Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On May 28, 2019, the Board of Directors (the
Board
) of
Bed Bath & Beyond Inc. (the
Company
) increased the size of the Board from nine to 13 directors and appointed John E. Fleming, Sue E. Gove, Jeffrey A. Kirwan and Joshua E. Schechter (collectively, the
New
Directors
) to fill the newly created directorships. Each of the New Directors will serve an initial term beginning on May 29, 2019 and expiring at the Companys 2019 annual meeting of shareholders (the
2019 Annual
Meeting
), and will be included in the Companys recommended slate of director nominees for
re-election
at the 2019 Annual Meeting. The appointments of the New Directors were made pursuant to an
agreement (the
Cooperation and Support Agreement
) by and among the Company, Legion Partners Holdings, LLC and certain of its affiliates set forth therein (
Legion
), Macellum Advisors GP, LLC and certain of its
affiliates set forth therein (
Macellum
) and Ancora Advisors, LLC and certain of its affiliates set forth therein (
Ancora
and, together with Legion and Macellum, the Investor Group), dated as of
May 28, 2019.
As
non-management
directors of the Company, each of the New Directors will
receive director compensation on the same basis as other
non-management
directors of the Company in accordance with the Companys director compensation policies and practices, as they may be amended from
time to time. No family relationships exist between any of the New Directors, on the one hand, and any of the Companys other directors or executive officers. Other than as provided under the Cooperation and Support Agreement, there are no
arrangements or understandings pursuant to which any of the New Directors was elected as a director, and there are no related party transactions between the Company and either of the New Directors reportable under Item 404(a) of Regulation
S-K.
The Cooperation and Support Agreement also provides for committee appointments with respect to the
New Directors, including appointing two (2) of the New Directors, as selected by the Board, as new members of the Business Transformation and Strategy Review Committee of the Board and appointing two (2) of the New Directors, as selected
by the Board, as new members of the CEO Search Committee of the Board (the
CEO Search Committee
). The Cooperation and Support Agreement also provides that while the Standstill Period (as defined below) is in effect, at the 2019
Annual Meeting and 2020 annual meeting of shareholders (the
2020 Annual Meeting
), the Board shall nominate each New Director as a candidate for election to the Board to serve until the following annual meeting of shareholders,
respectively.
The committee assignments for the New Directors and the existing directors of the Board, as reconstituted as of
May 29, 2019, are as follows and subject to any changes as may occur in the future:
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COMMITTEE
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DIRECTORS
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Audit Committee
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Harriet Edelman, Chair
Johnathan B. Osborne
Virginia P. Ruesterholz
Joshua E. Schechter
Andrea M. Weiss
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Compensation Committee
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Patrick R. Gaston, Chair
Harriet Edelman
John E. Fleming
Ann Yerger
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Nominating and Corporate Governance Committee
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Virginia P. Ruesterholz, Chair
Stephanie
Bell-Rose
Patrick R. Gaston
Sue E. Gove
Harsha Ramalingam
Ann Yerger
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Business Transformation and Strategy Review Committee
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Andrea M. Weiss, Chair
John E. Fleming
Patrick R. Gaston
Jeffrey A. Kirwan
Johnathan B. Osborne
Harsha Ramalingam
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CEO Search Committee
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Virginia P. Ruesterholz, Chair
John E.
Fleming
Patrick R. Gaston
Sue E. Gove
Johnathan B. Osborne
Mary A. Winston
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