UNION, N.J., May 29, 2019 /PRNewswire/ -- Bed Bath &
Beyond Inc. (Nasdaq: BBBY) today announced that four new
independent directors have been appointed to the Company's Board of
Directors as part of the Board's continued transformation. With
these appointments, the Board will comprise 13 directors, 12 of
whom have joined the Board within the past two years, 12 of whom
are independent and seven of whom are women. All members of the
Board have been selected for their complementary skill sets and
shared commitment to improve the Company's performance and drive
value for all Bed Bath & Beyond stakeholders as the business
continues to evolve.
With the addition of these four new independent directors –
John E. Fleming, Sue E. Gove, Jeffrey A.
Kirwan and Joshua E.
Schechter – the Bed Bath & Beyond Board will consist
of:
- Patrick Gaston, Independent
Chairman of the Board, President and Chief Executive Officer of PG
Consulting, former President, Western Union Foundation and Verizon
Foundation and former Senior Advisor to the Clinton Bush Haiti
Fund.
- Mary Winston, Interim Chief
Executive Officer, President and Founder, WinsCo Enterprises
Consulting Services and former Executive Vice President and Chief
Financial Officer at Family Dollar Stores Inc.
- Stephanie Bell-Rose, Senior
Managing Director, TIAA and Head of the TIAA Institute and former
managing director of The Goldman Sachs Group, Inc. and President of
the Goldman Sachs Foundation.
- Harriet Edelman, current Vice
Chairman, Emigrant Bank and former Senior Vice President and Chief
Information Officer, Business Transformation, and Senior Vice
President, Global Supply Chain of Avon Products Inc.
- John E. Fleming, former Global
eCommerce Chief Executive Officer of Uniqlo Co. Ltd. and Chief
Merchandising Officer and Chief Marketing Officer of Walmart,
Inc.
- Sue E. Gove, President of Excelsior Advisors, LLC, a
retail consulting and advisory firm, a Senior Advisor to Alvarez
& Marsal, former President and Chief Executive Officer of
Golfsmith International Holdings, Inc and Chief Operating Officer
of Zale Corporation.
- Jeffrey A. Kirwan, former Global
President and Chief Executive Officer of the Gap division of The
Gap, Inc.
- Johnathan B. (JB) Osborne, Chief Executive Officer and
Co-Founder of Red Antler.
- Harsha Ramalingam, senior
advisor at Boston Consulting Group, President and Owner,
Ramalingam Consulting and former
Global Vice President, e-commerce Platform at Amazon.com, Inc.,
where he was also responsible for the Chief Information Officer and
Chief Information Security Officer functions.
- Virginia Ruesterholz, former
Executive Vice President, Strategic Initiatives, Verizon
Communications, Inc. and former President, Verizon Services
Operations.
- Joshua E. Schechter, private
investor and public company director, former Chairman of several
public boards and former co-President of Steel Partners Japan Asset
Management.
- Andrea Weiss, current Founding
Partner, The O Alliance Consulting Services and Chief Executive
Officer and Founder of Retail Consulting Inc., and former senior
executive at dELiA*s, Inc., The Limited Inc., GUESS, Inc.,
Ann Taylor Stores, Inc. and The Walt
Disney Company.
- Ann Yerger, Corporate Governance
Specialist for Spencer Stuart's
North American Board Practice and former Executive Director of the
Council of Institutional Investors.
These appointments follow transformational changes made by the
Bed Bath & Beyond Board of Directors. The Board's recent
changes and ongoing actions include:
- Appointing nine new independent directors to the Board with
relevant skill sets for accelerating the business transformation
underway and promoting robust Board oversight. In addition, the
Company's longest-tenured directors have stepped down from the
Board;
- Appointing Patrick Gaston,
transformational leader and seasoned executive, as Independent
Chair of the Board;
- Appointing Mary Winston, a
seasoned public company executive who recently joined the Bed Bath
& Beyond Board, as Interim CEO;
- Actively searching for a permanent CEO who will bring
transformation and innovation experience in the retail sector to
the Company. The search process is being led by a dedicated CEO
Search Committee (which will include two of the directors who
joined the Board in connection with today's announcement), chaired
by independent director Virginia
Ruesterholz, the recently appointed chair of the Nominating
and Governance Committee, and is supported by a leading executive
search firm; and
- Creating a Business Transformation and Strategy Review
Committee (which will include two of the directors who joined the
Board in connection with today's announcement), chaired by
Andrea Weiss, a long-time retail
executive and innovator.
