Current Report Filing (8-k)
April 02 2020 - 4:49PM
Edgar (US Regulatory)
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07083
0000886158
2020-04-01
2020-04-02
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) April 2, 2020
BED BATH & BEYOND INC.
(Exact name of registrant
as specified in its charter)
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New York
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0-20214
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11-2250488
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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650 Liberty Avenue,
Union, New Jersey 07083
(Address of principal
executive offices) (Zip Code)
(908) 688-0888
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, $.01 par value
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BBBY
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The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On April 2, 2020, Bed Bath & Beyond
Inc. (the “Company”) announced that its President and Chief Executive Officer, as well as his direct reports, including
the other current executive officers of the Company, agreed to a 30% temporary reduction in their
base salaries effective with the payroll period commencing April 5, 2020, through May 2, 2020. The following table sets forth the
current salary and the temporary reduced salary for the Company’s President and Chief Executive Officer, Chief Financial
Officer and Treasurer and Executive Vice President, Chief Merchandising Officer:
Officer
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Current Annual
Salary
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Temporary Annual
Salary
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Mark J. Tritton
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$
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1,200,000
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$
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840,000
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Robyn D’Elia
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$
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750,000
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$
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525,000
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Joseph Harstig
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$
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700,000
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$
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490,000
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The salary reductions will not modify rights
under any applicable agreements between the executives and the Company with respect to the calculation of any annual or long term
incentive awards or severance. Additionally, each of the executives agreed that the salary reduction will not constitute “good
reason”, “constructive termination” or breach under any agreement between the executive and the Company, and
will not confer or trigger any additional rights or entitlements for the executives from the Company or any of its affiliates.
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Item 7.01
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Regulation FD Disclosure.
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On April 2, 2020, the Company issued a press
release announcing a further update to its COVID-19 response. A copy of the press release is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information in Item 7.01 of this Current
Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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BED BATH & BEYOND INC.
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(Registrant)
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Date: April 2, 2020
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By:
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/s/ Robyn M. D’Elia
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Robyn M. D’Elia
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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