UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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BJS WHOLESALE CLUB, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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May 17, 2004
Via Facsimile and U. S. Mail
Mr. Edward Corrao
Fidelity Management and Research Company
82 Devonshire Street, Mail Zone F7C
Boston, MA 02109
Re: | BJs Wholesale Club, Inc. (the Company) |
1997 Stock Incentive Plan |
Dear Mr. Corrao:
This letter is in response to the May 10, 2004 telephone call the Company received from Fidelity Management and Research Company (Fidelity) regarding the proposed amendment to the Companys 1997 Stock Incentive Plan (the Plan), which is Board Proposal No. 2 in the Companys proxy statement for the Annual Meeting of Stockholders to be held on May 20, 2004. Specifically, this letter responds to your concern that the proposed form of the Plan does not contain an express provision that all future material amendments will require stockholder approval.
As we discussed, the Plan, as proposed, provides that no amendment requiring stockholder approval under any applicable New York Stock Exchange regulations, among others will become effective until stockholder approval is obtained. This would encompass any material amendments to the Plan. Nevertheless, in response to Fidelitys stated preference for including an express provision that all future material amendments will require stockholder approval, this letter confirms that management will recommend to the Executive Compensation Committee of the Companys Board of Directors that the Plan be amended to require stockholder approval of material amendments to the Plan.
Sincerely, |
BJS WHOLESALE CLUB, INC. |
/s/ Michael T. Wedge |
President and Chief Executive Officer |
BJS Wholesale Club, Inc. One Mercer Road
P.O. Box 9601 Natick, MA 01760-9601
www.bjs.com (508) 651-7400