BED BATH& BEYOND INC. (NASDAQ:BBBY) Files An 8-K Other Events

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BED BATH& BEYOND INC. (NASDAQ:BBBY) Files An 8-K Other Events

Item8.01

Other Events

Members of the Board of Directors (the Board) and management of
Bed Bath Beyond Inc. (the Company) have engaged in discussions
with shareholders regarding compensation and governance matters
as part of the Companys on-going shareholder outreach program and
with a view towards addressing the voting results at the Companys
2016 Annual Meeting of Shareholders. In response to this
engagement and other relevant factors, the Board and/or
Compensation Committee approved the actions described below:

Changes in Executive Compensation

Reduction in the Value of Target Compensation of the
Companys Chief Executive Officer (CEO) from $16.9 million to
$14.55 million, or Approximately 14%.

Second Consecutive Year of Approximate 14% Reduction in Value
of CEO Target Pay
.

Reduction in Equity Compensation: The value of equity
compensation granted to Mr.StevenH. Temares for the Companys
current fiscal year ending March3, 2018 (Fiscal 2017) was
reduced by approximately $1,000,000, with approximately
$850,000 of the reduction to be applied to stock options and
approximately $150,000 to performance stock unit (PSU)
awards.
Adoption of Equity Holding Period: All of the Fiscal 2017 PSU
awards granted to Mr.Temares will be subject to a newly
required two-year post-vesting holding period for shares
acquired, net of withholding taxes, with the result that the
value of Mr.Temares equity compensation for Fiscal 2017 will
be reduced by an additional amount of approximately $1.35
million, reflecting the discount attributable to the two-year
post-vesting holding period.

Since 2015, the value of annual CEO target compensation has
been reduced by approximately $5.1 million or 26%
.

No Increase in Base Salary of the CEO. The base salary
of Mr.Temares for Fiscal 2017 will remain unchanged. This
will be the fourth consecutive year of no increase in CEO
base pay.
Approximate 50% Reduction in Co-Chairmen Compensation.
As discussed further in the Senior Status item below, in
connection with the election by the Companys Co-Chairmen of
senior status, and to their employment agreements and the
determination of the Compensation Committee, the overall
salary and equity compensation of such executives will be
reduced by approximately 50%, or approximately $3.1 million.
No Increase in Target Compensation of the Companys Named
Executive Officers (NEOs)
. The total target compensation
of the Companys NEOs and other key senior executives whose
compensation is determined by the Compensation Committee,
other than Mr.Temares and the Companys Co-Chairmen, will
remain unchanged for Fiscal 2017, with the exception of Susan
E. Lattmann, the Companys Chief Financial Officer and
Treasurer, whose salary will remain unchanged but who will
receive an increase in her equity compensation awards.
No Increase in Total Compensation of Other Executives.
No other executives of the Company, including all vice
presidents, received increases in total compensation for
Fiscal 2017, except for four officers of subsidiaries who
received adjustments based upon changes in their
responsibilities since the acquisition of their respective
subsidiaries, and newly promoted executives for Fiscal 2017
who received increases in connection with their promotions.
Increased Weighting of Three-Year Performance Test; Other
Performance Goal Changes.
The performance goals for PSU
awards granted to the Companys executive officers in Fiscal
2017 will be weighted 75% for the three-year performance test
and 25% for the one-year performance test, further increasing
the weighting of the three-year goal. This follows other
incremental weighting changes over the past several years. In
addition, the three-year performance test will be modified
from a single Return on Invested Capital (ROIC) performance
goal to include performance goals measuring both ROIC and
Earnings Before Interest and Taxes (EBIT) Margin relative to
a peer group over the three-year period, with one-third of
the three-year PSU award subject to the EBIT Margin goal and
two-thirds subject to the ROIC goal. The vesting of the
corresponding PSU awards for the one-year and three-year
performance goals will occur at the end of the same year the
respective award is earned, subject to the achievement of the
performance goal. The PSU achievement ranges previously used
for the ROIC three-year performance goal will be applied to
the one-year EBIT Margin performance test as well as the
three-year EBIT and ROIC performance tests, requiring an
achievement percentage of 100-144% of the peer group median
of each measure to earn 50% of each award. Additionally, as
was the case with 2016 PSU awards, the target amount of the
2017 PSU awards for all executives cannot be exceeded if
Total Shareholder Return for the respective measurement
period is negative.

