OLLIES BARGAIN OUTLET HOLDINGS INC (OLLI)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
OLLIES BARGAIN OUTLET HOLDINGS INC · Meeting: June 11, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ahlman has served since 2020 (over 24 months), has relevant retail merchandising experience, all attendance requirements met, and OLLI's 3-year stock return of +34.4% outperforms the peer group median by +43.6 percentage points, well below the 65-point threshold needed to trigger an against vote.
Baglivo joined in November 2023, which is within the 24-month new-director exemption window, so she is automatically exempt from the stock performance trigger; her marketing and strategy background is relevant, and no other disqualifying factors are present.
Fisch has served since 2015 and brings extensive CEO-level retail experience; OLLI's strong 3-year TSR outperforms the peer median by +43.6 percentage points, far below the 65-point threshold needed to trigger an against vote, and no other flags apply.
Fleishman has served since 2013 and has deep financial and wholesale/retail operational expertise that is directly relevant; the TSR trigger does not fire given OLLI's peer-relative outperformance, and attendance and independence requirements are met.
Hendrickson has served since 2015, is the designated audit committee financial expert with a strong CFO background, meets all independence and attendance requirements, and the TSR trigger does not apply given OLLI's strong relative performance.
Rizvi has served since November 2022, which is within or just at the boundary of the 24-month exemption window; he brings relevant consumer/retail investment banking and CEO experience, and no disqualifying flags are present.
Swygert, the Executive Chairman and a long-tenured director since 2019, has deep company-specific operational and financial expertise; the TSR trigger does not fire as OLLI's 3-year peer outperformance of +43.6 percentage points is well below the 65-point threshold, and the policy's TSR check applies to him as an executive director independently of Say on Pay.
Van der Valk joined the board in February 2025, which is within the 24-month new-director exemption, so he is automatically exempt from the TSR trigger; he has direct CEO and retail operations experience and no other disqualifying factors are present.
White has served since 2016 and brings highly relevant logistics and supply chain expertise from Dollar Tree; all attendance and independence requirements are met, and the TSR trigger does not apply given OLLI's strong peer-relative performance.
Zannino, the Lead Independent Director since 2012, brings broad finance, media, and private equity board experience; no overboarding concerns exist as he holds two outside public board seats, attendance requirements are met, and the TSR trigger does not fire.
All 10 director nominees receive a FOR vote. OLLI's 3-year stock return of +34.4% outperforms the disclosed compensation peer group median by +43.6 percentage points, which is well below the 65-point threshold required to trigger an against vote for directors serving during a period of strong positive absolute returns. No directors are overboarded, all attended at least 75% of meetings, the board discloses a skills matrix, audit committee members have appropriate financial expertise, and no problematic familial relationships or independence issues were identified.
Say on Pay
✓ FORCEO
Eric van der Valk
Total Comp
$5,036,744
Prior Support
92%%
CEO Eric van der Valk received total compensation of approximately $5.0 million in Fiscal 2025, which is reasonable for a CEO of a $5.3 billion market cap specialty retailer that opened a record 86 stores and grew Adjusted EBITDA to $366 million (about 103% of target). The pay structure is well-designed: the majority of pay is variable and at-risk, consisting of a performance-based annual cash bonus tied to Adjusted EBITDA targets and long-term stock awards split equally between stock options and restricted stock units vesting over four years, with no performance-free guaranteed payouts. The prior Say on Pay vote received over 92% shareholder support, a clawback policy is in place, no tax gross-ups are provided, and double-trigger change-in-control protections are used — all strong governance features that support a FOR vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,356,995
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent only 0.1% of audit fees of $1,356,995, which is far below the 50% threshold that would raise independence concerns. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — the absence of disclosure is noted as a minor negative factor but does not change the vote. No material financial restatements were identified, and KPMG is a Big 4 firm appropriate for a company of OLLI's $5.3 billion market cap.
Overall Assessment
The 2026 Ollie's Bargain Outlet annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive a FOR vote determination. The company's compensation program is well-structured with strong performance linkage, the auditor fee mix is clean with negligible non-audit fees, and the director slate has no overboarding, attendance, or TSR-trigger concerns given OLLI's strong 3-year outperformance of its peer group.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing