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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) June 17, 2021

BED BATH & BEYOND INC.
(Exact name of registrant as specified in its charter)

New York 0-20214 11-2250488
(State or other jurisdiction of incorporation or organization) (Commission
 File Number)
(IRS Employer Identification No.)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Title of each class Trading Symbol Name of each exchange on which registered
Common stock, $0.01 par value BBBY The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of the Company held on June 17, 2021, the following items were voted upon: (1) the election of ten directors of the Company for terms expiring in 2022; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 26, 2022; and (3) the approval, by non-binding vote, of the 2020 compensation paid to the Company’s named executive officers. Shareholders of record of the Company’s common stock at the close of business on May 3, 2021 were entitled to vote shares at the Annual Meeting. As of that date, there were 106,632,647 shares of common stock outstanding. The voting results with respect to each of the matters described were as follows:

1. The ten directors were elected based upon the following votes:
Nominee For Against Abstain Broker
Non-Votes
Harriet Edelman 74,948,891 333,916 30,955 14,927,436
Mark J. Tritton 74,710,111 570,755 32,896 14,927,436
John E. Fleming 73,336,537 1,939,709 37,516 14,927,436
Sue E. Gove 74,053,177 1,221,475 39,110 14,927,436
Jeffrey A. Kirwan 74,378,723 891,876 43,163 14,927,436
Virginia P. Ruesterholz 74,845,812 433,253 34,697 14,927,436
Joshua E. Schechter 70,512,251 4,766,494 35,017 14,927,436
Andrea M. Weiss 74,684,416 600,163 29,183 14,927,436
Mary A. Winston 74,611,578 663,185 38,999 14,927,436
Ann Yerger 73,970,614 1,311,775 31,373 14,927,436

2. The appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 26, 2022 was ratified based upon the following votes:
For Against Abstain
88,290,622 1,845,624 104,952

3. The approval, by non-binding vote, of the 2020 compensation paid to the Company’s named executive officers was approved by the following votes:
For Against Abstain Broker Non-Votes
69,727,989 5,357,814 227,959 14,927,436





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.
  
    BED BATH & BEYOND INC.
    (Registrant)
     
Date: June 21, 2021   By:  /s/ Gustavo Arnal
      Gustavo Arnal
      Chief Financial Officer
     

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