Reduction in Director Compensation

On May4, 2017, the Board of Directors determined that the Fiscal
2017 compensation of non-employee directors, other than fees for
committee service and service as lead director, will be reduced
by 10% from the amounts in the prior fiscal year.

Adoption of Severance Cap

At the Companys 2016 Annual Meeting, the Companys shareholders
approved a shareholder proposal for adoption by the Company of a
policy to seek shareholder approval of future severance
agreements with senior executives that provide benefits in an
amount exceeding 2.99 times the sum of the executives base salary
plus bonus. On May4, 2017, the Board adopted a policy that limits
certain severance benefits to no more than 2.99 times the sum of
the executives base salary plus non-equity incentive plan payment
or other annual non-equity bonus or award, without seeking
shareholder ratification of the agreement. This policy would be
applied to new agreements for executive officers.

Proxy Access

On May10, 2017, the Company amended its Amended By-Laws to
include a new section providing for proxy access. The proxy
access bylaw is discussed in detail in a Report on Form 8-K filed
by the Company on May16, 2017, and the full text of the Companys
Amended By-Laws including the proxy access provision were
attached to that Form 8-K as an exhibit.

Senior Status for Co-Chairmen Warren Eisenberg and
Leonard Feinstein

On May11, 2017, Warren Eisenberg and Leonard Feinstein,
Co-Founders and Co-Chairmen of the Company, notified the Company
that they had elected senior status to their employment
agreements. Their election of senior status will become effective
on May21, 2017. Messrs. Eisenberg and Feinstein intend to remain
involved with the management and affairs of the Company. They
will be director nominees for the Companys 2017 Annual Meeting of
Shareholders, and, if elected as directors, the Board expects to
retain them as Co-Chairmen.

As a result of the senior status election and to their employment
agreements, the annual salary of Messrs. Eisenberg and Feinstein
will be reduced to $550,000 each, which represents 50% of their
average salary over the three-year period prior to the election.
Additionally, in consultation with Messrs. Eisenberg and
Feinstein, the Compensation Committee has determined for Fiscal
2017 to eliminate stock options for them and to reduce PSU awards
for them by approximately one-third, with the result that the
aggregate value of the equity compensation granted to Messrs.
Eisenberg and Feinstein in Fiscal 2017 will be approximately 50%
of the value of equity compensation granted to them in the prior
fiscal year. Consequently, the election by Messrs. Eisenberg and
Feinstein to commence senior status and the reduction in equity
compensation by the Compensation Committee in consultation with
such executives, reduced overall target compensation awarded to
such executive officers in 2017 by an aggregate of approximately
$3,100,000.


About BED BATH & BEYOND INC. (NASDAQ:BBBY)

Bed Bath & Beyond Inc. is a retailer, which operates under the names Bed Bath & Beyond (BBB), Christmas Tree Shops, Christmas Tree Shops andThat! or andThat! (collectively, CTS), Harmon or Harmon Face Values (collectively, Harmon), buybuy BABY (Baby) and World Market, Cost Plus World Market or Cost Plus (collectively, Cost Plus World Market). The Company operates in two segments: North American Retail and Institutional Sales. The Company sells a range of domestics merchandise and home furnishings. Domestics merchandise includes categories, such as bed linens and related items, bath items and kitchen textiles. Home furnishings include categories, such as kitchen and tabletop items, fine tabletop, basic housewares, general home furnishings, consumables and juvenile products. The Company operates approximately 1,530 stores plus its various Websites, other interactive platforms and distribution facilities.

BED BATH & BEYOND INC. (NASDAQ:BBBY) Recent Trading Information

BED BATH & BEYOND INC. (NASDAQ:BBBY) closed its last trading session up +0.21 at 35.36 with 1,888,522 shares trading hands.

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