Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2019, the Board of Directors (the “
Board
”) of Bed Bath & Beyond Inc. (the “
Company
”) appointed Mary A. Winston, 57, a current member of the Board, as Interim Chief Executive Officer of the Company, effective as of that date, to succeed Steven Temares, who ceased to serve as Chief Executive Officer of the Company as of May 12, 2019. Mr. Temares resigned as a member of the Board effective as of May 13, 2019.
In connection with his separation from the Company, Mr. Temares will be entitled to those separation payments and benefits as are provided upon a termination of employment without “cause” pursuant to his employment agreement, outstanding option and performance stock unit award agreements, and, subject to his timely execution and non-revocation of a release of claims, his supplemental executive retirement benefit agreement. Following his separation, Mr. Temares will continue to be subject to the restrictive covenants, including the one-year post-termination non-competition and non-solicitation covenants set forth in his employment agreement with the Company.
A copy of the press release issued by the Company on May 13, 2019 regarding the above is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
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 Company’s 2019 Annual Meeting with the Securities and Exchange Commission (the “SEC”). Details concerning the nominees of the Company’s 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 COMPANY’S 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 SEC’s website, www.sec.gov. The Company’s 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 Company’s 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 Company’s 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 Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended March 2, 2019, filed with the SEC on April 30, 2019, the Company’s Current Reports on Form 8-K filed with the SEC on June 5, 2018 and April 22, 2019 (as amended by the Form 8-K/A filed with the SEC on May 3, 2019) and the Company’s 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 Company’s 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.