BBBY Bed Bath and Beyond Inc

On October 6, 2019, the Board of Directors (the “Board”) of Bed Bath & Beyond Inc. (the “Company”) appointed Mark J. Tritton as the President and Chief Executive Officer of the Company, effective as of November 4, 2019 (the “Effective Date”). Mr. Tritton, 55, has served as Executive Vice President and Chief Merchandising Officer of Target Corporation since June 2016. Prior to Target Corporation, Mr. Tritton served as President of Nordstrom Product Group, of Nordstrom Inc., a fashion specialty retailer, from June 2009 to June 2016. The Company issued a press release on October 9, 2019 announcing Mr. Tritton’s appointment, a copy of which is attached as Exhibit 99.1 hereto.

Pursuant to the employment agreement between the Company and Mary A. Winston, the Company’s current Interim Chief Executive Officer, Ms. Winston will step down as the Company’s Interim Chief Executive Officer on the Effective Date. Ms. Winston will continue to serve as a member of the Board.

In connection with Mr. Tritton’s appointment as the President and Chief Executive Officer of the Company, the Company simultaneously entered into an employment agreement (the “Employment Agreement”) with Mr. Tritton, effective as of the Effective Date. The Employment Agreement and the compensation package contained therein were approved by the Compensation Committee of the Board (the “Committee”), which worked with its independent compensation consultant to design a competitive compensation framework that aligns with the compensation design pillars described in the Company’s 2019 proxy statement. The key terms of the Employment Agreement are as follows:

The Make-Whole RSU Award, Make-Whole PSU Award and Make-Whole Cash Bonus are intended to replace certain equity and other incentive awards that were forfeited by Mr. Tritton upon his resignation from Target Corporation. The number of RSUs subject to the Sign-On RSU Award and the Make-Whole RSU Award, and the target number of PSUs subject to the Make-Whole PSU Award (or number of RSUs subject to the Alternate RSU Award, if applicable) on the Effective Date will be calculated based on the volume-weighted average closing per-share trading price of Company common stock over the twenty trading day period ending immediately prior to the Effective Date. The equity-based inducement awards discussed above will be issued outside of the 2012 Plan and the 2018 Plan, in accordance with Nasdaq Listing Rule 5635(c)(4), but will be subject to substantially the same terms as awards made under such plans.

If the Company terminates Mr. Tritton’s employment other than for “cause,” or in the event Mr. Tritton terminates with “good reason,” in each case, within 30 days prior to, or two years following, a “change in control” (as defined in the 2018 Plan), then Mr. Tritton will receive the entitlements described in the preceding paragraph, except that the severance pay will be paid in lump sum, Mr. Tritton’s other outstanding time-based equity awards will immediately vest in full, and any other outstanding performance-based equity awards will vest, based on actual performance and prorated based on the number of days during the applicable performance period that Mr. Tritton remained employed by the Company, at the time that such awards would have otherwise vested had Mr. Tritton remained employed up to the vesting date. Mr. Tritton is required to deliver a formal release of all claims prior to, and as a condition of, his receipt of any of the severance payments, accelerated vesting, and other post-employment benefits described in the Employment Agreement.

The foregoing description of the Employment Agreement in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by, the terms of the Employment Agreement. A copy of the Employment Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.