UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under Rule 14a-12 |
BED BATH & BEYOND INC. |
(Name of Registrant as Specified in Its Charter)
|
|
legion
partners holdings, llc
Legion
partners, l.p. i
legion
partners, l.p. ii
legion
partners special opportunities, l.p. xii
legion
partners, llc
legion
partners asset management, llc
macellum
advisors gp, llc
macellum
home fund, lp
macellum
management, lp
ancora
catalyst institutional, lp
ancora
catalyst, lp
merlin
partners institutional, lp
ancora
merlin, lp
ancora
special opportunity fund
ancora/thelen
small-mid cap fund
ancora
advisors, llc
christopher
s. kiper
raymond
t. white
jonathan
duskin
frederick
disanto
victor
herrero amigo
theresa
r. backes
joseph
boehm
david
a. duplantis
john
e. fleming
sue
ellen gove
janet
e. grove
jeffrey
a. kirwan
jeremy
i. liebowitz
jon
lukomnik
cynthia
s. murray
martine
m. reardon
hugh
r. rovit
joshua
e. schechter
alexander
w. smith
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
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Legion Partners Holdings,
LLC, Macellum Advisors GP, LLC and Ancora Advisors, LLC, together with the other participants named herein (collectively, the “Participants”),
has filed a preliminary proxy statement and an accompanying WHITE proxy card and intends to file a definitive proxy statement and
an accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit proxies for the election of
their slate of director nominees at the 2019 annual meeting of shareholders of Bed Bath & Beyond Inc., a New York corporation
(the “Company”).
Item 1: On April 26,
2019, Legion Partners Holdings, LLC (“Legion Partners Holdings” together with its affiliates, “Legion Partners”),
Macellum Advisors GP, LLC (together with its affiliates, “Macellum”), and Ancora Advisors, LLC (together with its affiliates,
“Ancora” and, together with Legion Partners and Macellum, “the Investor Group”) issued a presentation outlining
the Investor Group’s Strategic Plan for the Company, a copy of which is attached hereto as Exhibit 1 and is incorporated
herein by reference:
Item 2: On April 26,
2019, the Investor Group issued the following press release:
INVESTOR GROUP ISSUES DETAILED STRATEGIC
PLAN FOR BED BATH & BEYOND
Highlights the significant potential
of Bed Bath and strategic steps required to implement modern retail strategies and drive $5.00 per share in annual EPS
Recent board changes not coupled with
a strategic plan and existing initiatives show little evidence of success
CEO Steven Temares must be immediately
replaced to avoid further destruction of shareholder value
Investor Group’s highly-qualified,
experienced director nominees with deep retail expertise are committed to implementing the urgent and significant change needed
at the Company
NEW YORK – 4/26/2019 – Legion
Partners Holdings, LLC (“Legion Partners Holdings” together with its affiliates, “Legion Partners”), Macellum
Advisors GP, LLC (together with its affiliates, “Macellum”), and Ancora Advisors, LLC (together with its affiliates,
“Ancora” and, together with Legion Partners and Macellum, “the Investor Group”) today released a comprehensive
presentation outlining the Investor Group’s Strategic Plan for Bed Bath & Beyond Inc.’s (NASDAQ: BBBY) (“Bed
Bath” or the “Company”). The plan outlines the path forward to modernizing Bed Bath’s retail practices
and delivering a significant earnings per share improvement which could drive $5.00 per share of annual earnings – a level
that Bed Bath achieved just a few short years ago.
The complete presentation can be found at https://restorebedbath.com/.
The Investor Group’s Strategic Plan
includes the following highlights:
| · | Revamp executive management – recruiting a top-flight CEO to lead Bed Bath going forward
and instill a world-class winning culture. We plan to launch a search in the near term to address this key position. |
| · | Reverse sales weakness – fixing the merchandise over-assortment problem through a
detailed SKU rationalization process as well as developing a merchandise architecture that will better resonate with customers.
