{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-061197","form_type":"8-K","ticker":"BJ","cik":"0001531152","company_name":"BJ's Wholesale Club Holdings, Inc.","filed_at":"2025-06-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.648802+00:00","generated_at":"2026-05-19T01:19:51.583640+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"BJ's Wholesale Club shareholders approve officer exculpation, reject GHG proposal at annual meeting","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-061197","json":"https://secwatch.observer/filing/0001104659-25-061197.json","markdown":"https://secwatch.observer/filing/0001104659-25-061197.md","text":"https://secwatch.observer/filing/0001104659-25-061197.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1531152/000110465925061197/0001104659-25-061197-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1531152/000110465925061197/tm2518500d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-19T01:19:51.583640+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"65836c5c03709348281426ff23877e90075252e7","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1531152/000110465925061197/0001104659-25-061197-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-06-20"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}