BJ's Wholesale Club Holdings, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock began trading on the NYSE under the symbol "BJ" on June 28, 2018. As of the end of business on March 10, 2022, the trading price of our common stock closed at $60.23 per share. Holders As of March 10, 2022, there were approximately seven record holders of our common stock. This number does not include beneficial owners whose shares were held in street name. Dividends We do not currently expect to pay any cash dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business and the repayment of debt or repurchase of common stock. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant. Performance Graph The following graph illustrates a comparison of the total cumulative return on our common stock with the total cumulative return for (i) the S&P 500 Index and (ii) the S&P 500 Retail Index for the period from June 28, 2018 (the date our common stock commenced trading on the NYSE) through January 29, 2022. The graph assumes an investment of $100 in our common 30 stock and in each index at market close on June 28, 2018 and the reinvestment of all dividends. The comparisons in the table are not intended to forecast or be indicative of possible future performance of our common stock. June 28, 2018 (1) February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022 BJ’s Wholesale Club, Inc. $ 100.00 $ 120.32 $ 93.27 $ 191.23 $ 263.32 S&P 500 100.00 99.64 118.75 136.74 163.16 S&P 500 Retail 100.00 95.22 113.80 159.89 168.32 (1) The Company commenced trading on June 28, 2018 and is presented as the starting point above. Issuer Purchases of Equity Securities Period Total Number of Shares (or Units) Purchased (3) Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Be Purchased Under the Plans of Programs (1) (2) October 31, 2021 - November 27, 2021 251,160 (3) $ 61.44 249,625 $ 500,000,000 November 28, 2021 - January 1, 2022 230,000 65.75 230,000 484,878,539 January 2, 2022 - January 29, 2022 221,342 61.88 221,342 471,181,442 Total 702,502 $ 62.99 700,967 $ 471,181,442 (1) On December 19, 2019, the Company’s board of directors authorized the repurchase of up to $250.0 million of the Company’s outstanding common stock from time to time as market conditions warrant. The share repurchase program was fully exhausted on November 17, 2021. 31 (2) On November 16, 2021, the Company’s board of directors approved a new share repurchase program (the "2021 Repurchase Program"), effective immediately, that allows the Company to repurchase up to $500.0 million of its outstanding common stock. The 2021 Repurchase Program expires in January 2025. (3) Includes 1,535 shares of common stock surrendered to the Company by team members between October 31, 2021 and November 27, 2021 to satisfy their tax withholding obligations in connection with the vesting of restricted stock awards. See Note 9 "Stock Incentive Plans" in the Notes to Audited Consolidated Financial Statements included in this Annual Report on Form 10-K. Recent Sales of Unregistered Securities None. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of January 29, 2022, regarding our common stock that may be issued under the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the "2018 Incentive Award Plan"), the Fourth Amended and Restated 2011 Stock Option Plan of BJ’s Wholesale Club Holdings, Inc. (f/k/a Beacon Holding Inc.), as amended (the "2011 Stock Option Plan"), the 2012 Director Stock Option Plan of BJ’s Wholesale Club Holdings, Inc. (f/k/a Beacon Holding Inc.), as amended (the "2012 Director Stock Option Plan") and the BJ’s Wholesale Club Holdings, Inc. Employee Stock Purchase Plan (the "ESPP"). Plan category: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted-average Exercise Price of Outstanding Options, Warrants, and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by shareholders 2018 Incentive Award Plan (1) 2,754,417 (2) $ 15.80 (3) 5,544,648 2011 Stock Option Plan 179,141 6.87 — 2012 Director Stock Option Plan 46,817 3.10 — ESPP (4) — 1,641,858 (5) Total equity compensation plans approved by shareholders 2,980,375 7,186,506 Equity compensation plans not approved by shareholders — — Total equity compensation plans approved and not approved by shareholders 2,980,375 7,186,506 (1) In connection with our IPO, we adopted the 2018 Incentive Award Plan and will not make future grants or awards under the 2011 Stock Option Plan or the 2012 Director Stock Option Plan. The shares available for grant under the 2018 Incentive Award Plan includes 985,369 shares of common stock that, as of July 2, 2018, remained available for issuance, collectively, under the 2011 Stock Option Plan and the 2012 Director Stock Option Plan. (2) Includes (i) 25,624 shares of common stock issuable pursuant to restricted stock units outstanding, (ii) 2,055,613 shares of common stock issuable upon the exercise of outstanding options, and (iii) 673,180 shares of common stock issuable pursuant to performance stock units as of January 29, 2022. (3) Because there is no exercise price associated with the restricted stock units and performance stock units, such units are not included in the weighted-average exercise price calculation. (4) Does not include purchase rights accruing under the ESPP because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period. 32 (5) The aggregate number of shares of common stock reserved for issuance under our ESPP is equal to the sum of (i) 973,014 shares and (ii) an annual increase on the first day of each calendar year beginning in 2019 and ending in 2028 equal to the lesser of (A) 486,507 shares, (B) 0.5% of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares as determined by the board of directors. Item 6. Reserved Not applicable.