Patrick Gaston, Independent
Chairman of the Bed Bath & Beyond Board, said, "We have
significantly transformed the Bed Bath & Beyond Board with the
appointment of nine new independent directors over the last month.
I am pleased to welcome John, Sue, Jeffrey and Joshua as new
independent directors who bring additional financial, retail,
e-commerce and leadership experience to complement our Board's
strong qualifications, skills and expertise. We appreciate the work
undertaken by the Investor Group and their contributions and are
excited to work collaboratively with all of our Board members and
our shareholders to embrace opportunities to create lasting value
for the Company and all its stakeholders. The newly transformed
Board brings rich diversity of perspectives, backgrounds, ages,
gender, race and ethnicity and reflects the diversity of the
Company's loyal customers and dedicated associates. We believe that
our refreshed Board is well-equipped to oversee and drive the
business transformation underway, and we look forward to working
tirelessly on behalf of all shareholders to create significant
value."
Mary Winston, Interim Chief
Executive Officer of Bed Bath & Beyond, said, "Bed Bath &
Beyond is an iconic retailer with great brands, strong customer
affinity and hardworking associates. We are at an important
inflection point in the Company's history, and with the benefit of
a newly transformed Board, the Company is committed to taking the
right actions to further enhance our competitive and financial
position, transform Bed Bath & Beyond faster to win in the
omnichannel marketplace and execute on our priorities."
The Investor Group stated, "We are pleased to have reached this
resolution with Bed Bath & Beyond, which is the result of
collaborative dialogue and intensive engagement with the Company.
Together with the existing Board members, these four new
independent directors will help the Company navigate the current
omnichannel retail environment and pursue our shared goal of
enhancing shareholder value. We are optimistic about the Company's
efforts to find a best-in-class CEO to drive shareholder value and
applaud the Board's commitment to building an even stronger future
for shareholders, customers, associates and other
stakeholders."
In connection with the appointments of the four new independent
directors, Bed Bath & Beyond has entered into a cooperation and
support agreement with the Investor Group, which together owns
approximately 5.23% of the Company's outstanding common stock.
Under the terms of the agreement, the Investor Group has agreed to
withdraw its slate of ten nominees and support and vote in favor of
all of the Bed Bath & Beyond-recommended director nominees at
the 2019 and 2020 Annual Meetings of Shareholders, which will
include the four new independent directors appointed today. The
Investor Group also has agreed to abide by certain customary
standstill provisions until 30 days prior to the close of the
nomination window for the Company's 2021 Annual Meeting of
Shareholders. The litigation filed by a member of the Investor
Group is also being withdrawn and dismissed. The complete agreement
will be filed on a Form 8-K with the U.S. Securities and Exchange
Commission.
About the New Directors
John E. Fleming, age
60, has served as a member of the Advisory Board of UNTUCKit LLC, a
casual men's apparel company, since December
2017, as a member of the Board of Directors of r21Holdings,
Inc., a specialty retailer of young men and women's casual apparel
and accessories, since August 2017,
and as a member of the Board of Directors of The Visual Comfort
Group, a lighting company that serves both wholesale and direct to
consumer channels, since May 2017.
Additionally, Mr. Fleming has served as an independent director and
advisor since August 2016.
