false0001531152
0001531152
2020-04-14
2020-04-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 14, 2020
BJ’S WHOLESALE CLUB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-38559 | | 45-2936287 |
(State or other jurisdiction of incorporation) | (Commission File Number) | | (IRS Employer Identification No.)
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25 Research Drive,
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Westborough, | MA | |
(Address of principal executive offices) | | (Zip Code) |
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| (774) | 512-7400 | | |
| Registrant’s telephone number, including area code | | |
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| N/A | | |
| (Former name or former address, if changed since last report) | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 | BJ | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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On April 14, 2020, Jonathan A. Seiffer informed the Board of Directors (the “Board”) of BJ’s Wholesale Club Holdings, Inc. (the “Company”) that he will resign from the Board at the end of his current term, which expires at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), and, accordingly, he will not stand for re-election at the Annual Meeting. Mr. Seiffer’s decision was not a result of any disagreement or any matter relating to the Company’s operations, policies, or practices.
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Item 7.01 | Regulation FD Disclosure. |
On April 15, 2020, the Company issued a press release announcing that Mr. Seiffer will resign as of, and not stand for re-election at, the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 15, 2020
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BJ’S WHOLESALE CLUB HOLDINGS, INC. |
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By: | /s/ Graham N. Luce |
Name: | Graham N. Luce |
Title: | Senior Vice President, Secretary |