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Item 9A. Controls and Procedures

2022-03-17 compared with 2021-03-19 · 68 added, 70 removed, 83 unchanged (62% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of January 30, 2021, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of January 29, 2022, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The Company’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Our internal control over financial reporting includes those policies and procedures that:

4 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 30, 2021.

In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of January 30, 2021, our internal control over financial reporting was effective.

The report of our independent registered public accounting firm regarding our internal control over financial reporting is set forth on page 49 of this Annual Report on Form 10-K under the caption "Report of Independent Registered Public Accounting Firm" and is incorporated herein by reference.

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of January 30, 2021.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 29, 2022.

Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of January 29, 2022, our internal control over financial reporting was effective.

The report of our independent registered public accounting firm regarding our internal control over financial reporting is set forth in this Annual Report on Form 10-K under the caption "Report of Independent Registered Public Accounting Firm" and is incorporated herein by reference.

Other Information

The information required by Items 10-14 will be set forth in our Definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Exchange Act not later than 120 days after the end of the fiscal year covered by this report (the "2021 Proxy Statement"), and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

The information required by Items 10-14 will be set forth in our Definitive Proxy Statement for our 2022 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act not later than 120 days after the end of the fiscal year covered by this report (the "2022 Proxy Statement"), and is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to the 2021 Proxy Statement.

The information required by this item, other than the information about our executive officers contained in the discussion entitled "Information about our Executive Officers" in Part I of this Annual Report on Form 10-K, is incorporated by reference to the 2022 Proxy Statement.

Executive Compensation

3 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the 2021 Proxy Statement.

The information required by this item is incorporated by reference to the 2022 Proxy Statement.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the 2022 Proxy Statement.

Exhibits and Financial Statement Schedules

(1) Financial Statements

Exhibits and Financial Statement Schedules

(1) Financial Statements

We include this portion of Item 15 under Item 8 of this Annual Report on Form 10-K.

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All schedules are omitted as the required information is either not present, not present in material amounts or presented within the consolidated financial statements or related notes.

(3) Exhibits

The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings.

Exhibit Number

Exhibit Description

Second Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2020 and incorporated herein by reference).

Second Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Description of Company’s Securities (filed herewith).

Amended and Restated Credit Agreement among BJ’s Wholesale Club, Inc., the Company, Wells Fargo Bank, National Association, as administrative agent and the other lenders and issuers party thereto from time to time, dated as of February 3, 2017 (previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

Exhibit Number Exhibit Description

3.1 Second Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

First Amendment to Amended and Restated Credit Agreement by and among BJ’s Wholesale Club, Inc., the Company, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto, dated as of August 17, 2018 (previously filed as Exhibit 10.1(a) to the Company’s Registration Statement on Form S-1 (File No.

3.1.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2020 and incorporated herein by reference).

3.2 Second Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

First Lien Term Loan Credit Agreement among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, dated as of February 3, 2017 (previously filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No.

4.1 Description of Company’s Securities (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K on March 19, 2021 and incorporated herein by reference).

10.1 Amended and Restated Credit Agreement among BJ’s Wholesale Club, Inc., the Company, Wells Fargo Bank, National Association, as administrative agent and the other lenders and issuers party thereto from time to time, dated as of February 3, 2017 (previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Refinancing Amendment to First Lien Term Loan Credit Agreement by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, dated as of August 13, 2018 (previously filed as Exhibit 10.2(a) to the Company’s Registration Statement on Form S-1 (File No.

10.1.1 First Amendment to Amended and Restated Credit Agreement by and among BJ’s Wholesale Club, Inc., the Company, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto, dated as of August 17, 2018 (previously filed as Exhibit 10.1(a) to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Second Refinancing Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of January 29, 2020 (previously filed as Exhibit 10.2.2 to the Company’s Annual Report on Form 10-K on March 19, 2020 and incorporated herein by reference).

Co-Brand Credit Card Program Agreement by and between Comenity Capital Bank and BJ’s Wholesale Club, Inc., dated as of June 5, 2014 (previously filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No.

10.2 First Lien Term Loan Credit Agreement among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, dated as of February 3, 2017 (previously filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

10.3.1†

Amendment No.

2 to Co-Brand Credit Card Program Agreement by and between Comenity Capital Bank and BJ’s Wholesale Club, Inc., dated as of January 16, 2015 (previously filed as Exhibit 10.3(a) to the Company’s Registration Statement on Form S-1 (File No.

10.2.1 Refinancing Amendment to First Lien Term Loan Credit Agreement by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent, dated as of August 13, 2018 (previously filed as Exhibit 10.2(a) to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

10.3.2†

Amendment No.

3 to Co-Brand Credit Card Program Agreement by and between Comenity Capital Bank and BJ’s Wholesale Club, Inc., dated as of June 28, 2016 (previously filed as Exhibit 10.3(b) to the Company’s Registration Statement on Form S-1 (File No.

10.2.2 Second Refinancing Amendment to First Lien Term Loan Credit Agreement, by and among BJ’s Wholesale Club, Inc., the Company, the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent, dated as of January 29, 2020 (previously filed as Exhibit 10.2.2 to the Company’s Annual Report on Form 10-K on March 19, 2020 and incorporated herein by reference).

10.3# Employment Agreement between Lee Delaney and BJ’s Wholesale Club, Inc., dated as of January 30, 2020 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38559) on February 4, 2020 and incorporated herein by reference).

10.4# Employment Agreement between Robert W.

Eddy and BJ’s Wholesale Club, Inc., dated as of January 30, 2011 (previously filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Employment Agreement between Lee Delaney BJ’s Wholesale Club, Inc., dated as of January 30, 2020 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38559) on February 4, 2020 and incorporated herein by reference).