Previously, Mr. Fleming was most recently the Chief Executive
Officer of Global eCommerce of Uniqlo Co. Ltd., a Japanese casual
wear designer, manufacturer and retailer, from October 2013 to August
2016. Prior to that, he was at Walmart, Inc. ("Walmart"), a
multinational retail corporation, from 2000 to 2010, where he held
a number of executive positions, including Executive Vice
President, Chief Marketing Officer (2005 to 2006) and Executive
Vice President, Chief Merchandising Officer (2007 to 2010). From
2001 to 2005, Mr. Fleming was the Chief Executive Officer of
Walmart.com, Walmart's e-commerce platform, and was the Chief
Merchandising Officer in 2000. He began his career at Dayton
Hudson, previously a department store chain, and rose through the
ranks to become the Senior Vice President of Merchandising. He was
at Dayton Hudson from 1981 to 2000. Since April 2005, Mr. Fleming has served on the Board
of Directors of USA Hockey
Foundation, the philanthropic arm of USA Hockey. He previously served on the Board
of Directors of each of Stitch Fix, an online subscription and
personal styling service, from 2012 to 2014, Bi-Lo Holdings, LLC, a
subsidiary of Southeastern Grocers, a supermarket portfolio, from
2012 to 2014 and Walmart de México y Centroamérica, the Mexican and
Central American Walmart division, from 2006 to 2009. Mr. Fleming
received his B.A. from Colorado
College.
Sue E. Gove, age 60,
is President of Excelsior Advisors, LLC, a retail consulting and
advisory firm, and serves as a Senior Advisor to Alvarez &
Marsal, a corporate consulting firm. Prior to founding Excelsior
Advisors in August 2014, she was the
President and Chief Executive Officer of Golfsmith International
Holdings, Inc., an American golf specialty retailer, from
October 2012 to April 2014 and President, from February 2012 to April
2014. Ms. Gove also served Golfsmith as Chief Operating
Officer from September 2008 to
October 2012, as Chief Financial
Officer from March 2009 to
July 2012 and as Executive Vice
President from September 2008 to
February 2012. In addition, Ms. Gove
spent 25 years at Zale Corporation, a jewelry retailer, where she
served in senior financial, operating and strategic roles,
culminating in the EVP and Chief Operating Officer role. Ms. Gove
currently serves on the boards of Tailored Brands, Inc., a retail
holding company for various men's apparel stores since August 2017 and Iconix Brand Group, Inc., a brand
management company. Previously, she was a director of each of
Logitech International SA, a provider of personal computer and
mobile peripherals, from September
2015 until September 2018 and
AutoZone Inc., a retailer of aftermarket automotive parts and
accessories, from July 2005 until
December 2017. Ms. Gove received her
BBA from the University of Texas at
Austin.
Jeffrey A. Kirwan, age 52,
will be appointed Executive Chairman of Maurices Incorporated
("maurices"), a specialty retailer focused on women's value
apparel, upon the closing of the acquisition of a majority equity
stake in maurices by OpCapita Consumer Opportunities Fund II LP,
which is expected to close by early summer 2019. Previously, Mr.
Kirwan served as the Global President and Chief Executive Officer,
Gap ("Gap"), a division of The Gap, Inc., a worldwide clothing and
accessories retailer, from December
2014 until March 2018. Prior
to that, he worked at Gap China as Executive Vice President and
President, from February 2013 to
December 2014, and as Senior Vice
President, Managing Director and Chief Operating Officer from
May 2011 to February 2013. Previously, he worked as Senior
Vice President, Stores and Operations, Old Navy, a division of The
Gap, Inc., from August 2008 to
May 2011, and at Old Navy Canada as
Senior Vice President and General Manager, from March 2008 to August
2008, and as Vice President and General Manager, from
April 2007 to March 2008. Mr. Kirwan received his B.S. from
Rhode Island College and an M.B.A. from
the University of Maryland University
College.
Joshua E. Schechter, 45,
is a private investor. Mr. Schechter has also served as Chairman of
the Board of Directors of SunWorks, Inc., a premier provider of
high-performance solar power solutions, since May 2018 and as a director since April 2018, as a director of Genesco Inc., a
specialty retailer of footwear and accessories, since April 2018 through Genesco's 2019 annual meeting,
Viad Corp, an S&P SmallCap 600 international experiential
services company, since April 2015,
and a director of Support.com, Inc., a leading provider of
cloud-based software and services, since June 2016. He previously served as a director of
Aderans Co., Ltd. ("Aderans"), a multi-national company engaged in
hair-related business, and as the Executive Chairman of Aderans
America Holdings, Inc., Aderans' holding company in the United States, from August 2008 to May
2015. From 2001 to June 2013,
Mr. Schechter served as Managing Director of Steel Partners Ltd., a
privately owned hedge fund sponsor, and from 2008 to June 2013, Mr. Schechter served as co-President
of Steel Partners Japan Asset Management, LP, a private company
offering investment services. Mr. Schechter previously served on
the board of directors of The Pantry, Inc., a leading independently
operated convenience store chain in the southeastern United States and one of the largest
independently operated convenience store chains in the country,
from March 2014 until the completion
of its sale in March 2015, WHX
Corporation (n/k/a Handy & Harman Ltd.), a diversified
manufacturer of engineered niche industrial products with leading
market positions in many of the markets it serves, from 2005 until
2008; and Puroflow, Inc. (n/k/a Argan, Inc.), a provider of a full
range of power industry and telecommunications infrastructure
services, from 2001 until 2003. Mr. Schechter earned an MPA in
Professional Accounting and a BBA from The University of Texas at Austin.