Making the in-store experience something that drives traffic to the stores will be a major priority. |
| · | Turn around Company culture – increase focus on employee training and education to
improve motivation; empower employees to better use technology and improve customer experience. |
| · | Significantly expand gross margins – improve vendor relations and drive profits by
establishing a direct sourcing strategy and private label program as well as fixing mix issues created by the Company's shift to
commoditized and lower margin products. |
| · | Implement cost cutting – conducting an extensive reassessment of the increases in
expenses over the last five years, including the explosion of the Company’s advertising budget, seemingly endless array of
initiatives that have failed to produce meaningful results and extensive use of consultants. |
| · | Improve inventory – increasing inventory turns which would result in a substantial
release of cash tied up in slow moving goods. |
| · | Fix capital allocation – reviewing all non-core businesses and assessing their value
as part of the business or their potential value to other parties. Excess cash created could be applied to share or debt repurchases,
both of which are significantly accretive given discounted trading levels. Lastly, the increase in capital expenditures will be
addressed. |
Above all, the Investor Group’s director
nominees have the relevant experience and commitment to execute on these priorities and hold management accountable for delivering
results.
The Investor Group released the following
statement in conjunction with the Strategic Plan, “The Board changes announced earlier this week by Bed Bath are not nearly
enough and appear hastily constructed. We believe CEO Steven Temares must be terminated as soon as possible and new directors must
be added to the Board that have direct experience in the following areas: customer-centricity, retail operations, sourcing, supply
chain, private label, marketing, branding, e-commerce, and turnarounds. That is why we carefully selected our nominees to address
the long list of issues at Bed Bath which have led to prolonged poor performance and destruction of shareholder value. We look
forward to discussing the details of our plan and our nominees’ ability to drive material value creation at the Company over
the coming weeks.”
About Legion Partners
Legion Partners is a long-term-oriented
activist fund focused on producing superior risk-adjusted returns for clients. Legion Partners’ investment strategy is concentrated
on North American small cap equities, utilizing deep fundamental research and long-term shareholder engagement to drive superior
performance over time.
About Macellum
Macellum has substantial experience investing
in consumer and retail companies and assisting such companies in improving their long-term financial and stock price performance.
Macellum’s historical investments include: Collective Brands, GIII Apparel Group, Hot Topic, Charming Shoppes and Warnaco,
among other companies. Macellum prefers to constructively engage with management to improve its governance and performance for
the benefit of all stockholders, as it did with Perry Ellis. However, when management is entrenched, Macellum has run successful
proxy contests to effectuate meaningful change, including at The Children’s Place, Christopher & Banks and most recently
at Citi Trends.
About Ancora Advisors
Ancora Holdings, Inc. is an employee owned,
Cleveland, Ohio based holding company which wholly owns three separate and distinct SEC Registered Investment Advisers, Ancora
Advisors, Inc., Ancora Family Wealth Advisors, LLC and Ancora Retirement Plan Advisors, Inc. and Inverness Securities LLC, a broker
dealer. Ancora Advisors, LLC specializes in customized portfolio management for individual investors, high net worth investors,
investment companies (mutual funds), pooled investments (hedge funds/investment limited partnerships), and institutions such as
pension/profit sharing plans, corporations, charitable & “Not-for Profit” organizations, and unions. Ancora Family
Wealth Advisors, LLC is a leading, regional investment and wealth advisor managing assets on behalf families and high net-worth
individuals. Ancora Retirement Plan Advisors, Inc. specializes in providing non-discretionary investment guidance for small and
midsize employer sponsored retirement plans.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Legion Partners Holdings, LLC, a Delaware
limited liability company (“Legion Partners Holdings”), Macellum Advisors GP, LLC, a Delaware limited liability company
(“Macellum GP”), and Ancora Advisors, LLC, a Delaware limited liability company (“Ancora Advisors”) together
with the participants named herein, has filed a preliminary proxy statement and accompanying WHITE proxy card and intends to file
a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”)
to be used to solicit votes for the election of their slate of highly qualified director nominees at the 2019 annual meeting of
shareholders of Bed Bath & Beyond Inc., a New York corporation (the “Company”).
LEGION PARTNERS HOLDINGS, MACELLUM GP,
AND ANCORA ADVISORS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S
WEB SITE AT http://www.sec.gov. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the proxy solicitation
are Legion Partners Holdings, Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”), Legion
Partners, L.P. II, a Delaware limited partnership (“Legion Partners II”), Legion Partners Special Opportunities, L.P.
