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 1, 2016

 

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) 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 5.07       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 1, 2016, the following items were voted upon: (1) the election of ten directors of the Company for terms expiring in 2017; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 25, 2017; (3) a proposal to consider the approval, by non-binding vote, of the 2015 compensation paid to the Company’s named executive officers; (4) a shareholder proposal regarding proxy access bylaws; (5) a shareholder proposal regarding an equity retention policy for senior executives; and (6) a shareholder proposal regarding shareholder approval of certain future severance agreements. 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

Warren Eisenberg   121,659,824   2,258,770   103,022   11,011,536
Leonard Feinstein   121,656,175   2,259,824   105,617   11,011,536
Steven H. Temares   122,543,867   1,373,149   104,600   11,011,536
Dean S. Adler   79,394,372   44,527,070   100,174   11,011,536
Stanley F. Barshay   79,964,245   43,946,358   111,013   11,011,536
Geraldine T. Elliott   123,235,840   618,212   167,564   11,011,536
Klaus Eppler   118,007,308   5,912,919   101,389   11,011,536
Patrick R. Gaston   122,849,689   1,002,354   169,573   11,011,536
Jordan Heller   121,638,774   2,281,171   101,671   11,011,536
Victoria A. Morrison   79,928,298   43,995,909   97,409   11,011,536

 

2.The appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 25, 2017 was ratified based upon the following votes:

 

For   Against   Abstain
134,029,739   844,020   159,393

 

 
 

3.The proposal to consider the approval, by non-binding vote, of the 2015 compensation paid to the Company’s named executive officers was not approved, by the following votes:

 

For   Against   Abstain   Broker Non-Votes
28,035,787   95,770,691   215,138   11,011,536

 

 

4.The shareholder proposal to adopt a proxy access bylaw was approved, by the following votes:

 

For   Against   Abstain   Broker Non-Votes
76,241,788   47,489,909   289,919   11,011,536

 

 

5.The shareholder proposal to adopt a policy requiring that senior executives retain a significant percentage of shares acquired through equity compensation programs until reaching normal retirement age or terminating employment with the Company was not approved, by the following votes:

 

For   Against   Abstain   Broker Non-Votes
27,643,614   96,052,380   325,622   11,011,536

 

 

6.The shareholder proposal 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 was approved, by the following votes:

 

For   Against   Abstain   Broker Non-Votes
74,080,400   49,657,514   283,702   11,011,536

 

 

 
 

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 1, 2016 By: /s/  Susan E. Lattmann  
   

Susan E. Lattmann
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)