Notice is hereby given that the 20162021 Annual Meeting of stockholdersStockholders of Ollie’s Bargain Outlet Holdings, Inc. (“Annual Meeting”) will be held solely online via webcast on June 16, 2016,17, 2021, at 9:10:00 a.m. local time, at the Colonial Country Club, located at 4901 Linglestown Road, Harrisburg, PA, 17112Eastern Time, to:

We will also consider any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.

Our Board of Directors has fixed the close of business on April 27, 201623, 2021 as the record date for the determination of stockholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements thereof.

Due in part to concerns regarding the ongoing COVID-19 pandemic, and to support the health and well-being of our associates, Board of Directors, stockholders, and other meeting participants, we are again making our proxy materials available to you electronically.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend.

attend the virtual meeting.

The Board of Directors (the “Board”) of Ollie’s Bargain Outlet Holdings, Inc. (“Ollie’s,” “we,” “us,” “our,” or the “Company”) is soliciting your proxy to be voted at the 20162021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held solely via remote communications on June 16, 2016,17, 2021, at 9:10:00 a.m. local time, at the Colonial Country Club, located at 4901 Linglestown Road, Harrisburg, Pennsylvania 17112, and any postponement or adjournment thereof.

At the meeting, stockholders will be asked to vote toto: (1) elect the twofive nominees named herein as Class I directorsDirectors to hold office until the 2022 annual meeting; (2) approve a non-binding proposal regarding named executive officer compensation; and to(3) ratify the selectionappointment of KPMG LLP as the Company’s independent registered public accounting firm. See “PROPOSAL 1—ELECTION OF CLASS I DIRECTORS” and “PROPOSAL 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.”firm for the fiscal year ending January 29, 2022. The Board does not know of any matters to be brought before the meeting other than as set forth in the notice of meeting. If any other matters properly come before the meeting, the persons named in the enclosed form of proxy or their substitutes will vote in accordance with their best judgment on such matters.

Holders of common stock as of the record date, which was the close of business on April 23, 2021, are entitled to notice of, and to vote at, the Annual Meeting. As of the record date, there were 60,002,12565,529,676 shares of common stock outstanding and entitled to vote at the Annual Meeting, with each share entitled to one vote.

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are furnishing Proxy Materials as defined in page 1 of this Proxy Statement to most of our stockholders on the Internet, rather than mailing printed copies. By doing so, we save costs and reduce our impact on the environment. If you received a Notice of Availability by mail, you will not receive printed copies of the Proxy Materials unless you request them. Instead, the Notice of Availability will instruct you how to access and review the Proxy Materials on the Internet. If you would like printed copies of the Proxy Materials, please follow the instructions on the Notice of Availability. The Notice of Internet Availability was first mailed on or before May 2, 20165, 2021 to all stockholders as of record as of the record date for the Annual Meeting, which wasMeeting.

Stockholders holding shares at the close of business on April 27, 2016.

Participatingthe record date may attend the virtual meeting and any adjournments or postponements thereof. To participate in the Annual Meeting; Admission

IfMeeting, you are a stockholder of record, you will need to present themust have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card thatif you received, together with a form of personal photo identification,receive the proxy materials by mail.

Stockholders will be able to ask questions through the virtual meeting website during the meeting through www.virtualshareholdermeeting.com/OLLI2021. The Company will respond to as many appropriate questions during the Annual Meeting as time allows. A technical support line will be available on the meeting website for any questions on how to participate in order to be admitted intothe virtual Annual Meeting or if you encounter difficulties accessing the meeting. If you are the beneficial owner of shares held in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee as of the close of business on April 27, 2016, along with a form of personal photo identification. Alternatively, you may contact the broker, bank or other nominee in whose name your shares of common stock are registered and obtain a legal proxy to bring to the meeting.

If you received printed versions of these materials by mail (rather than through electronic delivery), these materials also include a Proxy Card or voting instruction form. If you received or accessed these materials through the Internet, your Proxy Card or voting instruction form are available to be filled out and executed electronically.

You should review the entire Proxy Statement and the 2020 Annual Report to Stockholders before you vote.

The presence at the Annual Meeting, in person or by proxy, of the holders of at least a majority of the number of shares of common stock issued and outstanding and entitled to vote as of the record date, is required to constitute a quorum to transact business at the Annual Meeting.

Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by broker non-votes (as defined below) also are counted as present and entitled to vote for purposes of determining a quorum.

If you are the beneficial owner of shares held for you by a broker, your broker must vote those shares in accordance with your instructions. If you do not give voting instructions to your broker, your broker may vote your shares for you on any discretionary items of business to be voted upon at the Annual Meeting. If your broker does not receive instructions from you do not provide voting instructionson how to vote your shares on a non-discretionary item, includingthen the election of the nominees named hereinbroker will not be able to vote your shares, which is known as directors, the shares will be treated asa “broker non-votes.non-vote.” The ratification of the appointment of KPMG LLP (“KPMG”) (Proposal 2)3), is considered a routinediscretionary item matter, and brokers generally may vote on behalf of beneficial owners who have not furnished voting instructions. Brokers may not vote on the other proposals contained in this Proxy Statement, which are considered “non-routine” or non-discretionary proposals, unless they have received voting instructions from the beneficial owner, and to the extent that they have not received voting instructions, brokers will be permitted to vote any uninstructedreport such number of shares in their discretion. The election of two nominees named herein as Class I directors (Proposal 1) is a non-routine matter on which brokers will not be permitted to vote any uninstructed shares.

“non-votes.”

The Company is paying the costs of the solicitation of proxies. Members of our Board and officers and employees may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers or employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

No arrangements or contracts have been made or entered into with any solicitors as of the date of this Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. If done, such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.

Our Board currently consists of seven (7) directors, divided into three classes, as nearly equal in number as possible, with each class serving a consecutive three-year term. The termdirectors. Our current Board members are Alissa Ahlman, Robert Fisch, Stanley Fleishman, Thomas Hendrickson, John Swygert, Stephen White, and Richard Zannino.

In light of eachthe amendment of our current Class ICertificate of Incorporation approved by our stockholders on June 25, 2019 to declassify our Board of Directors by the 2022 annual meeting of stockholders, Alissa Ahlman, Robert Fisch, Thomas Hendrickson, John Swygert, and Richard Zannino will expire on the date ofbe elected at the Annual Meeting subjectfor a one-year term, and they are expected to stand for re-election at our 2022 annual meeting of stockholders. Messrs. Fleishman and White, who were elected as Class I directors, are serving a term that continues through 2022, and are expected to stand for re-election at the election and qualification2022 annual meeting of their respective successors.

stockholders for a one-year term. Our Board will be fully declassified by the 2022 annual meeting.

In selecting director candidates for election at the independent directors ofAnnual Meeting, our Nominating and Corporate Governance Committee and our Board considerconsidered whether the candidates possesscandidate possesses the required skill sets and fulfillfulfilled the qualification requirements of directors approved by the Board, including independence, sound judgment, business specialization, technical skills, diversity and other desired qualities. The following biographies describe the business experience of each director and nominee.

The nominees for election as Class I Directors at the Annual Meeting are described below. The Board, upon the recommendation of the independent directors of the Board,Nominating and Corporate Governance Committee, has nominated each of the candidates for election. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence, one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate.

In the event that, in an uncontested election, any incumbent director does not receive a majority of the votes cast in his or her favor, such director will promptly tender his resignation to the Board. Following the consideration of the recommendation of the Nominating and Corporate Governance Committee, the Board will decide whether to accept or reject the tendered resignation or whether other action should be taken. The Board will disclose its explanation within 90 days from the publication of the Board election results. The Nominating and Corporate Governance Committee and the Board may consider any factor deemed appropriate in deciding whether to accept or reject the tendered resignation.

To be elected, each of our nominees must receive the affirmative vote of the foundersholders of Ollie’s, having beena majority of the votes cast with Ollie’srespect to such nominee at the Annual Meeting.

Set forth below are biographical summaries of our executive officers as of the date of this proxy statement.April 28, 2021. See “Proposal 1—Election of Class I Directors” above for information about Mr. Butler,Swygert, who serves as our Chairman, President and Chief Executive Officer.

Pursuant to our Corporate Governance Guidelines and Principles, a copy of which is available on our website at www.ollies.us, the Board is required to affirmatively determine whether our directors are independent under the Nasdaq Stock Market (“Nasdaq”) corporate governance listing standards of the Nasdaq Global Market (“Nasdaq”), the principal exchange on which our common stock is traded.

standards.

