DEF 14A: Ollies Bargain Outlet Holdings Sets Date for 2024 Annual Stockholders Meeting
Proxy Statement
Ollies Bargain Outlet Holdings will hold its 2024 Annual Meeting of Stockholders on June 13, 2024, to elect directors, approve executive compensation matters, and ratify the appointment of its independent accounting firm.
Summary
- Ollies Bargain Outlet Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders on June 13, 2024, at 10:00 a.m. local time at the Colonial Golf and Tennis Club in Harrisburg, PA.
- Stockholders will vote on the election of nine directors, a non-binding advisory proposal regarding named executive officer compensation, a non-binding advisory proposal regarding the frequency of advisory votes on executive compensation, and the ratification of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending February 1, 2025.
- The record date for determining stockholders eligible to vote at the Annual Meeting was April 17, 2024.
- The company is providing access to proxy materials electronically to reduce environmental impact and costs.
- In Fiscal 2023, total net sales were $2.103 billion, an increase of 15.1% compared to the prior year.
- Comparable store sales increased 5.7% from the prior year.
- The company opened 45 new stores and closed one store, ending the year with 512 stores in 30 states.
- Net income totaled $181.4 million, an increase of 76.5% as compared with net income of $102.8 million in the prior year.
- Earnings per diluted share was $2.92, an increase of 78.0% as compared with earnings per diluted share of $1.64 in the prior year.
- Adjusted EBITDA totaled $275.2 million, an increase of 62.9% compared to the prior year.
- The company returned over $94.3 million of value to shareholders through the repurchase of 1,656,802 shares of common stock in Fiscal 2022 and Fiscal 2023.
Sentiment
Score: 8
Explanation: The document presents a positive outlook with strong financial results and growth initiatives, indicating a favorable sentiment.
Positives
- Total net sales increased by 15.1% to $2.103 billion in Fiscal 2023.
- Comparable store sales increased by 5.7% in Fiscal 2023.
- Net income increased by 76.5% to $181.4 million in Fiscal 2023.
- Earnings per diluted share increased by 78.0% to $2.92 in Fiscal 2023.
- Adjusted EBITDA increased by 62.9% to $275.2 million in Fiscal 2023.
- The company returned over $94.3 million to shareholders through stock repurchases in Fiscal 2022 and Fiscal 2023.
- The company's real estate feasibility study concluded that it can operate up to 1,300 stores nationwide, up from a previous target of 1,050.
Negatives
- One store was closed in Fiscal 2023.
Risks
- The document mentions monitoring the impact of ongoing and potential future pandemics, and other healthand safetyrelated events, on the business, including on associates, customers, business partners, and the supply chain.
Future Outlook
The company's real estate feasibility study concluded that it can operate up to 1,300 stores nationwide, up from a previous target of 1,050.
Management Comments
- In Fiscal 2023, we opened our 500th store, entered our 30th state, added a record 3.6 million new Ollies Army members, and returned to a pattern of consistent execution and growth.
Industry Context
The migration trend out of larger metropolitan markets into rural and suburban areas is a positive trend for Ollies.
Comparison to Industry Standards
- The document references a peer group used for executive compensation decisions, including companies like Big Lots, Burlington Stores, Five Below, and Dollarama Inc.
- The Compensation Committee benchmarks against this peer group to ensure competitive compensation levels for its executives and directors.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Diversity | The Board publicly discloses board-level diversity statistics using a standardized template and has at least three (3) board members who self-identify as diverse, including at least two (2) board members who self-identify as female. | N/A | Ensures compliance with Nasdaq's Board Diversity Rule and promotes diversity at the board level. |
| Rooney Rule | The Board has adopted a version of the so-called Rooney Rule, requiring that we, or search firms we engage to recruit directors, include qualified candidates with a diversity of race/ethnicity and gender in the initial pool from which the Committee selects director candidates. | N/A | Promotes diversity in the selection of director candidates. |
| Overboarding Policy | The Boards Corporate Governance Guidelines and Principles includes an overboarding policy limiting the number of other public-company boards of directors on which our directors are permitted to serve. | N/A | Ensures directors are prepared to devote the time required to prepare for and attend Board meetings and fulfill their responsibilities effectively. |
Related Party Transactions
- The Company made purchases from Hillman Solutions Corp. and related subsidiaries: (a) $0.8 million during Fiscal 2022; and (b) $1.4 million during Fiscal 2023.
- The Company made purchases from AriZona Beverages, LLC: (a) approximately $2.7 million in Fiscal 2022; and (b) approximately $2.9 million during Fiscal 2023.
Stakeholder Impact
- The company's performance and governance practices impact shareholders, employees, customers, and the communities in which it operates.
- The company emphasizes the safety and well-being of associates and customers.
- The company supports various charitable organizations through its Ollies Cares initiative.
Next Steps
- Stockholders are encouraged to vote by proxy in advance of the Annual Meeting.
- The Board will review the results of the advisory votes and take them into account in making determinations regarding executive compensation and the frequency of future votes regarding executive compensation.
Key Dates
| Date | Description |
|---|---|
| April 17, 2024 | Record date for determining stockholders eligible to vote at the Annual Meeting |
| May 2, 2024 | Notice of Internet Availability was first mailed on or before this date |
| June 13, 2024 | Date of the 2024 Annual Meeting of Stockholders |
| January 2, 2025 | Deadline for receipt of stockholder proposals for inclusion in the company's proxy materials for the next annual meeting |
| February 13, 2025 | Earliest date for delivery of a stockholder's notice to nominate a person for election to the Board or to propose other business at the next annual meeting |
| March 15, 2025 | Latest date for delivery of a stockholder's notice to nominate a person for election to the Board or to propose other business at the next annual meeting |
| April 14, 2025 | Deadline for stockholders to provide notice with information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules |
Keywords
Annual Meeting, Proxy Statement, Executive Compensation, Board of Directors, KPMG, Stockholders, Corporate Governance, Ollies Bargain Outlet
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