Ollie's Bargain Outlet (OLLI) Proxy Filing summary

Executive summary

• Achieved net sales of $2.3 billion in fiscal 2024, a 10% increase excluding the prior year's 53rd week, with adjusted net income per share up 13% to $3.28 and operating margin expanded to 11.0%.

• Opened 50 new stores, expanded to 559 stores in 31 states, and launched a co-branded Visa card and a fourth distribution center to support Midwest growth.

• Returned $105.6 million to shareholders via stock repurchases and authorized a new $300 million repurchase plan through March 2029.

• Leadership transitions included the promotion of Eric van der Valk to CEO and John Swygert to Executive Chairman, completing the succession plan.

Voting matters and shareholder proposals

• Shareholders will vote to elect 10 directors, approve a non-binding advisory vote on executive compensation, approve a new 2025 Equity Incentive Plan, and ratify KPMG as the independent auditor.

• The 2025 Equity Incentive Plan is proposed to replace the expiring 2015 plan, with 2,303,000 new shares authorized and enhanced governance features.

• Stockholder proposals for the 2026 meeting must be submitted by January 1, 2026, with advance notice requirements detailed.

Board of directors and corporate governance

• Board expanded to 10 members, with a majority of independent directors and annual elections (fully declassified).

• Board diversity is emphasized, with at least three directors self-identifying as diverse, including two women.

• Committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors.

• Board and committees conduct annual self-evaluations and refreshment is considered regularly.

• Directors are subject to stock ownership guidelines and overboarding policies.