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Item 9A. Controls and Procedures

2023-03-24 compared with 2022-03-25 · 93 added, 75 removed, 149 unchanged (53% of the section changed)

1 unchanged sentence

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarterly period ended January 29, 2022 that have materially affected, or are reasonably likely to

materially affect, its internal control over financial reporting.

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarterly period ended January 28, 2023 that have materially affected, or are reasonably likely to materially

affect, its internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Security Exchange Act of 1934, as amended (the “Exchange Act”)) designed to ensure that

the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and

information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and

Exchange Commission (“SEC”), and is accumulated and communicated to the Company’s management, including its Chief Executive Officer (principal executive officer) and its Chief Financial Officer (principal financial and accounting officer), as

appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures under the Exchange

Act as of January 29, 2022, the end of the period covered by this Annual Report on Form 10-K.

Based on 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 are effective.

as of January 28, 2023, the end of the period covered by this Annual Report on Form 10-K.

Based on 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 are effective.

Management’s Annual Report on Internal Control Over Financial Reporting

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

The Company’s

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States of America.

The Company’s internal

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles

generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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 policies or procedures may deteriorate.

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 policies or procedures may deteriorate.

Management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of January 28, 2023.

Management based

this assessment on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO).

Management based this

assessment on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Based on this assessment, management determined that, as of January 28, 2023, the Company maintained effective internal control over financial reporting at a reasonable assurance level.

The effectiveness of the Company’s internal control over financial reporting as of January 29, 2022 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in

their report dated March 25, 2022 that appears below.

The effectiveness of the Company’s internal control over financial reporting as of January 28, 2023 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their

report dated March 24, 2023 that appears below.

Report of Independent Registered Public Accounting Firm

17 unchanged sentences

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over

financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial

reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that

our audit provides a reasonable basis for our opinion.

We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

1 unchanged sentence

purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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.

Philadelphia, Pennsylvania

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.

Harrisburg, Pennsylvania

March 24, 2023

27 unchanged sentences

(incorporated by reference to Exhibit 3.2 to the Current Report filed on Form 8-K by the Company on July 21, 2015 (No.

Third Amended and Restated Certificate of Incorporation of Ollie’s Bargain Outlet Holdings, Inc., as effective June 25, 2019 (incorporate by reference to Exhibit 3.1 to the Current Report filed on Form 8-K

by the Company on July 1, 2019 (No.

Fourth Amended and Restated Bylaws of Ollie’s Bargain Outlet Holdings, Inc., as effective June 25, 2019 (incorporated by reference to Exhibit 3.2 to the Current Report filed on Form 8-K by the Company on

July 1, 2019 (No.

the Company on July 1, 2019 (No.

Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No.

2 unchanged sentences

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Form 10-K filed by the Company on March 24,

24, 2021 (No.

Amended and Restated Credit Agreement, dated May 22, 2019, among Bargain Parent, Inc., OBO Ventures, Inc.

1 unchanged sentence

Agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the Company on May 24, 2019 (No.

First Amendment, dated as of January 24, 2023, to Amended and Restated Credit Agreement, among Bargain Parent, Inc., OBO Ventures, Inc.

and certain subsidiaries, as borrowers, Manufacturers and Traders Trust

Company, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the Company on January 26, 2023 (No.

Amended and Restated Guarantee and Collateral Agreement, dated May 22, 2019, Bargain Parent, Inc., Ollie’s Holdings, Inc., OBO Ventures, Inc.

8 unchanged sentences

Employment Agreement, dated September 28, 2012, by and between Ollie’s Bargain Outlet, Inc.

(incorporated by reference to Exhibit 10.11 to the Form S-1 Registration Statement filed

by the Company on June 15, 2015 (No.

(incorporated by reference to Exhibit 10.11 to the Form S-1 Registration Statement filed by

the Company on June 15, 2015 (No.

333-204942)).

4 unchanged sentences

Employment Agreement, dated November 18, 2015, by and between Ollie’s Bargain Outlet, Inc.

and Jay Stasz (incorporated by reference to Exhibit 10.1 to the Quarterly Report filed on Form 10-Q by the Company

on December 10, 2015 (No.

and Jay Stasz (incorporated by reference to Exhibit 10.1 to the Quarterly Report filed on Form 10-Q by the Company on

December 10, 2015 (No.

Employment Agreement, dated May 3, 2021, by and between Ollie’s Bargain Outlet, Inc.

and Eric van der Valk (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the Company

on May 3, 2021 (No.

and Eric van der Valk (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the Company on

May 3, 2021 (No.

