BJ's Wholesale Club shareholders approve officer exculpation, reject GHG proposal at annual meeting

BJ's Wholesale Club Holdings, Inc.

All 10 director nominees elected with majority support; broker non-votes ~4.67M.
Advisory say-on-pay approved with ~93.7% of votes cast (113.8M for, 7.5M against).
Ratification of PwC as auditor for FY2025 passed with ~94.6% of shares voted.
Officer exculpation amendment approved with ~84.2% of votes cast; effective June 20, 2025.
Shareholder proposal on GHG emissions reduction report rejected with ~69.6% against.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BJ's Wholesale Club Holdings, Inc.: Approved and effected an officer exculpation amendment to the second amended and restated certificate of incorporation to permit exculpation of officers as permitted by Delaware law (effective 2025-06-20).

Change: charter amendment
Effective: 2025-06-20

Exact text from the filing

On June 20, 2025, the company filed a certificate of amendment to the charter (the “certificate of amendment”) with the Secretary of State of the State of Delaware to effect the officer exculpation amendment.

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BJ's Wholesale Club Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-061197

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