Form 8-K

Date: May 26, 2011

BJ’S WHOLESALE CLUB, INC.

/s/ Lon F. Povich

Lon F. Povich

Executive Vice President and

General Counsel

0001193125-11-151706.txt : 20110526 0001193125-11-151706.hdr.sgml : 20110526 20110526161651 ACCESSION NUMBER: 0001193125-11-151706 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110526 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110526 DATE AS OF CHANGE: 20110526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BJS WHOLESALE CLUB INC CENTRAL INDEX KEY: 0001037461 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 043360747 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13143 FILM NUMBER: 11874266 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 774-512-6672 MAIL ADDRESS: STREET 1: 25 RESEARCH DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 26, 2011 (May 26, 2011)

BJ’s Wholesale Club, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-13143

04-3360747

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


25 Research Drive, Westborough, Massachusetts		01581
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (774) 512-7400

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 26, 2011, the Annual Meeting of Shareholders of the Company was held (the “2011 Annual Meeting”). At the 2011 Annual Meeting, the Company’s shareholders voted on the following matters:

The following nominees were elected to the Company’s Board of Directors to serve until the 2014 Annual Meeting of Shareholders.


Nominees	Votes For	Votes Against	Abstain	Broker/Non-Vote
Paul Danos	41,945,992	489,286	115,314	3,173,180
Laura J. Sen	42,019,560	422,617	108,415	3,173,180
Michael J. Sheehan	42,020,795	420,287	109,510	3,173,180

Following the 2011Annual Meeting, Christine M. Cournoyer, Edmond J. English and Helen Frame Peters having terms expiring in 2012 and Leonard A. Schlesinger, Thomas J. Shields and Herbert J Zarkin having terms expiring in 2013, continued in office.

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2012, was ratified.


Votes For	Votes Against	Abstain
45,516,481	194,124	13,167

A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.


For:			41,640,862
Against:			729,876
Abstain:			179,854
Broker Non-Votes:			3,173,180

The shareholders recommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year.


Every 1 Year:			30,215,012
Every 2 Years:			55,767
Every 3 Years:			12,202,936
Abstain:			76,877
Broker Non-Votes:			3,173,180

After taking into consideration the foregoing voting results, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.

A shareholder proposal regarding bird welfare was not approved.


Votes For	Votes Against	Abstain	Broker/Non-Vote
1,134,197	29,233,664	12,182,731	3,173,180

SIGNATURE

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.