f8k_070213.htm
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 28, 2013
 
BED BATH & BEYOND INC.
(Exact name of registrant as specified in its charter)
 
New York
  
0-20214
  
11-2250488
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
of incorporation)
H
File Number)
  
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 
 
 
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Pursuant to letter agreements entered into on June 28, 2013, each of Warren Eisenberg, Co-Chairman of Bed Bath & Beyond Inc. (the “Company”), and Leonard Feinstein, Co-Chairman of the Company, agreed to continue the terms of their respective employment agreements having agreed in principle on extensions of such employment agreements.  The Company and Messrs. Eisenberg and Feinstein anticipate entering into extensions to their respective employment agreements pending finalization of the terms thereof.
 
The foregoing is a brief summary of the letter agreements and does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreements, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting of Shareholders of the Company held on June 28, 2013, the following items were voted upon:  (1) the election of nine directors of the Company for terms expiring in 2014; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending March 1, 2014; and (3) a proposal to consider the approval, by non-binding vote, of the 2012 compensation paid to the Company’s named executive officers, known as the “say-on-pay” proposal.  The voting results with respect to each of the matters described above were as follows:

1.
The nine directors were elected based upon the following votes:
 
Nominee
  
For
  
Against
  
Abstain
  
Broker
Non-Votes
Warren Eisenberg
  
168,135,597
  
8,784,398
  
198,492
  
14,191,775
Leonard Feinstein
  
168,061,725
  
8,857,790
  
198,972
  
14,191,775
Steven H. Temares
  
175,234,150
  
1,684,440
  
199,897
  
14,191,775
Dean S. Adler
  
164,196,996
  
12,720,169
  
201,322
  
14,191,775
Stanley F. Barshay
  
172,518,718
  
4,398,386
  
201,383
  
14,191,775
Klaus Eppler
  
174,749,577
  
2,033,737
  
335,173
  
14,191,775
Patrick R. Gaston
  
176,327,763
  
587,720
  
203,004
  
14,191,775
Jordan Heller
  
176,179,230
  
737,516
  
201,741
  
14,191,775
Victoria A. Morrison
  
171,875,725
  
5,048,518
  
194,244
  
14,191,775

2.
The appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending March 1, 2014 was ratified based upon the following votes:

For
  
Against
  
Abstain
189,511,129
  
1,516,238
  
282,895

3.
The 2012 compensation paid to the Company’s named executive officers, known as the “say-on-pay” proposal, was approved, by non-binding vote, based upon the following votes:

For
  
Against
  
Abstain
  
Broker Non-Votes
137,505,888
  
38,351,962
  
1,260,637
  
14,191,775

 
Item 9.01     Financial Statements and Exhibits.
 
(d)           Exhibits
 
10.1
Letter agreement dated as of June 28, 2013 between the Company and Warren Eisenberg
 
10.2 
Letter agreement dated as of June 28, 2013 between the Company and Leonard Feinstein
 
 
 
 
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 hereunto duly authorized.
 
 
BED BATH & BEYOND INC.
 
(Registrant)
     
Date: July 2, 2013
By:
/s/  Eugene A. Castagna
   
Eugene A. Castagna
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

 
 
 
 
Exhibit Index
 
 
Exhibit Number
  
Description
10.1
  
Letter agreement dated as of June 28, 2013 between the Company and Warren Eisenberg
10.2
  
Letter agreement dated as of June 28, 2013 between the Company and Leonard Feinstein