Bed, Bath and Beyond 2007 Annual Report Download - page 38

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BED BATH& BEYOND PROXY STATEMENT
36
Beneficial Owner
Most shareholders of Bed Bath & Beyond hold their shares through a stockbroker, bank or other nominee, rather than directly in
their own name. If you hold your shares in one of these ways, you are considered the beneficial owner of shares held in street
name, and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those
shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote. Your broker
or nominee has enclosed a voting instruction form for you to use in directing the broker or nominee on how to vote your shares.
Can I change my vote?
Yes. If you are the shareholder of record, you may revoke your proxy before it is exercised by doing any of the following:
• sending a letter to the Company stating that your proxy is revoked;
• signing a new proxy and sending it to the Company; or
• attending the Annual Meeting and voting by ballot.
Beneficial owners should contact their broker or nominee for instructions on changing their vote.
How many votes must be present to hold the Annual Meeting?
A “quorum” is necessary to hold the Annual Meeting. A quorum is a majority of the votes entitled to be cast by the shareholders
entitled to vote at the Annual Meeting. They may be present at the Annual Meeting or represented by proxy. Abstentions and
broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum, but are not counted for
purposes of determining any of the proposals to be voted on.
How many votes are needed to approve the proposals?
A plurality of the votes cast is required for the election of directors. This means that the eight nominees with the most votes for
election will be elected.
A “FOR” vote by a majority of the votes cast is required to approve the other proposal to be acted on at the Annual Meeting.
What is an abstention?
An abstention is a properly signed proxy card which is marked “abstain.”
What is a broker “non-vote”?
A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power for that particular item and has not received instructions from
the beneficial owner. Under applicable rules, Proposals 1 and 2 are “discretionary” items upon which New York Stock Exchange
member brokerage firms that hold shares as a nominee may vote on behalf of the beneficial owners if such beneficial owners
have not furnished voting instructions by the tenth day before the Annual Meeting.
Will any other matters be acted on at the Annual Meeting?
If any other matters are properly presented at the Annual Meeting or any adjournment, the persons named in the proxy will have
discretion to vote on those matters. As of February 11, 2008, which is the date by which shareholder proposals must have been
received by the Company to be presented at the Annual Meeting, and as of the date of this proxy statement, we did not know of
any other matters to be presented at the Annual Meeting.