Ollie's Bargain Outlet (OLLI) Proxy filing summary

Executive summary

• Achieved record store openings in fiscal 2025, ending with 645 locations across 34 states and targeting 1,300 stores long-term.

• Maintained a strong balance sheet with robust cash generation and no meaningful long-term debt, supporting continued growth and share repurchases.

• Expanded customer base through loyalty program enhancements and digital marketing initiatives.

• Returned $126.9 million to shareholders via repurchase of 1,276,428 shares and authorized a new $300 million repurchase plan through March 2029.

• Entered fiscal 2026 with confidence in the business model, emphasizing governance and compensation practices aligned with long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of 10 directors, (2) non-binding advisory vote on executive compensation (say-on-pay), and (3) ratification of KPMG LLP as independent auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

• Majority voting standard in uncontested elections; no supermajority provisions.

• Shareholder proposals for the next annual meeting must be received by December 31, 2026.

Board of directors and corporate governance

• Board consists of 10 directors: 8 independent, plus Executive Chairman and CEO; all directors elected annually (declassified board).

• Board diversity includes at least three members who self-identify as diverse, with two identifying as female.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Annual board and committee self-evaluations; Rooney Rule adopted for director searches.

• No director serves on more than two other public company boards.