What changed in this filing

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Item 9A. Controls and Procedures

2024-03-18 compared with 2023-03-16 · 37 added, 29 removed, 132 unchanged (33% of the section changed)

4 unchanged sentences

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 28, 2023, 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 February 3, 2024, 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

9 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.

As permitted by Securities and Exchange Commission staff guidance, management excluded the internal controls of the four distribution centers and the related private transportation fleet, acquired from Burris Logistics, LLC.

on May 2, 2022, from the scope of its assessment of internal control over financial reporting.

As of January 28, 2023, the acquired business comprised approximately 6.2% of consolidated total assets and 0.4% of consolidated net sales as of and for the year ended January 28, 2023.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 28, 2023.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of February 3, 2024.

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 28, 2023, our internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of January 28, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of February 3, 2024, our internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of February 3, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Other Information

10b5-1 Trading Plans

On December 22, 2023 , Mr.

Eddy , president, chief executive 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”).

Eddy’s Rule 10b5-1 Trading Plan, which has a term of eight months , provides for the sale of up to 99,000 shares of common stock pursuant to the terms of the plan.

On January 11, 2024 , Mr.

Joseph McGrail , senior vice president, controller of the Company, adopted a Rule 10b5-1 Trading Plan.

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

24 unchanged sentences

001-38559) filed on June 21, 2022 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).

3.2.1 First Amendment to the Second Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.2 to the Company's Current Report on Form 8-K (File No.

001-38559) filed on June 21, 2022 and incorporated herein by reference).

4.1 Description of Company’s Securities (filed herewith).

3.2 Third Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.1 to the Company’s C urrent Report on Form 8-K (File No.

001-385591) filed May 19, 2023 and incorporated herein by reference.

4.1 Description of the Company's Securities (filed herewith).

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.

6 unchanged sentences

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

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 (filed herewith).

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 (File No.

001-38559 ) on March 16, 2023 and incorporated herein by reference ).

10.2.3 Third 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 5, 2023 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38559) filed on January 9, 2023 and incorporated herein by reference).

10.2.4 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).

10.3 Credit Agreement among BJ’s Wholesale Club, Inc., the Company, Bank of America, N.A., as administrative agent and the other lenders and issuers party thereto from time to time, dated as of July 28, 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

6 unchanged sentences

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

10.6# 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 N o .

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

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

, dated as o f April 8, 2018 ( previously filed as Exhibit 10.7 to the Co mpany's Annual Report on Form 10-K (File No.

001-38559) on March 17, 2022 and inc orporated herein by reference ).

10.6# Employment Agreement between William Werner and BJ's Wholesale Club, Inc., dated 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 (previously filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K (File No.

001-38559) on March 17, 2022 and incorporated herein by reference).

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 (File No.

2 unchanged sentences

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

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 Annual Report on Form 10-K (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 Annual Report on Form 10-K (File No.

001-38559) on March 17, 2022 and incorporated herein by reference).

7 unchanged sentences

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

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).

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 (File No.

001-38559) 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 (previously filed as Exhibit 10.3.2 to the Company's Annual Report on Form 10-K ( File No.

001-38559) on March 17, 2022 and incorporated herein by reference).

10.13# Amended and Restated Non-Employee Director Compensation Policy, effective as of January 29, 2023 (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).

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 (File N o.

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 (File No.

001-38559) on March 19, 2021 and incorporated herein by reference).

1 unchanged sentence

001-38559) on March 19, 2021 and incorporated herein by reference).

10.16 Amended and Restated Insider Trading Compliance Policy, effective as of September 13, 2023 (filed herewith).

10.17 BJ's Wholesale Club, Inc.

Non-Qualified Deferred Compensation Plan, effective as of January 1, 2024 (previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-38559) on November 22, 2023 and incorporated herein by reference).

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

6 unchanged sentences

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

97 Amended and Restated Compensation Recovery Policy, effective as of October 26, 2023 (filed herewith).

101.INS Inline XBRL Instance Document

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/s/ Robert W.

Director, President & Chief Executive Officer

Chairman, President & Chief Executive Officer

(Principal Executive Officer)

18 unchanged sentences

March 18, 2024

/s/ Steven L.

March 18, 2024

/s/ Ken Parent

3 unchanged sentences

March 18, 2024

/s/ Cathy Marie Robinson

Cathy Marie Robinson

March 18, 2024

/s/ Robert Steele

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