BJ’s Wholesale Club (BJ) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 19, 2025, in a virtual format; shareholders of record as of April 28, 2025, are eligible to vote on key proposals.

• Board recommends voting for all director nominees, executive compensation, auditor ratification, and a charter amendment, but against a shareholder ESG proposal.

• Proxy materials and annual report are available online; multiple voting methods are provided for shareholder convenience.

Voting matters and shareholder proposals

• Proposals include election of ten directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, amendment to the charter for officer exculpation, and a shareholder proposal on GHG emissions reporting.

• Board recommends voting for all management proposals and against the shareholder GHG emissions report proposal.

• Shareholder proposal requests a report on GHG emissions reduction efforts; board opposes, citing resource burden and regulatory uncertainty.

Board of directors and corporate governance

• Nine of ten director nominees are independent; board leadership includes a combined chairman/CEO and a lead independent director.

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

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

• Director compensation increased in 2024; new deferral options for equity and cash retainers introduced.