During its review of director independence, the Board considers all information it deems relevant, including without limitation, any transactions and relationships between each director or any member of his immediate family and the Company and its subsidiaries and affiliates. The Board has not adopted any “categorical standards” for assessing independence, preferring instead to consider all relevant facts and circumstances in making an independence determination including, without limitation, applicable independence standards promulgated by Nasdaq.

As a result of this review and based on the recommendation of the Nominating and Corporate Governance Committee, the Board affirmatively determined that Messrs. Cahill,Directors Ahlman, Fisch, Fleishman, Hendrickson, ScharfenbergerWhite, and Zannino are independent directors under the applicable rules of Nasdaq.

Controlled Company Phase-Out

We are no longer a “controlled company” for purposes of the rules of Nasdaq. Controlled companies under those rules are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. In February 2016, CCMP conducted a secondary offering of our common stock, which resulted in CCMP owning less than 50% of our outstanding common stock and the loss of our controlled company status. As of the date of this proxy statement, CCMP owns approximately 46% of our outstanding common stock. While we were a controlled company, we took advantage of certain exemptions from corporate governance requirements provided in the rules of Nasdaq. We are now in compliance with the Nasdaq rules for non-controlled companies. However, we are currently availing ourselves of the permitted one-year phase-in period provided in Rule 10A-3 of the Exchange Act (“Rule 10A-3”), which provides us until July 15, 2016, the first anniversary of our IPO, to have an audit committee composed of entirely independent directors. We intend to have a fully independent audit committee as required by Rule 10A-3 by such date.

rules.

Our Board has twothree standing committees: an Audit Committee, a Compensation Committee and a CompensationNominating and Corporate Governance Committee. Our Board has adopted charters for each of its standing committees. CopiesCurrent copies of our committee charters are posted on our website at www.ollies.us.

The current members of the Audit Committee are Messrs. Hendrickson, Fleishman and Scharfenberger.White. The Board has determined that Mr. Hendrickson is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K, and the Board is satisfied that all members of our Audit Committee have sufficient expertise and business and financial experience necessary to effectively perform their duties as members of the Audit Committee. Messrs. Hendrickson, Fleishman and FleishmanWhite meet the definition of “independent director” for purposes of serving on our Audit Committee under applicable SEC and Nasdaq rules. As noted above, we intend to have a fully independent Audit Committee by the first anniversary of our IPO as permitted by Rule 10A-3. We did not have an Audit Committee prior to the date of our IPO.

Under Rule 10A-3(b)(1)(iv)(A) of the Exchange Act and Nasdaq listing standards, our Audit Committee is not required to be comprised of exclusively independent directors until July 15, 2016, the first anniversary of our IPO, and the Company is relying on this exemption.

The Audit Committee, among other things, assists the Board in fulfilling its oversight responsibilities relating to (a)things: (i) monitors and oversees our accounting and financial reporting processes, and the integrity of ourthe corporate accounting and financial reporting processes and financial information, including financial statements (b)statements; (ii) reviews our compliance with legal and regulatory requirements; (iii) oversees our processes relating to risk management, including cyber risk; (iv) oversees our conduct and systems of internal control over financial reporting and disclosure controls and procedures, (c) our processes related to risk management, (d) procedures for receipt, retention and treatmentprocedures; (v) oversees the annual audit of complaints and the confidential anonymous submission by our employees regardingCompany’s financial statements; (vi) evaluates the independent registered public accounting or auditing matters, (e) thefirm’s qualifications, engagement, compensation independence and independence; and (vii) monitors the performance of ourthe Company’s independent registered public accounting firm (f) our independent registeredas well as any other public accounting firm’s annualfirm engaged to perform other audit, of our financial statements and any engagement to provide other services, (g) our legal and regulatory compliance, (h) our related person transaction policy and (i) the application of our code of ethical business conduct as adopted by the Board.

review, or attest services.

The Audit Committee hadmet four (4) meetingstimes during fiscal year 2015 and met telephonically one (1) time.2020. The Audit Committee meets with our independent registered public accounting firm without management present on a regular basis.

