BJ's Wholesale | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>BJ's Wholesale</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Majority Vote </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. </p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p>Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. The supermajority voting requirements, like those of United Therapeutics, have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements can be used to block proposals supported by most shareowners.<br><br>This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy and Macy’s. These votes would have been higher than 74% to 88% if more shareholders had access to independent proxy voting advice. <br> <br>This proposal topic also received impressive 98% support in 2024 at annual meetings of Domino’s Pizza, FMC Corporation, ConocoPhillips, Masco Corporation and Power Integrations without any special effort by the proponent.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Climate Change, GHG Reduction and Targets </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p>WHEREAS: Climate change-driven impacts could erase trillions in global GDP by 2050, posing</p>
<p>macroeconomic risks that may substantively depress returns for long-term diversified investors.[1],[2]</p>
<p>Without significant near-term action to mitigate greenhouse gas (GHG) emissions, climate change is predicted to drive severe and costly weather events for many decades.[3],[4] For companies like BJ’s that rely on a consistent supply of high-quality agricultural products, climate change can pose financial risk as droughts, floods, and heat waves increasingly challenge farmers and meat producers in its supply chain .[5],[6] </p>
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<p>In 2021, BJ’s identified its climate strategy, energy consumption, and operational and supply chain GHG emissions as material to its business and subsequently committed to set emissions reduction targets. It later narrowed the scope of its planned targets significantly from its full value chain to its operational emissions. However, in 2025, it abandoned its commitment and removed all sustainability-related disclosure from its website including all previous corporate responsibility reports.   </p>
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<p>This significant reversal raises concerns about company leadership’s execution on its commitments. Further, BJ’s actions are squarely at odds with trends in corporate climate commitments. In its review of 2024 CDP disclosures, PwC writes that, in contrast to recent headlines, companies increased their climate ambition at a rate of 37%, far outweighing those in retreat.[7] The Conference Board draws an identical conclusion, noting that “companies with deep operational integration, value-creation alignment, and stable leadership have proven the most resilient [in keeping their commitments] despite shifting political environments.”[8] </p>
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<p>Moreover, BJ’s industry peers such as Costco, ALDI, Kroger, and Albertson’s have set GHG emissions reduction targets and annually publish progress on sourcing clean energy, reducing refrigerant emissions, and minimizing food waste. BJ’s could do the same.  </p>
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<p>With 30% of the votes cast in favor of this same resolved clause in 2025, we believe it is incumbent upon the company to take concrete steps to respond to investor concerns. In addition, we believe the proposal provides ample flexibility such that board and management can fulfill their respective fiscal responsibilities while driving environmental improvements.  </p>
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<p>RESOLVED: Shareholders request BJ’s issue a report, above and beyond existing disclosures, describing if and how it could increase the scale, pace, and rigor of its GHG emissions reduction efforts. The report should be updated annually, prepared at reasonable cost, and omit proprietary information.</p>
<p>SUPPORTING STATEMENT: In determining relevant content for the report, we recommend, at management’s discretion, taking into consideration:</p>

Approaches used by advisory groups like the Science Based Targets initiative.
Describing strategies, initiatives, metrics, and milestones it could employ to reduce emissions.
The feasibility of setting targets for renewable energy, energy efficiency, and refrigerant emissions reduction and other measures deemed appropriate by management. 