Amended and Restated Employment Agreement between Brian Poulliot and BJ’s Wholesale Club, Inc., dated as of December 6, 2018 (previously filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Employment Agreement between Scott Kessler and BJ’s Wholesale Club, Inc., dated as of May 30, 2017 (previously filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of January 20, 2019 (filed herewith).

Fourth Amended and Restated 2011 Stock Option Plan of the Company, effective as of March 24, 2016 (previously filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No.

Eddy and BJ’s Wholesale Club, Inc., dated as of May 10, 2021 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38559) on May 14, 2021 and incorporated herein by reference).

10.5# Employment Agreement between Laura L.

Felice and BJ’s Wholesale Club, Inc., dated as of May 10, 2021 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-38559) on May 14, 2021 and incorporated herein by reference).

10.6# Employment Agreement between William C.

Werner and BJ's Wholesale Club, Inc.

dates as of May 10, 2021 (previously filed as Exhibit 10.3 to the Company's Current Report on Form 8-K (File No.

001-38559) on May 14, 2021 and incorporated herein by reference).

10.7# Employment Agreement between Jeff Desroches and BJ's Wholesale Club, Inc.

dated as of April 8, 2018 (filed herewith).

10.8# Employment Agreement between Paul Cichocki and BJ's Wholesale Club, Inc., dated as of January 30, 2020 (previously filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K on March 19, 2021 and incorporated herein by reference).

10.9# Fourth Amended and Restated 2011 Stock Option Plan of the Company, effective as of March 24, 2016 (previously filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Amendment to the Fourth Amended and Restated 2011 Stock Option Plan of the Company, dated as of June 14, 2018 (previously filed as Exhibit 10.12(a) to the Company’s Registration Statement on Form S-1 (File No.

10.9.1# Amendment to the Fourth Amended and Restated 2011 Stock Option Plan of the Company, dated as of June 14, 2018 (previously filed as Exhibit 10.12(a) to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

2012 Director Stock Option Plan of the Company, effective as of April 13, 2012 (previously filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No.

10.10# 2012 Director Stock Option Plan of the Company, effective as of April 13, 2012 (previously filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Amendment to the 2012 Director Stock Option Plan of the Company, dated as of June 14, 2018 (previously filed as Exhibit 10.14(a) to the Company’s Registration Statement on Form S-1 (File No.

10.10.1# Amendment to the 2012 Director Stock Option Plan of the Company, dated as of June 14, 2018 (previously filed as Exhibit 10.14(a) to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

2018 Incentive Award Plan of the Company (previously filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No.

10.11# 2018 Incentive Award Plan of the Company (previously filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Employee Stock Purchase Plan of the Company (previously filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No.

10.12# Employee Stock Purchase Plan of the Company (previously filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

Non-Employee Director Compensation Policy of the Company (previously filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No.

10.13# Non-Employee Director Compensation Policy of the Company (previously filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

First Amendment to the Non-Employee Director Compensation Policy of the Company, effective as of October 1, 2020 (filed herewith).

Form of Indemnification Agreement for Executive Officers and Directors (previously filed as Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No.

10.13.1# First Amendment to the Non-Employee Director Compensation Policy of the Company, effective as of October 1, 2020 (previously filed as Exhibit 10.13.1 to the Company's Annual Report on Form 10-K on March 19, 2021 and incorporated herein by reference).

10.13.2# Second Amendment to the Non-Employee Director Compensation Policy of the Company, effective as of October 1, 2021 (filed herewith).

10.14# Form of Indemnification Agreement for Executive Officers and Directors (previously filed as Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (File No.

333-229593) on February 11, 2019 and incorporated herein by reference).

BJ’s Wholesale Club Annual Incentive Plan, effective as of January 29, 2017 (filed herewith).

First Amendment to BJ’s Wholesale Club Annual Incentive Plan, effective as of January 18, 2021 (filed herewith).

10.15# BJ’s Wholesale Club Annual Incentive Plan, effective as of January 29, 2017 (previously filed as Exhibit 10.15 to the Company's Annual Report on Form 10-K on March 19, 2021 and incorporated herein by reference).

10.15.1# First Amendment to BJ’s Wholesale Club Annual Incentive Plan, effective as of January 18, 2021 (previously filed as Exhibit 10.15.1 to the Company's Annual Report on Form 10-K on March 19, 2021 and incorporated herein by reference).

21.1 List of Subsidiaries of the Company (filed herewith).

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document (filed herewith)

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

Inline XBRL Taxonomy Extension Linkbase Document (filed herewith)

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith)

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

101.PRE Inline XBRL Taxonomy Extension Linkbase Document (filed herewith)

104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith).

# Represents management compensation plan, contract or arrangement.

Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions.

Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BJ’S WHOLESALE CLUB HOLDINGS, INC.

/s/ Lee Delaney

BJ’S WHOLESALE CLUB HOLDINGS, INC.

/s/ Robert W.

President & Chief Executive Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

/s/ Lee Delaney

/s/ Robert W.

Director, President & Chief Executive Officer

1 unchanged sentence

March 17, 2022

/s/ Robert W.

Executive Vice President, Chief Financial and Administrative Officer

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

March 17, 2022

/s/ Joseph McGrail

Joseph McGrail

Senior Vice President, Controller

3 unchanged sentences

Christopher J.

Executive Chairman

March 17, 2022

/s/ Darryl Brown

March 17, 2022

/s/ Maile Clark

11 unchanged sentences

/s/ Robert Steele

Robert Steele  

March 17, 2022

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures