for the meeting. Rules of conduct for the meeting are on the back of the agenda. If you're joining the live webcast, when you join the meeting, an agenda should have become available at the bottom of your screen.

Also available at the bottom of your screen are the rules of conduct.

Graham Luce
SVP, General Counsel, and Secretary, BJ's Wholesale Club Holdings, Inc.

Our Board of Directors set April 29, 2019, as the record date for those stockholders entitled to vote at this meeting. We have a certified list of stockholders of the company as of the close of business on the record date who are entitled to notice of and to vote at this meeting. The list was available for inspection for 10 days prior to this meeting and is available at the entrance of this room for any stockholder attending in person wishing to inspect it. I also have an affidavit of mailing establishing that notice of this meeting was duly given to all stockholders of record of the company as of the close of business on April 29, 2019. A copy of the notice of meeting and the affidavit of mailing will be included with the minutes of this meeting.

At this time, I'd like to introduce Joseph McClelland, the representative of Broadridge Investor Communication Solutions. The Board of Directors has appointed a representative of Broadridge to act as Inspector of Election at today's meeting. Mr. McClelland has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. Mr. McClelland has informed me that a quorum is present, therefore, I declare this meeting to be fully constituted for the transaction of the

Christopher Baldwin
Chairman of the Board, BJ's Wholesale Club Holdings, Inc.

We'll now proceed with the formal business of the meeting. There are four proposals to be considered by the stockholders at this meeting. The company recommends that the stockholders vote for each of the first, second, and third proposals, and one year for the final proposal. The first item of business, the election of Nishad Chande, Christopher Peterson, and Judith Werthauser to serve as Class 1 directors of the company, to hold office until the annual meeting of stockholders to be held in 2022, and until their respective successors have been duly elected and qualified. Plurality of the votes cast, meaning that three nominees receiving the highest number of affirmative for votes, is the voting standard for this item of business and is required for each of the nominees to be elected as Class 1 directors.

In accordance with the advance notice provision in the bylaws of the company, the stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. I declare the nomination for directors closed. A motion to elect three directors is now in order. We will now move to the other proposals. The second item of business is the ratification of the audit committee's appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the 2019 fiscal year. The affirmative vote of the holders of a majority of voting power of the votes cast affirmatively or negatively, excluding abstentions at this annual meeting by the holders entitled to vote on this item of business, as required for the approval of this proposal.

The third item of business, the approval on an advisory non-binding basis of the compensation of our named executive officers, the Say on Pay vote. The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively, excluding abstentions at this annual meeting by the holders entitled to vote on this item of business is required for the approval of this proposal on an advisory non-binding basis. The fourth and final item of business is the approval on an advisory non-binding basis of the frequency of holding future Say on Pay votes. The affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions at this annual meeting by the holders entitled to vote on this item of business is required for the approval on an advisory non-binding basis of the frequency of future Say on Pay votes.

With respect to this item, if none of the frequency alternative received a majority vote, consider the frequency that receives the highest number of votes to be the frequency that has been recommended by our stockholder. That was the final proposal of today's meeting. Are there any questions on the proposals? If so, please raise your hand and wait to be recognized, or if you are joining the live webcast, you may submit any question via the Ask a Question function on the annual meeting webpage. We are happy to respond to any questions regarding the proposals. However, we will not be responding to questions on other topics at this time. You will be able to ask questions of management during the Q&A portion of today's meeting. There are no questions at this time.

The polls opened today, June 20, 2019, at 8:00 A.M. Eastern Time for the voting on all matters before the meeting. If you have not alreadyis by proxy written ballot for those attending this meeting in person, an online ballot for those attending the live webcast. You do not need to vote in person or by online ballot if you have already voted and do not wish to change your vote. If anyone joining the live webcast wishes to change their previously submitted vote or you have previously voted, you may do so now by clicking the Vote Here button found on the annual meeting webpage. Is there anyone present who now wants to vote in person? Time is now 8:06 A.M. on June 20th of 2019. The polls are now closed for voting. The Inspector of Elections will count the votes.

Based on the preliminary report of the Inspector of Elections, each of Nishad Chande, Christopher Peterson, and Judy Werthauser have been elected as directors to serve until our annual meeting to be held in 2022. The appointment of PricewaterhouseCoopers as our independent registered public accounting firm for our 2019 fiscal year has been ratified. Compensation of our named executive officers has been approved, and stockholders have voted for one year as the frequency of future Say on Pay votes. The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. It is now 8:07 A.M., and the formal portion of this meeting has concluded. The meeting is now adjourned.

Graham Luce
SVP, General Counsel, and Secretary, BJ's Wholesale Club Holdings, Inc.

Thank you very much. The management team and I are now available to answer any appropriate questions. Only stockholders will be able to ask questions. Please raise your hand to be recognized, or if you are joining the live webcast, you may submit any questions via the Ask a Question function on the annual meeting webpage. Each stockholder is limited to no more than three questions or comments, no more than two of which may be on any single topic, and each question or comment is limited to two minutes. We also remind you that we will not be making any remarks or answering any questions about our expected second fiscal quarter results or business developments at this time and invite you to read our second quarter earnings release and join our earnings call when available.

Before we respond to any questions or address any comments, please note that these remarks may include forward-looking statements that involve risks and uncertainty. Actual results could differ materially from those discussed. More information about important factors that could cause our actual results to differ materially from our expectations expressed in our forward-looking statements are included in the company's SEC filings, including the company's 2018 annual report on Form 10-K. Additionally, in response to your questions, we may reference certain non-GAAP financial measures that we believe provide useful information for our investors. Reconciliation of non-GAAP financial measures, where appropriate to the corresponding GAAP measures, can be found in the company's earnings releases and other filings with the SEC. Ladies and gentlemen, this concludes our annual meeting. I want to thank you for attending and for your interest in the affairs of BJ's Wholesale Club.