Amendment to Employment Agreement, dated June 28, 2022, by and between Ollie’s Bargain Outlet, Inc.

and Eric van der Valk (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by

the Company on June 28, 2022 (No.

Employment Agreement, dated October 1, 2021, by and between Ollie’s Bargain Outlet, Inc.

and James Comitale (incorporated by reference to Exhibit 10.1 to the Quarterly Report filed on Form 10-Q by the

Company on December 7, 2021 (No.

and James Comitale (incorporated by reference to Exhibit 10.1 to the Quarterly Report filed on Form 10-Q by the Company

on December 7, 2021 (No.

Bargain Holdings Inc.

4 unchanged sentences

333-204942)).

2015 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Form S-8 Registration Statement filed by the Company on July 15, 2015 (No.

333-204942)).

Form of Restricted Stock Unit Award Agreement under 2015 Equity Incentive Plan.

Form of Stock Option Agreement under 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to Amendment No.

2 to the Form S-1 Registration Statement filed by the Company on July 6, 2015

2 to the Form S-1 Registration Statement filed by the Company on July 6, 2015 (No.

333- 204942)).

4 unchanged sentences

Amendment to Employment Agreement, dated July 15, 2015, by and between Ollie’s Bargain Outlet, Inc.

and Kevin McLain (incorporated by reference to Exhibit 10.26 to the Form S-1 Registration Statement filed

by the Company on February 8, 2016 (No.

and Kevin McLain (incorporated by reference to Exhibit 10.26 to the Form S-1 Registration Statement filed by

the Company on February 8, 2016 (No.

333-209420)).

6 unchanged sentences

Amendment to Employment Agreement, dated December 10, 2019, by and between Ollie’s Bargain Outlet, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report filed on

Form 8-K by the Company on December 10, 2019 (No.

Amendment to Employment Agreement, dated April 11, 2021, by and between Ollie’s Bargain Outlet, Inc.

and Kevin McLain (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by

the Company on April 15, 2021 (No.

(incorporated by reference to Exhibit 10.1 to the Current Report filed on Form

8-K by the Company on December 10, 2019 (No.

Amendment to Employment Agreement, dated April 11, 2021, by and between Ollie’s Bargain Outlet, Inc.

and Kenneth Robert Bertram (incorporated by reference to Exhibit 10.2 to the Current Report filed on Form

8-K by the Company on April 15, 2021 (No.

Separation Agreement and General Release, dated August 11, 2021, by and between Ollie’s Bargain Outlet, Inc.

and Raymond Daugherty (incorporated by reference to Exhibit 10.1 to the Current Report filed on

Form 8-K by the Company on August 12, 2021 (No.

and Kevin McLain (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the

Company on April 15, 2021 (No.

Employment Agreement, dated August 18, 2022, by and between Ollie’s Bargain Outlet, Inc.

and Lawrence Kraus (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the Company on

August 22, 2022 (No.

Employment Agreement, effective October 17, 2022, by and between Ollie’s Bargain Outlet, Inc.

and Robert F.

Helm (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the

Company on October 17, 2022 (No.

List of subsidiaries

4 unchanged sentences

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350 as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350 as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

8 unchanged sentences

** Submitted electronically with this report.

+ Indicates management contract or compensatory plan.

Form 10-K Summary

Not applicable.

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

OLLIE’S BARGAIN OUTLET HOLDINGS, INC.

March 24, 2023

/s/ Jay Stasz

Senior Vice President and Chief Financial Officer

/s/ Robert Helm

Senior Vice President and Chief

Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Swygert, Jay Stasz and James Comitale each or any one of them, his true and lawful

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Swygert, Robert Helm and James Comitale each or any one of them, his true and lawful

attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all

7 unchanged sentences

(Principal Executive Officer)

/s/ Jay Stasz

March 24, 2023

/s/ Robert Helm

Senior Vice President

1 unchanged sentence

(Principal Financial and Accounting Officer)

/s/ Richard Zannino

Richard Zannino

/s/ Stephen White

Stephen White

March 24, 2023

/s/ Alissa Ahlman

March 24, 2023

Alissa Ahlman

/s/ Robert Fisch

March 24, 2023

/s/ Stanley Fleishman

March 24, 2023

Stanley Fleishman

/s/ Thomas Hendrickson

March 24, 2023

Thomas Hendrickson

/s/ Robert Fisch

/s/ Alissa Ahlman

Alissa Ahlman

/s/ Abid Rizvi

March 24, 2023

/s/ Stephen White

March 24, 2023

Stephen White

/s/ Richard Zannino

March 24, 2023

Richard Zannino

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