About the Company
Bed Bath & Beyond Inc. and subsidiaries (the "Company") is
an omnichannel retailer that is the trusted expert for the home and
heartfelt life events. The Company sells a wide assortment of
domestics merchandise and home furnishings. The Company also
provides a variety of textile products, amenities and other goods
to institutional customers in the hospitality, cruise line,
healthcare and other industries. Additionally, the Company is a
partner in a joint venture which operates retail stores in
Mexico under the name Bed Bath
& Beyond.
Forward-Looking Statements
This press release may contain forward-looking statements. Many
of these forward-looking statements can be identified by use of
words such as may, will, expect, anticipate, approximate, estimate,
assume, continue, model, project, plan, goal, and similar words and
phrases. The Company's actual results and future financial
condition may differ materially from those expressed in any such
forward-looking statements as a result of many factors. Such
factors include, without limitation: general economic conditions
including the housing market, a challenging overall macroeconomic
environment and related changes in the retailing environment;
consumer preferences, spending habits and adoption of new
technologies; demographics and other macroeconomic factors that may
impact the level of spending for the types of merchandise sold by
the Company; civil disturbances and terrorist acts; unusual weather
patterns and natural disasters; competition from existing and
potential competitors across all channels; pricing pressures;
liquidity; the ability to achieve anticipated cost savings, and to
not exceed anticipated costs, associated with organizational
changes and investments; the ability to attract and retain
qualified employees in all areas of the organization; the cost of
labor, merchandise and other costs and expenses; potential supply
chain disruption due to trade restrictions, political instability,
labor disturbances, product recalls, financial or operational
instability of suppliers or carriers, and other items; the ability
to find suitable locations at acceptable occupancy costs and other
terms to support the Company's plans for new stores; the ability to
establish and profitably maintain the appropriate mix of digital
and physical presence in the markets it serves; the ability to
assess and implement technologies in support of the Company's
development of its omnichannel capabilities; uncertainty in
financial markets; volatility in the price of the Company's common
stock and its effect, and the effect of other factors, on the
Company's capital allocation strategy; the impact of goodwill and
intangible asset impairments; disruptions to the Company's
information technology systems including but not limited to
security breaches of systems protecting consumer and employee
information or other types of cybercrimes or cybersecurity attacks;
reputational risk arising from challenges to the Company's or a
third party product or service supplier's compliance with various
laws, regulations or standards, including those related to labor,
health, safety, privacy or the environment; reputational risk
arising from third-party merchandise or service vendor performance
in direct home delivery or assembly of product for customers;
changes to statutory, regulatory and legal requirements, including
without limitation proposed changes affecting international trade;
changes to, or new, tax laws or interpretation of existing tax
laws; new, or developments in existing, litigation, claims or
assessments; changes to, or new, accounting standards; foreign
currency exchange rate fluctuations; and the integration of
acquired businesses. The Company does not undertake any obligation
to update its forward-looking statements.
CONTACTS:
INVESTOR CONTACT: Janet M. Barth, (908) 613-5820 or
IR@bedbath.com
MEDIA CONTACT: Matthew Sherman /
Tim Lynch / Adam Pollack / Arielle
Rothstein
Joele Frank, Wilkinson Brimmer
Katcher, (212) 355-4449
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SOURCE Bed Bath & Beyond Inc.