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) |
☐ | 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)) |
• | The 2018 Plan has an aggregate share reserve of 4.6 million shares of common stock and a “fungible share limit” where each share of common stock subject to full value awards (e.g., restricted stock or restricted stock units) will be counted as 2.2 shares against the aggregate share reserve under the 2018 Plan. |
• | The 2018 Plan contains an annual non-employee director compensation limit of $700,000 based on the aggregate fair market value (determined as of the date of grant) of any equity awards plus the aggregate value (determined as of the date of grant) of any cash-based compensation. |
• | The term of the 2018 Plan will expire on May 22, 2028. |
• | In light of the repeal of the performance-based exception to Section 162(m) of the Code, certain provisions intended to satisfy the performance-based exception that remain in the 2012 Plan have been eliminated from the 2018 Plan. |
• | The 2018 Plan does not permit “single trigger” acceleration of vesting or payment of an award upon a change in control unless the award is not assumed or substituted on a substantially equivalent basis. In the event of any such assumption or substitution, the 2018 Plan authorizes the Compensation Committee to accelerate vesting if a participant is terminated without “cause” or “good reason” (each, as defined in the 2018 Plan) in connection with the change in control. If the successor does not assume or substitute outstanding awards on a substantially equivalent basis, time vested equity awards will fully accelerate and awards that vest on performance will accelerate at the greater of actual achievement of the performance goals or one hundred percent (100%) of target levels, pro-rated on the basis of service through the date of the change in control, with all other terms and conditions deemed met. |
Nominee | For | Against | Abstain | Broker Non-Votes | ||||
Warren Eisenberg | 106,132,794 | 2,332,251 | 121,629 | 14,725,184 | ||||
Leonard Feinstein | 106,086,070 | 2,375,355 | 125,249 | 14,725,184 | ||||
Steven H. Temares | 106,955,060 | 1,505,742 | 125,872 | 14,725,184 | ||||
Dean S. Adler | 85,871,860 | 22,571,840 | 142,974 | 14,725,184 | ||||
Stanley F. Barshay | 91,161,207 | 17,278,137 | 147,330 | 14,725,184 | ||||
Stephanie Bell-Rose | 107,858,495 | 620,997 | 107,182 | 14,725,184 | ||||
Klaus Eppler | 100,146,452 | 8,296,404 | 143,818 | 14,725,184 | ||||
Patrick R. Gaston | 74,713,632 | 33,760,716 | 112,326 | 14,725,184 | ||||
Jordan Heller | 74,125,232 | 34,338,514 | 122,928 | 14,725,184 | ||||
Victoria A. Morrison | 47,961,053 | 60,529,232 | 96,389 | 14,725,184 | ||||
Johnathan B. Osborne | 107,947,432 | 530,555 | 108,687 | 14,725,184 | ||||
Virginia P. Ruesterholz | 107,372,974 | 1,107,123 | 106,577 | 14,725,184 |
For | Against | Abstain | ||
121,237,224 | 1,864,814 | 209,820 |
For | Against | Abstain | Broker Non-Votes | |||
23,180,537 | 85,077,023 | 329,114 | 14,725,184 |
For | Against | Abstain | Broker Non-Votes | |||
101,015,127 | 7,312,168 | 259,379 | 14,725,184 |
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. | Description | |
10.1 |
BED BATH & BEYOND INC. | |||
(Registrant) | |||
Date: June 29, 2018 | By: | /s/ Robyn M. D'Elia | |
Robyn M. D'Elia | |||
Chief Financial Officer and Treasurer | |||
(Principal Financial and Accounting Officer) |