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: June 12, 2025
(Date of earliest event reported)
Ollie's Bargain Outlet Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-37501 | 80-0848819 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 6295 Allentown Boulevard | ||
| Suite 1 | ||
| Harrisburg, Pennsylvania | 17112 | |
| (Address of principal executive offices) | (Zip Code) |
(717) 657-2300
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.001 par value | OLLI | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As discussed in Item 5.07 below, upon the recommendation of the Board of Directors (the “Board”) of Ollie’s Bargain Outlet Holdings, Inc. (the “Company”), the stockholders of the Company, at the Company’s annual meeting of stockholders held on June 12, 2025 (the “Annual Meeting”), approved the Ollie’s Bargain Outlet Holdings, Inc. 2025 Equity Incentive Plan (the “2025 Plan”).
The material features of the 2025 Plan are described in Proposal 3 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2025 (the “Proxy Statement”), which description is incorporated herein by reference. The description of the 2025 Plan incorporated herein by reference is qualified in its entirety by the text of the 2025 Plan, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 12, 2025, the Company held the Annual Meeting. The matters voted upon at the Annual Meeting and the final voting results were as follows:
1. To elect ten (10) directors to the Board to hold office until the 2026 annual meeting of stockholders or until their respective successors are elected and qualified.
The stockholders of the Company approved the election of each of the ten (10) director nominees proposed by the Company. The voting results are set forth below:
| Name of Director | Votes For | Votes Against | Abstain | Broker Non-Votes |
| Alissa Ahlman | 57,047,098 | 930,197 | 159,155 | 1,129,316 |
| Mary Baglivo | 57,039,372 | 938,494 | 158,584 | 1,129,316 |
| Robert Fisch | 56,860,471 | 1,214,987 | 60,992 | 1,129,316 |
| Stanley Fleishman | 53,693,759 | 4,380,183 | 62,508 | 1,129,316 |
| Thomas Hendrickson | 56,861,194 | 1,214,054 | 61,202 | 1,129,316 |
| Abid Rizvi | 57,000,486 | 976,746 | 159,218 | 1,129,316 |
| John Swygert | 57,018,312 | 1,056,230 | 61,908 | 1,129,316 |
| Eric van der Valk | 57,590,850 | 484,588 | 61,012 | 1,129,316 |
| Stephen White | 56,997,094 | 1,078,374 | 60,982 | 1,129,316 |
| Richard Zannino | 56,249,963 | 1,825,351 | 61,136 | 1,129,316 |
2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
The stockholders of the Company approved a non-binding advisory resolution regarding the compensation of the Company’s named executive officers. The voting results are set forth below:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 55,108,519 | 2,913,731 | 114,200 | 1,129,316 |
3. To approve the 2025 Plan, which the Board approved and adopted, subject to approval by the Company’s stockholders at the Annual Meeting, to succeed the Company’s 2015 equity incentive plan, which is expiring.
The Company’s stockholders approved the vote on the proposal to approve the 2025 Plan, which the Board adopted, to succeed the Company’s 2015 equity incentive plan, which is expiring. The voting results are set forth below:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 55,909,397 | 2,156,993 | 70,060 | 1,129,316 |
4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026.
The stockholders of the Company ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. The voting results are set forth below:
| Votes For | Votes Against | Abstain |
| 58,615,224 | 564,385 | 86,157 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed with this report: |
| EXHIBIT INDEX | ||
| Exhibit No. | Description | |
| Ollie’s Bargain Outlet Holdings, Inc. 2025 Equity Incentive Plan | ||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
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.
| OLLIE’S BARGAIN OUTLET HOLDINGS, INC. | |||
| By: | /s/ James J. Comitale | ||
| Name: | James J. Comitale | ||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | ||
| Date: June 18, 2025 | |||