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 7:00 A.M. on June 18th, 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 One, Two, and Four, for one year for Proposal Three, and against Proposal Five. Proposals Six and Seven, as listed in our proxy statement, have been withdrawn. Proposal One 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 Darryl Brown, Dave Burwick, Bob Eddy, Michelle Gloeckler, Maile Naylor, Steven Ortega, Ken Parent, Chris Peterson, Marie Robinson, and Rob Steele. Proposal Two is an advisory vote to approve our named Executive Officers' compensation as disclosed in the proxy statement. Proposal Three is an advisory vote on the frequency of future advisory votes on the compensation of our named Executive Officers.
Proposal Four is the ratification of PricewaterhouseCoopers, LLP as our independent registered public accounting firm for our current year. A PwC representative is present. Proposal Five is a shareholder proposal from John Chevedden, requesting adoption of a majority voting standard. Mr. Chevedden will now present his statement in support of Proposal Five.
Hello, this is John Chevedden. Proposal Five, governed by majority vote, shows request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than 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 BJ’s shall state in its governance documents that it shall not have any super majority voting standards, which includes default super majority voting standards upon adoption of this proposal. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance.
The super majority voting 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 Bebchuk of the Harvard Law School. Super majority 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 super majority voting requirements of, for instance, 67%, have ever purportedly benefited the shareholders of any company anywhere. This proposal topic won from 74%-88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, and Macy's. These votes would have been higher than 74%-88% 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. Govern by majority vote Proposal Five.
The Board recommends a vote against Proposal Five 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 18th, 2026. The polls are closed. The Inspector of Election will count the votes.
Based on the Inspector of Election's preliminary report, Darryl Brown, Dave Burwick, Bob Eddy, Michelle Gloeckler, Maile Naylor, Steven 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 Five. Final results will be filed with the SEC.
It's 7:07 A.M. 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.