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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)
November 12, 2022
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 or
organization) |
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(Commission
File Number) |
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(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))
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, $0.01 par value |
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BBBY |
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The Nasdaq Stock Market LLC |
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(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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As previously announced, on October 24, 2022, Bed Bath & Beyond
Inc. (the “Company”) appointed Sue Gove as the Company’s President
and Chief Executive Officer.
In connection with Ms. Gove’s appointment as the President and
Chief Executive Officer of the Company, the Company entered into an
employment agreement (the “Employment Agreement”) with Ms. Gove on
November 12, 2022 (the “Effective Date”). The Employment Agreement
and the compensation package contained therein were approved by the
Compensation Committee of the Board (the “Committee”), which worked
with its independent compensation consultant to design a
competitive compensation framework that aligns with the
compensation design pillars described in the Company’s 2022 proxy
statement. The key terms of the Employment Agreement are as
follows:
•Term.
The Employment Agreement has an initial term of two years
commencing on the Effective Date (the “Initial Term”). After the
expiration of the Initial Term, the Employment Agreement
automatically renews on an annual basis until either party provides
90 days’ notice of intent not to renew.
•Cash
Compensation.
Ms. Gove’s annual base salary will equal $1,400,000, and, in fiscal
year 2022, Ms. Gove will be eligible to receive a cash performance
bonus pursuant to the Company’s 2022 “2nd
Half” Short-Term Incentive Program with a target 2022 Second Half
Bonus of 105% of her base salary. For each completed fiscal year
thereafter, Ms. Gove will be eligible for a target annual bonus of
150% of her base salary, to be earned based upon the achievement of
performance objectives to be determined by the
Committee.
•Long-Term
Equity Incentives.
As soon as reasonably practicable after the Effective Date, Ms.
Gove will be eligible to receive a long-term, performance-based
equity incentive award with a target value at grant of $2,700,000
(the “LTI Awards”), under the Company’s 2018 Incentive Compensation
Plan (“2018 Plan”). The performance criteria for LTI Awards will be
consistent with the performance criteria for LTI Awards granted to
other executive officers in fiscal 2022, and the LTI Awards will be
subject to the terms and conditions of the 2018 Plan and any
applicable award agreements.
•Benefits.
Ms. Gove will be eligible to participate in the Company’s employee
benefit plans, policies and arrangements applicable to other
executive officers generally. Ms. Gove will also be entitled to
reimbursement on a tax neutral basis for all reasonable
out-of-pocket business, entertainment and travel expenses incurred
by her in connection with the performance of her
duties.
•Termination
without Cause or for Good Reason.
The Employment Agreement provides that if the Company terminates
Ms. Gove’s employment other than for “cause,” or in the event Ms.
Gove terminates with “good reason,” in each case, not in connection
with a “change in control” (as defined in the 2018 Plan), then Ms.
Gove will receive severance pay equal to the sum of two times Ms.
Gove’s base salary and her target annual bonus (payable over the 24
months following her termination date), any earned but unpaid
annual bonus for the year prior to the year of termination, and up
to 24 months of COBRA benefits at active employee rates. Severance
pay will be paid in accordance with normal payroll. The definitions
of “cause” and “good reason” are set forth in the Employment
Agreement.
In the event that Ms. Gove experiences an “involuntary termination”
(as such term is defined in the Company’s Executive Change in
Control Severance Plan) (the “ESP”), Ms. Gove will be entitled to
the severance payments and benefits provided for under the ESP
pursuant to the terms and conditions therein.
Ms. Gove is required to deliver a formal release of all claims
prior to, and as a condition of, her receipt of any of the
severance payments and other post-employment benefits described in
the Employment Agreement.
•Restrictive
Covenants.
The Employment Agreement also provides for non-competition,
non-solicitation and non-interference during the term of employment
and for two years thereafter, and non-disparagement and
confidentiality during the term of employment and surviving the end
of the term of employment.
The foregoing description of the Employment Agreement in this
Current Report on Form 8-K is a summary of, and is qualified in its
entirety by, the terms of the Employment Agreement. A copy of the
Employment Agreement will be filed with the Company’s Quarterly
Report on Form 10-Q for the period ending November 26,
2022.
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: November 17, 2022 |
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By: |
/s/ Laura Crossen |
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Laura Crossen |
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Interim Chief Financial Officer |
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