8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2023

Ollie's Bargain Outlet Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-37501	80-0848819
(State or Other Jurisdiction of Incorporation)	(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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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(s)	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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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.

On November 30, 2023, the Board of Directors (the “Board”) of Ollie’s Bargain Outlet Holdings, Inc., a Delaware corporation (NASDAQ: OLLI) (the “Company”) fixed the number of directors at nine (9), appointed Mary Baglivo as a member of the Board as an independent director, and appointed Ms. Baglivo to serve on the Nominating and Corporate Governance Committee, each effective immediately.

The Board reviewed and discussed the qualifications of Ms. Baglivo as a director nominee, and determined that Ms. Baglivo qualifies as an “independent director” under the Nasdaq Stock Market Rules, Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and as set forth in its Corporate Governance Guidelines and Principles.

Ms. Baglivo currently serves as the chief executive officer of the Baglivo Group, a strategy consulting company. She has extensive knowledge and experience in the fields of global marketing, advertising, consumer branding, market research, public relations, crisis communications, and strategic planning. She has held chief marketing officer roles at several universities, including Northwestern, Rutgers, and Pace. Ms. Baglivo previously served as chair and chief executive officer, the Americas at Saatchi & Saatchi Worldwide from 2008 to 2013, and chief executive officer, New York from 2004 to 2008. Prior to joining Saatchi & Saatchi, she was president of Arnold Worldwide from 2002 to 2004 and chief executive officer of Panoramic Communications from 2001 to 2002. Ms. Baglivo currently serves as a director of Host Hotels and Resorts and Urban Edge Properties. Ms. Baglivo previously served as a director of Ruth’s Hospitality Group until July 2023 and PVH until June 2021.

The Company will enter into an indemnification agreement with Ms. Baglivo. The terms of Ms. Baglivo’s indemnification agreement with the Company are described in the Company’s Registration Statement on Form S-1 (File No. 333-204942) and a form of such agreement was filed as Exhibit 10.9.1 to the registration statement.

A copy of the Company’s press release issued on December 1, 2023 announcing the appointment is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

EXHIBIT INDEX
Exhibit No.	Description
99.1	Press Release issued on December 1, 2023 of Ollie’s Bargain Outlet Holdings, Inc.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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.
Date: December 1, 2023	By:	/s/ James J. Comitale
		Name: James J. Comitale
		Title: Senior Vice President, General Counsel & Corporate Secretary

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EX-99.1

Exhibit 99.1

Ollie’s Bargain Outlet Holdings, Inc. Expands Board of Directors with the Appointment of Mary Baglivo

HARRISBURG, PA – December 1, 2023 – Ollie’s Bargain Outlet Holdings, Inc. (NASDAQ: OLLI) (the “Company”) today announced the appointment of Mary Baglivo as a member of its Board of Directors and as a member of the Nominating and Corporate Governance Committee.  Ms. Baglivo is an independent director under applicable SEC and NASDAQ rules.

Mary Baglivo is an experienced Chief Executive and Chief Marketing Officer, with deep expertise in brand strategy, marketing, advertising, strategic communications, and general business operations. She has held roles as Chief Executive Officer of global advertising agencies, Saatchi & Saatchi, Arnold Worldwide, Panoramic Marketing, and Euro RSCG.

Her experience also includes higher education leadership positions, including Chief Marketing Officer Roles at Northwestern, Rutgers, and Pace Universities. Mary has experience serving on both public and private boards.   She currently serves as an independent director for Host Hotels & Resorts, Inc. and Urban Edge Properties and has previously served on the boards of PVH Corp., Ruth’s Hospitality Group, Verve Mobile and Baby Jogger. Ms. Baglivo received a BA in English from Rutgers and MS in Communications and Integrated Marketing from Northwestern University.

John Swygert, President and Chief Executive Officer, stated, “We are delighted to welcome Mary to our Board and believe that we will benefit from her extensive marketing and advertising experience as well as her overall business acumen. She is an accomplished and proven leader and will be a tremendous resource as we continue to execute our growth strategies and build the Ollie’s brand. We look forward to her insights and contributions as our newest board member.”

Ms. Baglivo’s appointment to the Board of Directors expands the number of board members to nine from eight. The appointment was effective as of November 30, 2023, and she will stand for election to the Board of Directors at the Company’s 2024 annual meeting of stockholders. 

About Ollie’s

We are America’s largest retailer of closeout merchandise and excess inventory, offering Real Brands and Real Bargain prices®!  We offer extreme value on brand name products in a variety of departments, including housewares, food, books and stationery, bed and bath, floor coverings, toys, health and beauty aids, and more. We currently operate 510 stores in 30 states and growing! For more information, visit www.ollies.us

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Investor Contact:

John Rouleau

ICR

John.Rouleau@icrinc.com

Media Contact:

Tom Kuypers

Senior Vice President – Marketing & Advertising

717-657-2300

tkuypers@ollies.us

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XML

Document and Entity Information	Nov. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2023
Entity File Number	001-37501
Entity Registrant Name	Ollie's Bargain Outlet Holdings, Inc.
Entity Central Index Key	0001639300
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0848819
Entity Address, Address Line One	6295 Allentown Boulevard
Entity Address, Address Line Two	Suite 1
Entity Address, City or Town	Harrisburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17112
City Area Code	717
Local Phone Number	657-2300
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OLLI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false