Current Report Filing (8-k)
July 25 2019 - 5:14PM
Edgar (US Regulatory)
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) July 25, 2019
BED BATH
& BEYOND INC.
(Exact name of registrant as specified in its charter)
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New York
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0-20214
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11-2250488
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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650 Liberty Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)
(908)
688-0888
(Registrants telephone number, including area code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4
(c))
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Securities registered pursuant to section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common stock, $.01 par value
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BBBY
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The Nasdaq Stock Market LLC
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(Nasdaq Global Select Market)
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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).
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 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting of Shareholders of Bed Bath & Beyond Inc. (the Company) held on July 25, 2019, the following items were voted
upon: (1) the election of thirteen directors of the Company for terms expiring in 2020; (2) the ratification of the appointment of KPMG LLP as the Companys independent auditors for the fiscal year ending February 29, 2020; and
(3) the approval, by
non-binding
vote, of the 2018 compensation paid to the Companys named executive officers. The voting results with respect to each of the matters described were as follows:
1. The thirteen directors were elected based upon the following votes:
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Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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Patrick R. Gaston
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88,715,214
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7,943,673
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112,875
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14,690,184
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Mary A. Winston
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89,632,809
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6,860,807
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278,146
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14,690,184
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Stephanie Bell-Rose
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90,672,979
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5,816,854
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281,929
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14,690,184
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Harriet Edelman
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91,147,020
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5,346,566
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278,176
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14,690,184
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John E. Fleming
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95,863,150
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755,343
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153,269
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14,690,184
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Sue E. Gove
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96,009,371
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478,988
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283,403
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14,690,184
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Jeffrey A. Kirwan
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95,999,775
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655,914
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116,073
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14,690,184
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Johnathan B. (JB) Osborne
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90,999,361
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5,477,159
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295,242
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14,690,184
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Harsha Ramalingam
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91,499,095
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4,979,601
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293,066
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14,690,184
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Virginia P. Ruesterholz
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90,750,491
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5,732,795
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288,476
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14,690,184
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Joshua E. Schechter
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95,313,748
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1,336,490
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121,524
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14,690,184
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Andrea Weiss
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91,491,123
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4,998,125
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282,514
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14,690,184
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Ann Yerger
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91,487,741
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4,998,960
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285,061
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14,690,184
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2. The appointment of KPMG LLP as the Companys independent auditors for the fiscal year ending
February 29, 2020 was ratified based upon the following votes:
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For
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Against
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Abstain
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100,307,017
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10,689,034
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465,895
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3. The approval, by
non-binding
vote, of the 2018 compensation
paid to the Companys named executive officers was approved by the following votes:
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For
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Against
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Abstain
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Broker
Non-Votes
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80,181,323
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16,136,676
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453,763
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14,690,184
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Item 7.01
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Regulation FD Disclosure.
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The Company is working with its financial advisor, Goldman Sachs & Co. LLC, in furtherance of the Companys stated near-term priority to review
its portfolio of assets.
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 thereunto duly authorized.
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BED BATH & BEYOND INC.
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(Registrant)
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Date: July 25, 2019
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By:
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/s/ Robyn M. DElia
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Robyn M. DElia
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Chief Financial Officer and Treasurer
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(Principal Financial and Accounting Officer)
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