Bed Bath & Beyond to Keep Director Investors Voted to Oust

By Aisha Al-Muslim

Bed Bath & Beyond Inc. has decided to keep a longtime director on its board despite investors voting three months ago to unseat her.

The home-goods retailer said Thursday it rejected Victoria A. Morrison's resignation from the board after investors voted to oust the director at the company's annual shareholder meeting in June.

Under the company's rules, Ms. Morrison submitted her resignation following the certification of the election results. The company then has the option of accepting or rejecting the resignation.

The board, according to a regulatory filing, later "determined that the acceptance of Ms. Morrison's resignation would not be in the best interests of the Company or its shareholders and voted unanimously not to accept her resignation."

The board made the decision, without Ms. Morrison's participation, considering her qualifications and experience, such as in strategic planning and real-estate transactions, the company said.

Ms. Morrison is a lawyer who has served on the board since 2001. She is general counsel of real-estate company Edison Properties LLC.

Under the company's rules, Ms. Morrison submitted her resignation following the certification of the election results. The company then has the option of accepting or rejecting the resignation.

In a rare public protest, investors cast about 60.5 million votes against Ms. Morrison's re-election compared with 48 million in favor, the company had said in June. Separately, in a nonbinding vote, shareholders also rejected the company's executive-pay plan. The result came after proxy adviser Institutional Shareholder Services recommended that shareholders withhold their vote from members of Bed Bath & Beyond's compensation committee, which included Ms. Morrison.

On Thursday, Bed Bath & Beyond said it would accept Ms. Morrison's resignation from the board's compensation committee.

However, Ms. Morrison, will remain a member of the board's nominating and governance committee, the company said. Bed Bath & Beyond said Ms. Morrison is part of the board's ongoing "refreshment initiative," which has resulted in three new directors joining the board since 2017. The initiative is expected to result in more changes to the board's composition, the company said.

On Wednesday, Bed Bath & Beyond reported revenue growth was roughly flat in the latest quarter as the retailer experienced a drop in store sales, missing analysts' expectations for profit and comparable sales.

Shares in the Union, N.J.-based company, which operates under banners such as Bed Bath & Beyond, Harmon Face Values and buybuy BABY, fell 21% to $14.86 in Thursday trading.

Shares in the company are down 36% in the last year.

Write to Aisha Al-Muslim at aisha.al-muslim@wsj.com

(END) Dow Jones Newswires

September 27, 2018 18:34 ET (22:34 GMT)

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