XII, a Delaware limited partnership (“Legion Partners Special XII”), Legion Partners, LLC, a Delaware limited liability
company (“Legion LLC”), Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion
Partners Asset Management”), Christopher S. Kiper, Raymond T. White, Macellum GP, Macellum Home Fund, LP, a Delaware limited
partnership (“Macellum Home”), Macellum Management, LP, a Delaware limited partnership (“Macellum Management”),
Jonathan Duskin, Ancora Catalyst Institutional, LP, a Delaware limited partnership (“Ancora Catalyst Institutional”),
Ancora Catalyst, LP, a Delaware limited partnership (“Ancora Catalyst”), Merlin Partners Institutional, LP, a Delaware
limited partnership (“Merlin Institutional”), Ancora Merlin, LP, a Delaware limited partnership (“Ancora Merlin”),
Ancora Special Opportunity Fund, a series of the Ancora Trust, an Ohio business trust (“Ancora Special Opportunity”),
Ancora/Thelen Small-Mid Cap Fund, a series of the Ancora Trust, an Ohio business trust (“Ancora/Thelen”), Ancora Advisors,
LLC, a Nevada limited liability company (“Ancora Advisors”), Frederick DiSanto, Victor Herrero Amigo, Theresa R. Backes,
Joseph Boehm, David A. Duplantis, John E. Fleming, Sue Ellen Gove, Janet E. Grove, Jeffrey A. Kirwan, Jeremy I. Liebowitz, Jon
Lukomnik, Cynthia S. Murray, Martine M. Reardon, Hugh R. Rovit, Joshua E. Schechter and Alexander W. Smith.
As of the date of this press release, Legion
Partners I directly beneficially owns 3,452,124 shares of Common Stock, including 898,000 shares underlying long call options,
Legion Partners II directly beneficially owns 199,952 shares of Common Stock, including 52,000 shares underlying long call options,
Legion Partners Special XII directly beneficially owns 982,000 shares of Common Stock, including 200,000 shares underlying long
call options, and Legion Partners Holdings directly beneficially owns 200 shares of common stock of the Company (“Common
Stock”) in record name and as the sole member of Legion Partners Asset Management and sole member of Legion LLC, Legion Partners
Holdings may also be deemed to beneficially own the 3,452,124 shares of Common Stock beneficially owned directly by Legion Partners
I, including 898,000 shares underlying long call options, 199,952 shares of Common Stock beneficially owned directly by Legion
Partners II, including 52,000 shares underlying long call options, and 982,000 shares of Common Stock beneficially owned directly
by Legion Partners Special XII, including 200,000 shares underlying long call options. As the general partner of each of Legion
Partners I, Legion Partners II and Legion Partners Special XII, Legion LLC may be deemed to beneficially own the 3,452,124 shares
of Common Stock beneficially owned directly by Legion Partners I, including 898,000 shares underlying long call options, 199,952
shares of Common Stock beneficially owned directly by Legion Partners II, including 52,000 shares underlying long call options,
and 982,000 shares of Common Stock beneficially owned directly by Legion Partners Special XII, including 200,000 shares underlying
long call options. As the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special XII,
Legion Partners Asset Management may be deemed to beneficially own the 3,452,124 shares of Common Stock beneficially owned directly
by Legion Partners I, including 898,000 shares underlying long call options, 199,952 shares of Common Stock beneficially owned
directly by Legion Partners II, including 52,000 shares underlying long call options, and 982,000 shares of Common Stock beneficially
owned directly by Legion Partners Special XII, including 200,000 shares underlying long call options. As a managing director of
Legion Partners Asset Management and managing member of Legion Partners Holdings, Mr. Kiper may be deemed to beneficially own the
3,452,124 shares of Common Stock beneficially owned directly by Legion Partners I, including 898,000 shares underlying long call
options, 199,952 shares of Common Stock beneficially owned directly by Legion Partners II, including 52,000 shares underlying long
call options, 982,000 shares of Common Stock beneficially owned directly by Legion Partners Special XII, including 200,000 shares
underlying long call options and 200 shares of Common Stock beneficially owned directly by Legion Partners Holdings. As a managing
director of Legion Partners Asset Management and managing member of Legion Partners Holdings, Mr. White may be deemed to beneficially
own the 3,452,124 shares of Common Stock beneficially owned directly by Legion Partners I, including 898,000 shares underlying
long call options, 199,952 shares of Common Stock beneficially owned directly by Legion Partners II, including 52,000 shares underlying
