What changed in this filing

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Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-24 · 44 added, 45 removed, 197 unchanged (31% 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 28, 2023 that have materially affected, or are reasonably likely to materially

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarterly period ended February 3, 2024 that have materially affected, or are reasonably likely to materially

affect, its internal control over financial reporting.

1 unchanged sentence

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

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 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

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.

of February 3, 2024, 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 February 3, 2024, the Company’s disclosure

controls and procedures are effective.

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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, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of February 3, 2024.

Management based this

1 unchanged sentence

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 28, 2023 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their

Based on this assessment, management determined that, as of February 3, 2024, 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 February 3, 2024 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their

report dated March 27, 2024 that appears below.

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We have audited Ollie’s Bargain Outlet Holdings, Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of January 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over

financial reporting as of January 28, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 28, 2023 and January 29,

2022, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January 28, 2023, and the related notes and financial statement schedule I - condensed financial

and subsidiaries’ (the Company) internal control over financial reporting as of February 3, 2024, based on criteria established in

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial

reporting as of February 3, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

2023, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 3, 2024, and the related notes and financial statement schedule I - condensed financial

information of registrant (collectively, the consolidated financial statements), and our report dated March 27, 2024 expressed an unqualified opinion on those consolidated financial statements.

12 unchanged sentences

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

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Other Information

Trading Arrangements of Directors and Executive Officers

During the quarter ended February 3, 2024, no director or officer of the Company entered into ,

modified, or terminated a “Rule 10b5-1(c) trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in

item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this item will be contained in the Company’s definitive proxy statement in connection with the 2022 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed

with the SEC not later than 120 days after the end of the fiscal year ended January 28, 2023, and is incorporated herein by reference.

The information required by this item will be contained in the Company’s definitive proxy statement in connection with the 2023 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed with

the SEC not later than 120 days after the end of the fiscal year ended February 3, 2024, and is incorporated herein by reference.

In addition, the Company’s Board of Directors has adopted a Code of Ethical Business Conduct that applies to all of its directors, employees and officers, including the Chief Executive Officer and Chief Financial

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The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Second Amended and Restated Certificate of Incorporation of Ollie’s Bargain Outlet Holdings, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report filed on Form 8-K by the Company on July 21,

Second Amended and Restated Bylaws of Ollie’s Bargain Outlet Holdings, Inc.

(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

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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.

Second Amendment, dated as of January 9, 2024, 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 9, 2024 (No.

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

4 unchanged sentences

333-204942)).

Form of Sponsor Director Indemnification Agreement (incorporated by reference to Exhibit 10.9.2 to Amendment No.

3 to the Form S-1 Registration Statement filed by the Company on July 8, 2015 (No.

333-204942)).

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

3 unchanged sentences

Employment Agreement, dated May 12, 2014, by and between Ollie’s Bargain Outlet, Inc.

and Kevin McLain (incorporated by reference to Exhibit 10.13 to the Form S-1 Registration Statement filed by the Company

on June 15, 2015 (No.

and Kevin McLain (incorporated by reference to Exhibit 10.13 to the Form S-1 Registration Statement filed by the Company on

June 15, 2015 (No.

333-204942)).

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.

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

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

(incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K by the Company on March 24, 2023 (No.

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

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Amendment to Employment Agreement, dated January 5, 2018, by and between Ollie’s Bargain Outlet, Inc.

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

Company on January 5, 2018 (No.

Amendment to Employment Agreement, dated January 5, 2018, by and between Ollie’s Bargain Outlet, Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report filed on Form

8-K by the Company on January 5, 2018 (No.

(incorporated by reference to Exhibit 10.2 to the Current Report filed on Form 8-K

by the Company on January 5, 2018 (No.

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

9 unchanged sentences

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.

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

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

Ollie’s Bargain Outlet Holdings, Inc.

Policy for Recoupment of Incentive Compensation

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).

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/s/ Robert Helm

Senior Vice President and Chief

Financial Officer

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

2 unchanged sentences

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

exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every

act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their

or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the

capacities and on the dates indicated.

and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his

substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the

dates indicated.

/s/ John Swygert

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Alissa Ahlman

/s/ Mary Baglivo

March 27, 2024

/s/ Robert Fisch

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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