BJ's Wholesale Club Holdings, Inc.
Shareholder Proposals
Item 5
Replace any supermajority voting requirements in the company’s governing documents with a majority-of-votes-cast (or simple majority) standard.
The proposal requests that the board amend the company’s charter, bylaws, and any voting standards that default to state law so that any provision requiring a greater-than-simple-majority vote be changed to a majority-of-the-votes-cast standard (or a simple majority where required by law). The proponent argues that supermajority thresholds entrench existing governance and can block proposals favored by most shareholders. The proposal requests an explicit statement in the governing documents that the company will not have any supermajority voting standards. Supporting rationale cites academic research and prior shareholder votes at other companies.
Item 6
Publish an annual report describing how the company could increase the scale, pace, and rigor of greenhouse gas emissions reduction efforts.
The proposal requests an annually updated report describing whether and how the company could scale up, accelerate, and strengthen its greenhouse gas (GHG) emissions reduction efforts. The suggested report content includes approaches aligned with recognized frameworks (for example, Science Based Targets), strategies, metrics, milestones, and feasibility of targets for renewable energy, energy efficiency and refrigerant emissions reduction. The proponent cites prior company commitments, recent removal of sustainability disclosures, industry peer activity, and prior shareholder support as context for the request. The report is requested to be produced at reasonable cost and to omit proprietary information.
Item 7
Assess and report within one year on deforestation risks in the company’s private‑label supply chain, with optional annual updates.
The proposal requests that the company evaluate deforestation and related forest-degradation risks associated with its private-label brands and produce a report summarizing the findings within one year. The requested report may, at management’s discretion, be updated annually and include discussion of feasible time-bound targets, third-party monitoring and verification, and financial and operational impacts. The proponent cites reliance on agricultural commodities linked to deforestation, growing private-label penetration, and peer company practices as reasons for the requested assessment. The report is intended to clarify how private-label growth could be supported by responsible sourcing and supply-chain risk management.