long call options, 982,000 shares of Common Stock beneficially owned directly by Legion Partners Special XII, including 200,000
shares underlying long call options and 200 shares of Common Stock
beneficially owned directly by Legion Partners Holdings. Macellum
Home directly beneficially owns 446,415 shares of Common Stock, including 89,500 shares underlying long call options. As the investment
manager of Macellum Home, Macellum Management may be deemed to beneficially own the 446,415 shares of Common Stock beneficially
owned directly by Macellum Home, including 89,500 shares underlying long call options. As the general partner of Macellum Home,
Macellum GP may be deemed to beneficially own the 446,415 shares of Common Stock beneficially owned directly by Macellum Home,
including 89,500 shares underlying long call options. As the sole member of Macellum GP, Mr. Duskin may be deemed to beneficially
own the 446,415 shares of Common Stock beneficially owned directly by Macellum Home, including 89,500 shares underlying long call
options. Ancora Catalyst Institutional directly beneficially owns 244,195 shares of Common Stock, including 83,700 shares underlying
long call options, Ancora Catalyst directly beneficially owns 18,380 shares of Common Stock, including 6,300 shares underlying
long call options, Merlin Institutional directly beneficially owns 235,455 shares of Common Stock, including 81,000 shares underlying
long call options, Ancora Merlin directly beneficially owns 27,121 shares of Common Stock, including 9,000 shares underlying long
call options, Ancora Special Opportunity directly beneficially owns 20,000 shares of Common Stock and Ancora/Thelen directly beneficially
owns 96,780 shares of Common Stock. As the investment advisor to each of Ancora Catalyst Institutional, Ancora Catalyst, Merlin
Institutional, Ancora Merlin, Ancora Special Opportunity, Ancora/Thelen and certain separately managed accounts, including accounts
held by owners and employees of Ancora Advisors of which Ancora Advisors has sole voting and dispositive power over (collectively,
the “SMAs”), Ancora Advisors may be deemed to beneficially own the 244,195 shares of Common Stock beneficially owned
directly by Ancora Catalyst Institutional, including 83,700 shares underlying long call options, 18,380 shares of Common Stock
beneficially owned directly by Ancora Catalyst, including 6,300 shares underlying long call options, 235,455 shares of Common Stock
beneficially owned directly by Merlin Institutional, including 81,000 shares underlying long call options, 27,121 shares of Common
Stock beneficially owned directly by Ancora Merlin, including 9,000 shares underlying long call options, 20,000 shares of Common
Stock beneficially owned directly by Ancora Special Opportunity, 96,780 shares of Common Stock beneficially owned directly by Ancora/Thelen
and 1,184,127 shares of Common Stock held in the SMAs. As the Chairman and Chief Executive Officer of Ancora Advisors, Mr. DiSanto
may be deemed to beneficially own the 244,195 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional,
including 83,700 shares underlying long call options, 18,380 shares of Common Stock beneficially owned directly by Ancora Catalyst,
including 6,300 shares underlying long call options, 235,455 shares of Common Stock beneficially owned directly by Merlin Institutional,
including 81,000 shares underlying long call options, 27,121 shares of Common Stock beneficially owned directly by Ancora Merlin,
including 9,000 shares underlying long call options, 20,000 shares of Common Stock beneficially owned directly by Ancora Special
Opportunity, 96,780 shares of Common Stock beneficially owned directly by Ancora/Thelen and 1,184,127 shares of Common Stock held
in the SMAs. As of the date hereof, John E. Fleming directly beneficially owns 5,000 shares of Common Stock. As of the date hereof,
none of Frederick DiSanto, Victor Herrero Amigo, Theresa R. Backes, Joseph Boehm, David A. Duplantis, Sue Ellen Gove, Janet E.
Grove, Jeffrey A. Kirwan, Jeremy I. Liebowitz, Jon Lukomnik, Cynthia S. Murray, Martine M. Reardon, Hugh R. Rovit, Joshua E. Schechter
or Alexander W. Smith own beneficially or of record any securities of the Company.
Media contact:
Sloane & Company
Dan Zacchei / Joe Germani
212.486.9500
dzacchei@sloanepr.com / jgermani@sloanepr.com
Investor contact:
John Ferguson / Joe Mills
Saratoga Proxy Consulting LLC
(212) 257-1311
info@saratogaproxy.com
Source:
Legion Partners Holdings, LLC, Macellum Advisors GP, LLC and
Ancora Advisors, LLC
Item 3: On April 26,
2019, the Investor Group posted the following materials to https://restorebedbath.com:
This regulatory filing also includes additional resources:
ex1dfan14a09050028_04262019.pdf
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