BJ’s Wholesale Club (BJ) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 19, 2025, in a virtual format, with shareholders of record as of April 28, 2025, eligible to vote on key proposals.

• Proposals include electing ten directors, advisory approval of executive compensation, ratification of the auditor, a charter amendment for officer exculpation, and a shareholder ESG proposal.

• The board recommends voting for all management proposals and against the shareholder ESG proposal.

Voting matters and shareholder proposals

• Proposal 1: Election of ten director nominees, all currently serving, for one-year terms.

• Proposal 2: Advisory (non-binding) approval of named executive officer compensation (say-on-pay).

• Proposal 3: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025.

• Proposal 4: Amendment to the charter to include an officer exculpation provision, aligning officer protections with those of directors.

• Proposal 5: Shareholder proposal requesting a report on GHG emissions reduction efforts; board recommends voting against.

Board of directors and corporate governance

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

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

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

• No poison pill or supermajority vote requirements; annual election of directors.

• Director compensation increased in 2024, with higher retainers and equity awards; new deferral options for directors.