Current Report Filing (8-k)
April 24 2020 - 5:26PM
Edgar (US Regulatory)
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2020-04-23
2020-04-24
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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 24, 2020
BED BATH & BEYOND INC.
(Exact name of
registrant as specified in its charter)
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:
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. ¨
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 24, 2020, Bed Bath & Beyond
Inc. (the “Company”) announced that in conjunction with the decision to further extend temporary store closures, the
Company’s President and Chief Executive Officer, as well as his direct reports, including the other current executive officers
of the Company, have agreed to an extension of their prior agreements to a 30% temporary reduction in their base salaries from
May 2, 2020 to May 16, 2020. 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.
Item 7.01
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Regulation FD Disclosure.
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On April 24, 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.
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 24, 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
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(Principal Financial and Accounting Officer)
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