Item 5. Other Information
Item 5. Other Information .
10b5-1 Trading Plans
On August 31, 2023 , Mr. Paul Cichocki , executive vice president, chief commercial officer of the company, adopted a trading arrangement with respect to the sale of securities of the company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”). Mr. Cichocki’s Rule 10b5-1 Trading Plan, which has a term of six months , provides for the sale of up to 179,497 shares of common stock pursuant to the terms of the plan.
On September 11, 2023 , Mr. Joseph McGrail , senior vice president, controller of the company , adopted a Rule 10b5-1 Trading Plan. Mr. McGrail’s Rule 10b5-1 Trading Plan, which has a term of six months , provides for the sale of up to 1,000 shares of common stock pursuant to the terms of the plan.
On September 21, 2023 , Mr. Graham Luce , executive vice president, secretary of the company , adopted a Rule 10b5-1 Trading Plan. Mr. Luce’s Rule 10b5-1 Trading Plan, which has a term of three months , provides for the sale of up to 7,479 shares of common stock pursuant to the terms of the plan.
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Our Quarterly Report on Form 10-Q for the quarter ended July 29, 2023 contained an immaterial clerical error with regard to the number of shares covered by Laura Felice ’s Rule 10b5-1 Trading Plan which was adopted on July 12, 2023 and has a term of 11 months. The Rule 10b5-1 Trading Plan provides for the sale of up to 65,727 shares of common stock pursuant to the terms of the plan.
Non-Qualified Deferred Compensation Plan
On November 20, 2023, the compensation committee of the board of directors of the Company adopted the BJ's Wholesale Club, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”) to be effective on January 1, 2024.
The Plan is an unfunded arrangement intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The obligations of the Company under the Plan will be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants (as defined below) in accordance with the terms of the Plan. Any assets held in the Plan remain subject to claims of the Company’s general creditors and no participant’s or beneficiary’s claim to Plan assets has any priority over any general unsecured creditor of the Company. The Company may establish a trust in respect of its obligations under the Plan. The establishment of such a trust shall in no way deem the Plan to be “funded” for purposes of ERISA or the Code.
Pursuant to the Plan, a select group of management or highly compensated employees of the Company ("participants"), including the Company's named executive officers, will be eligible to participate by making an irrevocable election to defer up to fifty percent (50%) of the participant's annual base salary, as well as up to one hundred percent (100%) of any annual bonus award. A participant will be 100% vested at all times in their elective deferral account within the Plan.
In addition, the Company may elect, during any single plan year, to provide a discretionary contribution to the Plan to a select management participant (defined in the Plan as a participant who is senior vice president level or higher) on such participant's behalf equal to a percentage of such participant’s base salary grossed up for taxes as determined by the Company in its sole discretion. Select management participants include the Company’s named executive officers. A select management participant shall become 100% vested in their select management employer contribution account upon the earlier of such participant’s death, disability, attainment of the age of sixty-five, a change in control of the Company, or third anniversary of such participant’s date of hire with the Company. The Company may, in its sole discretion, choose to accelerate such vesting based on criteria satisfactory to the Company.
Further, the Company may credit a participant with additional discretionary deferred compensation. The amount and frequency of such deferred compensation shall be determined by the Company in its sole discretion and will become vested upon successful completion of the conditions, if any, established by the Company.
The benefits under the Plan will be paid to the participant, or in the event of death, to the participant’s beneficiary, following the earliest of the participant’s separation from service, death, disability, or the specified time elected by the participant, either in installments or in a lump sum payment in accordance with the terms of the Plan and provisions established by the Company.
The Company may, at any time, amend the Plan to comply with the Code or other applicable laws, regulation, or guidance, provided that such amendment will not result in taxation to any participant under the Code and will not, without the consent of the participant, affect such participant’s rights with respect to deferred compensation previously vested. The Company may terminate the Plan under circumstances set forth in Section 7.02 of the Plan.
The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.
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Item 6. Exhibits.
Exhibit Number Exhibit Description
10.1 Fourth 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 October 12, 2023 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38559) filed on October 12, 2023 and incorporated herein by reference).
10.2 BJ's Wholesale Club, Inc. Non-Qualified Deferred Compensation Plan (filed herewith).
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS Inline XBRL Instance Document (filed herewith)
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)
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SIGNATURE
Pursuant to the requirements 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.
Date: November 22, 2023 By: /s/ Laura L. Felice
Laura L. Felice
Executive Vice President, Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.