BJS WHOLESALE CLUB HOLDINGS INC (BJ)
Sector: Consumer Staples
2026 Annual Meeting Analysis
BJS WHOLESALE CLUB HOLDINGS INC · Meeting: June 18, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of ten director nominees
Director since 2021 with relevant consumer goods and financial services experience; no overboarding, attendance, or independence concerns; BJ's 3-year TSR of +23.3% outperforms the peer group median of -6.8% by +30.1pp, well below the 65pp threshold needed to trigger a against vote.
Director since 2024 (less than 24 months), so is exempt from the TSR trigger under policy; brings relevant consumer goods and marketing experience; no other concerns identified.
Chairman and CEO since 2021 with deep operational and financial knowledge of BJ's; BJ's 3-year TSR outperforms the peer group median by +30.1pp, well short of the 65pp threshold needed to trigger an against vote for a strong-positive absolute TSR company.
Director since 2019 with extensive retail and consumer goods experience; no overboarding, attendance, or independence concerns; TSR trigger does not fire given BJ's strong outperformance of peer group median.
Director since 2019 with 25 years of investment management experience and designated as an Audit Committee Financial Expert; no overboarding, attendance, or independence concerns; TSR trigger does not fire.
Director since 2023 and lead independent director since 2025 with deep retail and digital expertise; no overboarding, attendance, or independence concerns; TSR trigger does not fire.
Director since 2011 with extensive operational and compensation experience from Pilot Flying J; no overboarding, attendance, or independence concerns; TSR trigger does not fire given BJ's strong peer outperformance.
Director since 2018 and Audit Committee chair with strong finance and operations background; the board reviewed and confirmed his independence despite his role at Newell Brands (a vendor); TSR trigger does not fire.
Director since 2023 with over 30 years of retail and supply chain experience; no overboarding, attendance, or independence concerns; TSR trigger does not fire.
Director since 2016 with deep consumer packaged goods experience from a 35-year career at Procter & Gamble; no overboarding, attendance, or independence concerns; TSR trigger does not fire.
All ten director nominees pass the policy screens. BJ's 3-year price return of +23.3% outperforms the company-disclosed compensation peer group median of -6.8% by +30.1 percentage points, well below the 65pp threshold required to trigger an against vote for a company with strong positive absolute returns. All directors met the 75% attendance threshold, no overboarding issues were identified, all audit committee members have financial expertise, and the board is 90% independent with a robust skills matrix disclosed.
Say on Pay
✓ FORCEO
Bob Eddy
Total Comp
N/A
Prior Support
N/A
CEO Bob Eddy received total compensation of approximately $16.7 million for fiscal year 2025, consisting of a $1.45 million base salary, a $2.3 million annual cash bonus earned at 92% of target, and $12.5 million in long-term equity awards (60% performance-based stock awards and 40% time-based restricted stock units). Pay mix is well-structured: base salary represents only about 9% of total target compensation, with approximately 91% variable or performance-linked, far exceeding the policy's 50-60% minimum for variable pay. The annual cash incentive is tied to pre-established adjusted EBITDA and comparable club sales goals, and the long-term performance stock awards are tied to cumulative adjusted EPS growth and membership metrics over a three-year period — meaningful, measurable conditions. On pay-for-performance alignment, BJ's 3-year TSR of +23.3% significantly outperforms the peer group median of -6.8%, so above-benchmark incentive awards are justified by shareholder outcomes. The company also maintains a meaningful clawback policy compliant with SEC and NYSE rules.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
30 yrs
Audit Fees
$3,255,250
Non-Audit Fees
$479,625
PricewaterhouseCoopers has served as BJ's auditor since 1996 — a tenure of approximately 30 years — which exceeds the policy's 25-year threshold that triggers a no vote. The proxy does not provide a specific, compelling rationale for continuing the engagement at this length, such as a disclosed multi-year rotation plan or exceptional audit quality metrics. On the fee side, non-audit fees (audit-related fees of $270,000 plus tax fees of $207,500 plus other fees of $2,125 totaling $479,625) represent about 14.7% of audit fees of $3,255,250, which is well below the 50% threshold, so fees alone would not trigger a no vote; the long tenure is the sole basis for the against determination.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 5
Shareholder proposal regarding governing by majority vote
John Chevedden is a well-known individual governance activist with a strong track record of submitting mainstream governance proposals; this filer type receives serious consideration under our policy. The proposal asks BJ's to replace any remaining supermajority voting requirements in its governing documents with simple majority standards — a straightforward governance improvement that reduces entrenchment and aligns shareholder voting power with standard market practice. While BJ's reduced one supermajority standard in 2022, the company's own proxy summary still advertises 'No supermajority vote requirements,' yet the board's opposition statement acknowledges that supermajority standards may remain through state-law defaults and other provisions — suggesting the 2022 action was incomplete. Eliminating supermajority vote requirements is widely supported by institutional investors and has received near-unanimous support at many comparable companies, and the board's opposition does not identify any specific shareholder-protective purpose served by the remaining provisions.
Proposal 6
Shareholder proposal regarding a report on GHG emissions reduction efforts
Trillium ESG Small/Mid Cap Fund is an ESG-focused advocacy fund whose proposals are primarily driven by environmental advocacy goals rather than neutral fiduciary investor interests; under our policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of the surface framing, because they serve advocacy rather than shareholder value goals. This conclusion is reinforced by the prior-year vote result: the same proposal received only 30% shareholder support in 2025, falling in the range where merits govern with no strong presumption of support, and the ideological filer classification is itself disqualifying. Even setting aside filer identity, the proposal's ask — an annually updated report on how BJ's could expand its GHG reduction efforts — goes beyond material financial disclosure into prescriptive climate advocacy, which does not meet the higher bar required for operational or policy-change asks.
Proposal 7
Shareholder proposal regarding a report on deforestation in the company's own-brand supply chain
The New York State Common Retirement Fund is a large public pension fund — a credible, mainstream fiduciary investor with no ideological bias — whose proposals warrant serious evaluation on the merits. The ask is a disclosure proposal: a one-time assessment of deforestation risks in BJ's private-label supply chain, which the company itself acknowledges is growing (now 26% of sales and expected to increase), using commodities like beef, palm oil, and soy that are well-documented drivers of deforestation. BJ's decision in 2025 to remove all sustainability disclosure from its website — including prior corporate responsibility reports — while simultaneously growing its private-label exposure to deforestation-linked commodities makes this disclosure request more material, not less; peers including Costco, Kroger, and Albertsons have published comparable assessments, and BJ's opposition arguments about cost and disruption do not adequately address the genuine supply chain risk that growing private-label dependence on unmonitored commodity sourcing poses to long-term shareholder value.
Overall Assessment
The 2026 BJ's Wholesale Club annual meeting presents a largely clean ballot: all ten director nominees pass policy screens due to strong peer-relative TSR outperformance, the Say on Pay program is well-structured with heavy performance-linked pay and solid pay-for-performance alignment, but PricewaterhouseCoopers is flagged for a 30-year auditor tenure that exceeds the policy threshold without adequate justification for continued engagement. Among the three stockholder proposals, the majority-vote governance proposal from John Chevedden earns support as a mainstream governance improvement, the New York State Common Retirement Fund's deforestation disclosure request earns support given material private-label supply chain risk and BJ's removal of all sustainability reporting, while Trillium's GHG report proposal is voted against as an ideological advocacy filer.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing