BJ’s Wholesale Club (BJ) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 18, 2026, with shareholders of record as of April 27, 2026, eligible to vote on key proposals, including director elections, executive compensation, auditor ratification, and three shareholder proposals.

• The board recommends voting for all director nominees, for executive compensation and auditor ratification, for annual say-on-pay votes, and against all shareholder proposals.

• Nine of ten director nominees are independent, and the board emphasizes strong governance, annual elections, and robust shareholder engagement.

Voting matters and shareholder proposals

• Proposals include election of ten directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, ratification of PricewaterhouseCoopers LLP as auditor, and three shareholder proposals (majority voting, GHG emissions report, deforestation report).

• The board recommends voting for all directors, for executive compensation, for annual say-on-pay, for auditor ratification, and against all shareholder proposals.

• Shareholder proposals address majority voting standards, GHG emissions reporting, and deforestation risk in private-label supply chains; the board opposes each, citing governance, cost, and operational concerns.

Board of directors and corporate governance

• Nine of ten directors are independent; the board is led by a combined chairman/CEO, with a lead independent director providing oversight.

• Board committees (audit, compensation, nominating/governance) are fully independent and have defined charters.

• Directors bring diverse expertise in finance, operations, marketing, technology, and supply chain.

• Annual board and committee evaluations, stock ownership guidelines, and a clawback policy are in place.