Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 21, 2019, the Board of Directors (the Board) of Bed Bath & Beyond Inc. (the Company) appointed each of Harriet Edelman, Harsha Ramalingam, Andrea M. Weiss, Mary A. Winston and Ann Yerger as an independent director of the Company, effective as of May 1, 2019, as previously reported in the Form 8-K filed by the Company with the Securities and Exchange Commission on April 22, 2019 (the Original Form 8-K). This amendment to the Original Form 8-K is being filed to report that the Board has appointed Ms. Edelman to the Boards Audit Committee (the Audit Committee) and the Boards Compensation Committee (the Compensation Committee), Ms. Weiss to the Boards Business Transformation and Strategy Review Committee (the Strategy Committee), Ms. Winston as the Chair of the Audit Committee, Ms. Yerger to the Boards Nominating & Corporate Governance Committee (the Nominating Committee) and the Compensation Committee, and Mr. Ramalingam to the Strategy Committee, each effective May 1, 2019. Also effective May 1, 2019, the Board appointed Patrick R. Gaston as the Chair of the Strategy Committee and Johnathan B. Osborne to the Strategy Committee, and reconstituted the membership of the Nominating Committee, the Audit Committee, and the Compensation Committee.
Following the appointment of these directors to such Board committees and the reconstitution of the Boards committees, the membership of the Companys Board committees is as follows:
Nominating Committee
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Audit Committee
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Compensation Committee
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Strategy Committee
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Virginia P. Ruesterholz, Chair
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Mary A. Winston, Chair
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Patrick R. Gaston, Chair
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Patrick R. Gaston, Chair
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Stephanie Bell-Rose
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Harriet Edelman
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Harriet Edelman
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Johnathan B. Osborne
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Patrick R. Gaston
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Johnathan B. Osborne
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Ann Yerger
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Harsha Ramalingam
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Ann Yerger
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Virginia P. Ruesterholz
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Andrea M. Weiss
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Important Information
Bed Bath & Beyond Inc. (the Company) intends to file a definitive proxy statement and associated proxy card in connection with the solicitation of proxies for the Companys 2019 Annual Meeting with the Securities and Exchange Commission (the SEC).
Details concerning the nominees of the Companys Board of Directors for election at the 2019 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANYS DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SECs website, www.sec.gov. The Companys shareholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant filed documents by directing a request by mail to Bed Bath & Beyond Inc. at 650 Liberty Avenue Union, New Jersey 07083, by contacting the Companys proxy solicitor, D.F. King & Co., toll-free at 1 (888) 777-0320 or at bbby@dfking.com, or from the investor relations section of the Companys website at www.bedbathandbeyond.com.
Participants in the Solicitation
The Company, its directors and certain of its executive officers will be deemed participants in the solicitation of proxies from shareholders in respect of the 2019 Annual Meeting. Information regarding the names of the Companys directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Companys Annual Report on Form 10-K for the fiscal year ended March 3, 2018, filed with the SEC on May 2, 2018, the Companys quarterly reports on Form 10-Q filed with the SEC on July 6, 2018, October 10, 2018 and January 9, 2019, the Companys Current Reports on Form 8-K filed with the SEC on June 5, 2018 and April 22, 2019, and the Companys definitive proxy statement for the 2018 Annual Meeting of Shareholders, filed with the SEC on May 31, 2018. To the extent holdings of such participants in the Companys securities have changed since the amounts described in the proxy statement for the 2018 Annual Meeting of Shareholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC, if and when they become available.
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