The current members of the Compensation Committee are Ms. Ahlman, Messrs. Zannino, CahillFisch and Fisch. From July 15, 2015, the date of our IPO, and until September 2015, Messrs. Zannino, Cahill and Scharfenberger served on the Compensation Committee. From the beginning of fiscal year 2015 through the date of our IPO, the Compensation Committee was comprised of Messrs. Zannino, Butler and Cahill. Since the date of our IPO, allZannino. All members of the Compensation Committee have metmeet all applicable independence standards under Nasdaq corporate governance standards.

The Compensation Committee, among other things: (i) reviews and recommends to the Boardapproves appropriate compensation of our Chief Executive Officer and our other executive officers,officers; (ii) oversees management succession planning,planning; (iii) reviews and approves employment arrangements with our executive officers,officers; (iv) administers equity and non-equity compensation plans and programs, andprograms; (v) evaluates and recommends to the Board appropriate forms and amounts of director compensation.compensation; and (vi) prepares the annual report of the Compensation Committee. When required by applicable SEC rules, our Compensation Committeeit will also prepare the annual report of the Compensation Committee and will recommend to the Board the frequency of the say-on-pay vote.

The Compensation Committee also reviews and recommends to the Board the target

annual incentive pool, the annual performance objectives for participants, and actual payouts to participants, including the executive officers. The Compensation Committee has sole decision-making authority with respect to all compensation recommendations for our executive officers, subject to further action of the Board as the Board shall determine.

The Compensation Committee formally met four (4)three (3) times in fiscal year 2015.2020. Decisions regarding executive compensation were approved by our Board after taking into account the recommendations of the Compensation Committee and its members.

Director Nominations

As we are now transitioning from being a controlled company,

Consistent with our Board’s selection, by a majorityreview of our corporate governance principles and focus on promoting certain governance best practices, our Board established the Nominating and Corporate Governance Committee in 2019. The current members of the independent directors in a vote in which only independent directors participate. The directors who participate in the considerationNominating and recommendation of director nomineesCorporate Governance Committee are Ms. Ahlman, Messrs. Cahill, Fisch, Fleishman, Hendrickson, ScharfenbergerWhite and Zannino. OurAll members of the Nominating and Corporate Governance Committee meet the applicable independence standards under Nasdaq corporate governance standards.

The Nominating and Corporate Governance Committee, among other things: (i) manages the process of identifying and screening potential director candidates to the Board, believesincluding candidates recommended by stockholders and filling vacancies consistent with the criteria approved by the Board; (ii) recommends director candidates to the Board; (iii) reviews the effectiveness of and recommends modifications as appropriate to the Company’s process and criteria (including experience, qualifications, attributes, diversity or skills in light of the Company’s business and structure) used to evaluate Board membership and director independence; (iv) reviews disclosures concerning director and nominee’s experience, qualifications, attributes or skills that led to the independentdecision that each director or nominee should serve as a director; (v) evaluates and makes a recommendation to the Board whether directors can satisfactorily carry outqualify as independent; (vi) reviews periodically the responsibilitycommittee structure and leadership and recommends any changes to the Board; (vii) reviews the design of properly selecting or approvingnew director orientation and continuing education for all directors in conjunction with Company management; and (viii) develops the methodology for annual self-evaluations of the Board, its committees and management.

Stockholders may submit recommendations for consideration to the Nominating and Corporate Governance Committee, which will be evaluated using substantially the same criteria as applied to recommendations of directors and members of management, by providing the person’s name and appropriate background and biographical information by writing to the Nominating and Corporate Governance Committee at Ollie’s Bargain Outlet Holdings, Inc., Attn: The Board of Directors, the Nominating and Corporate Governance Committee, 6295 Allentown Blvd., Suite 1, Harrisburg, Pennsylvania 17112. No potential director nominees withoutwere recommended by stockholders in 2020.

To assist it in performing its duties, the formation of a standing nominating committee. In accordance with Rule 5605(e)(1)(A) ofNominating and Corporate Governance Committee has the Nasdaq rules, all such directorsauthority to engage outside consulting firms.