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<p>[1] https://www.nber.org/system/files/working_papers/w32450/w32450.pdf</p>
<p>[2] https://www.esgdive.com/news/climate-related-financial-risk-to-more-than-triple-by-2050-lseg/803381/</p>
<p>[3] https://www.ipcc.ch/report/ar6/syr/resources/spm-headline-statements/</p>
<p>[4] https://www.undrr.org/gar/gar2025</p>
<p>[5] https://www.usatoday.com/story/news/nation/2025/06/20/climate-change-agriculture-food-supply/84284326007/</p>
<p>[6] https://www.sciencedirect.com/science/article/pii/S0048969724011860</p>
<p>[7] https://www.pwc.com/us/en/services/esg/library/assets/pwc-sustainability-decarbonization-2025.pdf</p>
<p>[8] https://corpgov.law.harvard.edu/2025/05/03/corporate-climate-disclosures-and-practices-risk-emissions-and-targets/</p>
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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Andrea Ranger</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Trillium Asset Management Corporation</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>BJ's Wholesale</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Climate Change </p>
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<strong>Focus Area:</strong>
<p>GHG Reduction and Targets </p>
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<strong>Status:</strong>
<p>On Proxy</p>
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<h2>Resolution Text</h2>
<p><strong>WHEREAS</strong>: Meaningful reduction of greenhouse gas (GHG) emissions, which are driving climate change, requires an economy wide effort.[1] Acknowledging this, BJ’s Wholesale Inc. (“BJ’s” or “the Company”) agreed to commit to setting a science-based GHG emissions reduction target with the Science Based Targets initiative (SBTi), covering the full range of its emissions.[2] The Company has not delivered on its commitment. </p>
<p>This significant lapse raises concerns about Company leadership and its ability to execute on its commitments. Further, in its own 2021 assessment report, BJ’s identifies climate strategy, energy consumption, and operational and supply chain GHG emissions as material to its business.[3] </p>
<p>BJ’s has initiated efforts to reduce its GHG emissions footprint but has not set timebound goals for implementing reduction measures nor indicated whether it will accelerate its efforts. For example, while the Company has installed rooftop solar systems accounting for ~6 % of its total electricity consumption, it does not disclose plans or goals for future renewable energy procurement or analysis of potential cost savings.[4] Peers – both large and small – disclose clean and renewable energy goals.[5],[6],[7]</p>
<p>Refrigerant leaks constituted a notable 54% of the Company’s direct emissions and 25% of its total operational emissions in 2023.[8] Appropriately, BJ’s participates in an U.S. Environmental Protection Agency program aimed at phasing down potent GHG-containing refrigerants, which requires participants to set annual reduction goals. However, the Company does not actually publish any annual or overarching refrigerant emissions reduction goals. </p>
<p>By contrast, industry peers have set timebound goals to limit refrigerant emissions. Costco has committed to phasing out potent GHG-containing refrigerants by 30% by 2030,[9] and ALDI plans to transition all stores to natural refrigerants by 2035.[10] Kroger has established a zero-tolerance leak-rate policy and publishes details on its refrigerant management program.[11]<br><br>As federally mandated cuts on refrigerant manufacturing come into force,[1] BJ’s has yet to articulate a plan describing how it will mitigate risk to its refrigerant supply or manage likely elevated maintenance and retrofit costs.</p>
<p>By demonstrating its ability to more transparently address climate risks, BJ’s could enhance investor confidence and reduce material risks to its business.</p>
<p><strong>RESOLVED</strong>: Shareholders request BJ’s issue a report, above and beyond existing disclosures, describing if and how it could increase the scale, pace, and rigor of its GHG emissions reduction efforts. The report should be updated annually, prepared at reasonable cost, and omit proprietary information.</p>
<p><strong>SUPPORTING STATEMENT:</strong> In determining relevant content for the report, we recommend, at management’s discretion, taking into consideration:</p>

Approaches used by advisory groups like the SBTi.
Describing strategies, initiatives, metrics, and milestones it could employ to reduce emissions.
Setting timebound targets for renewable energy, energy efficiency, and refrigerant emissions reduction and other measures deemed appropriate by management. 

<p><br>———-</p>
<p>[1] https://unfccc.int/sites/default/files/NDC/2022-06/United%20States%20NDC%20April%2021%202021%20Final.pdf#page=2.20</p>
<p>[2] https://archive.trilliuminvest.com/company/bjs-wholesale-club/</p>
<p>[3] https://www.bjs.com/biz/pdfs/sustainability/bjs-sustainability-and-governance-report-2023.pdf#page=7</p>
<p>[4] https://www.bjs.com/biz/pdfs/sustainability/bjs-sustainability-and-governance-report-2023.pdf#page=19</p>
<p>[5] https://www.hannaford.com/press-releases/hannaford-supermarkets-commits-to-100-percent-renewable-energy-by-2024</p>
<p>[6] https://corporate.aldi.us/corporate-sustainability/climate-energy/renewable-energy/</p>
<p>[7] https://mobilecontent.costco.com/staging/resource/img/25w03130/5a_ClimateActionPlan_FY24.pdf#page=6</p>
<p>[8] https://www.bjs.com/biz/pdfs/sustainability/bjs-sustainability-and-governance-report-2023.pdf. pp. 19 & 29.</p>
<p>[9] https://mobilecontent.costco.com/staging/resource/img/25w03130/5a_ClimateActionPlan_FY24.pdf#page=7</p>
<p>[10] https://corporate.aldi.us/fileadmin/fm-dam/Progress_Report/aldi-2023-sustainability-report.pdf#page=4</p>
<p>[11] https://www.thekrogerco.com/wp-content/uploads/2024/11/Kroger-Co-2024-ESG-Report.pdf#page=38</p>
<p>[12] https://facilio.com/blog/what-is-aim-act/</p>

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Govern By Majority Vote