BBBY Bed Bath and Beyond Inc

On June 29, 2022, Bed Bath & Beyond Inc. (the “Company”) announced that Mark Tritton ceased serving as President and Chief Executive Officer of the Company and as a member of the Board of Directors (the “Board”), effective June 23, 2022.  Mr. Tritton is eligible for separation payments and benefits provided upon a termination of employment without “cause” pursuant to his employment agreement and outstanding time- and performance-based restricted stock unit award agreements.  Following his separation, Mr. Tritton will continue to be subject to certain restrictive covenants, including non-competition and non-solicitation covenants.   

Effective June 23, 2022, Sue Gove, a Director of the Company, was appointed Interim Chief Executive Officer.  In connection therewith, the Company entered into an employment agreement (the “Employment Agreement”) with Ms. Gove.  The Employment Agreement provides for at-will employment for a one-year term, an annual base salary equal to $1,400,000, and a grant (made on June 29, 2022) of cash-settled restricted stock units under the Company’s 2018 Incentive Compensation Plan equal in value to $2,600,000 based on the trailing twenty (20) trading day average of the daily volume weighted average price of a share of the Company’s common stock prior to the grant date  (the “RSU Award”). The RSU Award will vest on June 23, 2023, subject, in general, to Ms. Gove remaining in the Company’s employ on the vesting date.  In addition, the RSU Award will vest in full if, prior to the vesting date, (i) the Company terminates Ms. Gove’s employment other than for “cause”, (ii) a “constructive termination” of Ms. Gove’s employment occurs, (iii) Ms. Gove’s employment is terminated due to her death or disability, or (iv) Ms. Gove’s employment is terminated following the hiring of a replacement chief executive officer and Ms. Gove having provided transitional services to the Company for six weeks, in each case, subject to Ms. Gove’s execution and non-revocation of a release of claims. In the event that any of the foregoing terminations take place prior to the six (6) month anniversary of the grant date of the RSU Award, then Ms. Gove will forfeit 20% of the RSU Award; provided, however, that the number of restricted stock units forfeited will be limited such that in no event shall Ms. Gove forfeit a portion of the restricted stock units if, after giving effect to such forfeiture, the fair market value of the restricted stock units (based on the closing price of a share of the Company’s common stock on the employment termination date) that otherwise would vest in connection with such termination would be less than $2,080,000.  Ms. Gove will also be entitled to reimbursement on a tax neutral basis for all reasonable out-of-pocket business, entertainment and travel expenses incurred by her in connection with the performance of her duties.

The description of the Employment Agreement and RSU Award 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 and RSU Award grant agreement. A copy of the Employment Agreement and RSU Award grant agreement will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending August 27, 2022.

There is no arrangement or understanding between Ms. Gove and any other person pursuant to which Ms. Gove has been appointed as Interim Chief Executive Officer. There are no family relationships between Ms. Gove and any of the Company’s other directors or executive officers, and Ms. Gove is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with her appointment as Interim Chief Executive Officer, Ms. Gove has resigned from the Audit Committee, the Nominating and Corporate Governance Committee and the Strategy Committee of the Board. Andrea Weiss has been appointed chair of, and Joshua Schechter has been added to, the Strategy Committee.