Our Director nominees up for election at this Annual Meeting are independent. recommended to our Board for election by our Nominating and Corporate Governance Committee and nominated for election by the Board.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Ournoted above, our Board will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). In general, in identifying and evaluating nominees for director, our Board considers whether the candidates possess the required skill sets and fulfill the qualification requirements of directors approved by the Board, including independence, sound judgment, business specialization, technical skills, diversity and other desired qualities.

Our Board and management continually monitor the material risks facing our Company, including, but not limited to financial risk, strategic risk, operational risk, and legal and compliance risk.risk, as well as risks the Company is facing related to the ongoing COVID-19 pandemic. Management regularly reports to the Board on its activities in monitoring and mitigating such risks. Overall responsibility for risk oversight rests with our Board. In addition, the Board may delegate risk oversight responsibility to a particular committee in situations in which the risk falls within the committee’s area of focus or expertise.

Our Board believes that for certain areas of risk, our Company is better served by having the initial risk evaluation and risk monitoring undertaken by a subset of the entire Board that is more focused on the issues pertaining to the particular risk. For instance, our Compensation Committee assists the Board in evaluating risks relating to our compensation policies and procedures. Our Nominating and Governance Committee, which is comprised of all our independent directors, has responsibility under the Committee’s charter to review Environmental, Social and Governance (“ESG”) risk and develop strategy as we continue to evolve our responses in this area. Also, our Audit Committee assists the Board in fulfilling the Board’sBoard's oversight responsibility relating to the evaluation of financial, regulatory, cyber and other enterprise risks. level risks confronting the Company.

As it deems necessary, the respective committee to which oversight and monitoring of a particular risk has been assigned reports on risk exposures and mitigation strategies with respect to such risk to the entire Board.

The CompanyCompensation Committee is aware that compensation arrangements, if not properly structured, may encourage inappropriate risk-taking and conducts, annually, a formal review, in conjunction with Pearl Meyer, of all of its incentive programs for executives and employees. After conducting this review, the Committee has reviewed its compensation policies and practices and concluded that theyour compensation programs are not reasonably likely to have aincentivize employee behavior that would result in any material adverse effect on the Company.

Our Board understands there is no single, generally accepted approach to providing boardBoard leadership and that given the dynamic and competitive business environment in which we operate,operate; the appropriate leadership may vary as circumstances warrant. Mr.Following the unexpected passing of Mark Butler, serves asone of our founders and Chief

Our Lead Independent Director is inappointed by the Company’s best interests to have Mr. Butler serve as Chairmanindependent members of our Board, with the following responsibilities:

It is our policy that each director must be prepared to devote the time required to prepare for and attend Board meetings and fulfill their responsibilities effectively.

Our Directors may not serve on more than four other public company boards, but none of our Directors currently serves on more than two other public company boards.

In fiscal year 2015,2020, the Board held four (4)five (5) meetings (including regularly scheduled and special meetings) and took action by unanimous written consent from time to time. All incumbent directors attended at least 75%100% of (i) the total number of meetings of the Board (held during the period for which hesuch person has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods that he or she served).

Stockholders and other parties interested in communicating directly with the Board as a group may do so by writing to the Board, c/o Ollie’s Bargain Outlet Holdings, Inc., 6295 Allentown Boulevard, Suite 1, Harrisburg, Pennsylvania 17112. The General Counsel will review all correspondence and regularly forward to the Board all such correspondence that, in the opinion of the General Counsel, deals with the functions of the Board or committees thereof or that the General Counsel otherwise determines requires Board attention. Concerns relating to accounting, internal controls or auditing matters will immediately be brought to the attention of the Chairman of the Audit Committee. We have adopted a Whistleblower Policy, which establishes procedures for submitting these types of concerns, either personally or anonymously through the submission of a written statement to the General Counsel or the Audit Committee.

Stockholders and other parties interested in communicating directly with Mr. Hendrickson, as Chairman of the Audit Committee, may do so by writing to Mr. Thomas Hendrickson, Chairman, Audit Committee, c/o Ollie’s Bargain Outlet Holdings, Inc., 6295 Allentown Boulevard, Suite 1, Harrisburg, Pennsylvania 17112.

Code of Ethical Business Conduct

We have adopted a Code of Ethical Business Conduct (the “Code”), that applies to all of our directors, officers and employees, including our principal executive officer and principal financial accounting officer. The Code is posted on our website at www.ollies.us. Any amendments to, or waivers under, our Code which are required to be disclosed by the rules promulgated by the SEC will be disclosed on the Company’s website at www.ollies.us.

