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) July 25, 2019

 

 

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)		(Commission File Number)		(I.R.S. 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:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $.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 Bed Bath & Beyond Inc. (the “Company”) held on July 25, 2019, the following items were voted upon: (1) the election of thirteen directors of the Company for terms expiring in 2020; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 29, 2020; and (3) the approval, by non-binding vote, of the 2018 compensation paid to the Company’s named executive officers. The voting results with respect to each of the matters described were as follows:

1.    The thirteen directors were elected based upon the following votes:

 

Nominee		For				Against				Abstain				Broker Non-Votes
Patrick R. Gaston			88,715,214				7,943,673				112,875				14,690,184
Mary A. Winston			89,632,809				6,860,807				278,146				14,690,184
Stephanie Bell-Rose			90,672,979				5,816,854				281,929				14,690,184
Harriet Edelman			91,147,020				5,346,566				278,176				14,690,184
John E. Fleming			95,863,150				755,343				153,269				14,690,184
Sue E. Gove			96,009,371				478,988				283,403				14,690,184
Jeffrey A. Kirwan			95,999,775				655,914				116,073				14,690,184
Johnathan B. (JB) Osborne			90,999,361				5,477,159				295,242				14,690,184
Harsha Ramalingam			91,499,095				4,979,601				293,066				14,690,184
Virginia P. Ruesterholz			90,750,491				5,732,795				288,476				14,690,184
Joshua E. Schechter			95,313,748				1,336,490				121,524				14,690,184
Andrea Weiss			91,491,123				4,998,125				282,514				14,690,184
Ann Yerger			91,487,741				4,998,960				285,061				14,690,184

2.    The appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 29, 2020 was ratified based upon the following votes:

 

For		Against		Abstain
100,307,017		10,689,034		465,895

3.    The approval, by non-binding vote, of the 2018 compensation paid to the Company’s named executive officers was approved by the following votes:

 

For		Against		Abstain		Broker Non-Votes
80,181,323		16,136,676		453,763		14,690,184

 

Item 7.01

Regulation FD Disclosure.

The Company is working with its financial advisor, Goldman Sachs & Co. LLC, in furtherance of the Company’s stated near-term priority to review its portfolio of assets.

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: July 25, 2019				By:		/s/ Robyn M. D’Elia
						Robyn M. D’Elia
						Chief Financial Officer and Treasurer
						(Principal Financial and Accounting Officer)