Stock Incentive Plans | Stock Incentive Plans On June 13, 2018, the Company’s Board of Directors adopted, and its stockholders approved, the BJ's Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the "2018 Plan"). The 2018 Plan provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards. Prior to the adoption of the 2018 Plan, the Company granted stock-based compensation to employees and non-employee directors under the Fourth Amended and Restated 2011 Stock Option Plan of BJ's Wholesale Club, Inc. (f/k/a Beacon Holding Inc.), as amended (the "2011 Plan") and the 2012 Director Stock Option Plan of BJ’s Wholesale Club Holdings, Inc. (f/k/a Beacon Holding, Inc.), as amended (the "2012 Director Plan"). No further grants will be made under the 2011 Plan or the 2012 Director Plan. The 2018 Plan authorizes the issuance of 13,148,058 shares, including 985,369 shares that were reserved but not issued under the 2011 Plan and the 2012 Director Plan. If an award under the 2018 Plan, the 2011 Plan or the 2012 Director Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2018 Plan. Additionally, shares tendered or withheld to satisfy grant or exercise price, or tax withholding obligations associated with an award under the 2018 Plan, the 2011 Plan or the 2012 Director Plan will be added to the shares authorized for grant under the 2018 Plan. The following shares may not be used again for grant under the 2018 Plan: (1) shares subject to a stock appreciation right ("SAR") that are not issued in connection with the stock settlement of the SAR upon its exercise and (2) shares purchased on the open market with the cash proceeds from the exercise of options under the 2018 Plan, 2011 Plan or 2012 Director Plan. As of July 31, 2021, there were 5,549,786 shares available for future issuance under the 2018 Plan. On April 16, 2021, the Compensation Committee approved a modification to the equity awards agreements under the 2011 Plan, 2012 Director Plan and 2018 Plan. In the event that an employee is terminated due to death or disability, the modified equity award agreements provide for: (i) full vesting of all time-based awards, including restricted stock awards and stock options, (ii) pro-rata vesting of all performance-based awards, including performance share units, based on actual performance as of the end of the applicable performance period, pro-rated based on the period of employment during the applicable performance period, and (iii) the extension of the post-termination exercise window for vested stock options. The following table summarizes the Company’s stock award activity during the twenty-six weeks ended July 31, 2021 (shares in thousands): Stock Options Restricted Stock Restricted Stock Units Performance Stock Shares Weighted Shares Weighted Shares Weighted Shares Weighted Outstanding, January 30, 2021 3,673 $ 17.50 1,575 $ 26.29 29 $ 34.54 527 $ 23.96 Granted — — 489 44.45 26 46.82 401 44.28 Forfeited/canceled — — (1) 44.45 — — (282) 28.98 Exercised/vested (297) 16.69 (941) 29.18 (29) 34.60 — — Outstanding, July 31, 2021 3,376 $ 17.58 1,122 $ 34.00 26 $ 46.82 646 $ 38.97 Stock-based compensation expense was $7.3 million and $9.1 million for the thirteen weeks ended July 31, 2021 and August 1, 2020, respectively. Stock-based compensation expense was $34.6 million and $14.6 million for the twenty-six weeks ended July 31, 2021 and August 1, 2020, respectively. Stock-based compensation expense in the twenty-six weeks ended July 31, 2021 included $17.5 million of stock-based compensation expense related to the modification of stock awards associated with the passing of the former President and Chief Executive Officer (CEO), Lee Delaney. On June 14, 2018, the Company’s Board of Directors adopted, and its stockholders approved, the BJ's Wholesale Club Holdings, Inc. Employee Stock Purchase Plan (the "ESPP"), which became effective July 1, 2018. The aggregate number of shares of common stock that were to be reserved for issuance under the ESPP was to be equal to the sum of (i) 973,014 shares and (ii) an annual increase on the first day of each calendar year beginning in 2019 and ending in 2028 equal to the lesser of (A) 486,507 shares, (B) 0.5% of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares as determined by the board of directors. The offering under the ESPP commenced on January 1, 2019. The amount of expense recognized for the thirteen weeks ended July 31, 2021 and August 1, 2020 was $0.4 million and $0.2 million, respectively. The amount of expense recognized for the twenty-six weeks ended July 31, 2021 and August 1, 2020 was $0.5 million and $0.3 million, respectively. As of July 31, 2021, remaining shares available for issuance under the ESPP were 2,177,223. Treasury Shares Acquired The Company reacquired 120,421 shares to satisfy employees’ tax withholding obligations upon the vesting of restricted stock awards in the thirteen weeks ended July 31, 2021, which were recorded as $5.6 million of t reasury stock. The Company reacquired 121,915 shares in the thirteen weeks ended August 1, 2020, which were recorded as $4.3 million of treasury stock. The Company reacquired 346,825 shares to satisfy employees’ tax withholding obligations upon the vesting of restricted stock awards in the twenty-six weeks ended July 31, 2021, which were recorded as $15.7 million of treasury stock. The Company reacquired 205,268 in the twenty-six weeks ended August 1, 2020, which were recorded as $6.4 million of treasury stock. Share Repurchase Program On December 19, 2019, the Company's Board of Directors authorized the repurchase of up to $250.0 million of the Company's outstanding common stock from time to time as market conditions warrant (the "Program"). The Program expires at the end of fiscal year 2021. The Company initiated the Program to mitigate potentially dilutive effects of stock options and shares of restricted stock granted by the Company, in addition to enhancing shareholder value. As of July 31, 2021, $86.8 million remained available to purchase under the Program. The Company repurchased 1,054,116 shares for $49.6 million and 924,282 shares for $34.1 million during the thirteen weeks ended July 31, 2021 and August 1, 2020, respectively. The Company repurchased 1,369,116 shares for $63.5 million and 1,099,282 shares for $38.1 million during the twenty-six weeks ended July 31, 2021 and August 1, 2020, respectively. |