We have adopted Corporate Governance Guidelines and Principles. These guidelines outline the role of our Board, the composition and operating principles of our Board and its committees and our Board’s working process. Our Corporate Governance Guidelines and Principles are posted on our website at www.ollies.us.

Our Board, based upon the recommendation of the Compensation Committee, has set non-employee director compensation at the median level for the peer group identified by its compensation consultant, Pearl Meyer.

“Resolved, that Ollie’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in Ollie’s proxy statement for the 2021 Annual Meeting of Stockholders pursuant to the executive compensation disclosure rules of the United States Securities and Exchange Act requiresCommission, including the Compensation Discussion and Analysis, the 2020 Summary Compensation Table and the other related tables and disclosure.”

During this unprecedented time, the Compensation Committee’s long-standing principles will guide its decision-making process. As the global COVID-19 pandemic evolves and the economic circumstances continue to develop, the Compensation Committee will monitor the situation and review and consider the Company’s officersexecutive compensation program and directors, and persons who own more than ten percentpractices as it determines to be in the best interests of the commonCompany’s stockholders, and where appropriate, other stakeholders.

In fiscal 2020, we compensated our NEOs through a combination of base salary and annual cash incentive bonuses as well as grants of stock options and RSUs pursuant to our Equity Plans. Our executive officers are also eligible to receive certain benefits, which include a 401(k) plan with matching contributions, life insurance, automobile allowances, group term life insurance and group health insurance, including medical, dental and vision insurance.

For participants in the annual incentive bonus plan (the “Incentive Bonus Plan”), the annual incentive bonus is based on the salary of the individual, and a sliding scale that is consistent with their position with the Company or set out in their respective Employment Agreements. Our Incentive Bonus Plan is based on the level of

Since we became a public company in July 2015, we have sought to fileadhere to key governance practices that reflect our compensation philosophy and support long-term company success while helping to mitigate compensation risks.

We define EBITDA as net income before net interest income or expense, depreciation and amortization expenses and income taxes. Adjusted EBITDA represents EBITDA as further adjusted for non-cash items of stock-based compensation expense and gains on insurance settlements. EBITDA and Adjusted EBITDA are non-GAAP measures and may not be comparable to similar measures reported by other companies. For a discussion of these non-GAAP measures, including a reconciliation to the nearest GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—EBITDA and Adjusted EBITDA” on pages 45-47 of our Annual Report on Form 10-K, filed with the SEC reportson March 24, 2021.

The Adjusted EBITDA targets and potential payouts under the Incentive Bonus Plan for fiscal 2020 for each NEO, as well as performance achieved, were as follows based on actual achievement of $306.5 million Adjusted EBITDA or approximately 136% of the Target Adjusted EBITDA ($225.4 million):

For purposes of company

securitiesmeeting this policy, ownership includes:

Executives covered by the policy have five (5) years to meet the guidelines established by it. However, during the period that a person covered by the policy has not met the standards set by the policy, covered executives are required by SEC rulesencouraged to furnishhold 50% of the Company with copiesshares unrealized from vesting or exercise of all Section 16(a) reports they file. Based solelyshares or stock options on a reviewpost-tax, net share basis. In addition to the established guidelines, other guidelines regarding the length of time an executive must attain the guideline along with the respective holding requirements are established within the policy.

The Compensation Committee assesses progress toward meeting ownership expectations on an annual basis, measured on the last day of the copiesfiscal year. Management communicates with the Compensation Committee the covered person’s progress toward increasing his or her ownership position. As of such forms furnishedJanuary 30, 2021, each covered executive had either met the requirements, or was deemed by the Committee to be on a satisfactory path to meet the requirements of the policy.

The Compensation Committee has reviewed, and discussed with management, the Compensation Discussion and Analysis contained in this Proxy Statement, and based on this review and discussion, recommended to the Company, or written representations fromBoard that it be included in this Proxy Statement.

No member of our Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries. None of our executive officers serves as a member of the board of directors or compensation committee of any company that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

The following table sets forth certain information about outstanding equity awards held by our NEOs as of January 30, 2016.2021.