Bed, Bath and Beyond 2007 Annual Report Download - page 63

BED BATH& BEYOND PROXY STATEMENT
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& Goldfarb Inc. has the sole power to dispose or to direct the disposition of 17,467,138 shares of common stock. The address of
Ruane, Cunniff & Goldfarb Inc. is 767 Fifth Avenue, New York, NY 10153.
(4) Information regarding Davis Selected Advisers, L.P. was obtained from a Schedule 13G filed with the SEC on February 13, 2008 by
Davis Selected Advisers, L.P. The Schedule 13G states that Davis Selected Advisers, L.P. is deemed to have beneficial ownership of
16,423,460 shares of common stock, acquired in the ordinary course of business. The Schedule 13G also states that Davis Selected
Advisers, L.P. has the sole power to dispose or to direct the disposition of 16,423,460 shares of common stock. The address of Davis
Selected Advisers, L.P. is 2949 East Elvira Road, Suite 101, Tucson, AZ 85706.
(5) Information regarding PRIMECAP Management Company was obtained from a Schedule 13G filed with the SEC on February 14, 2008
by PRIMECAP Management Company. The Schedule 13G states that PRIMECAP Management Company is deemed to have beneficial
ownership of 13,376,076 shares of common stock, acquired in the ordinary course of business. The Schedule 13G also states that
PRIMECAP Management Company has the sole power to dispose or to direct the disposition of 13,376,076 shares of common stock.
The address of PRIMECAP Management Company is 225 South Lake Ave., #400, Pasadena, CA 91101.
(6) The shares shown as being owned by Mr. Eisenberg include: (a) 2,435,449 shares owned by Mr. Eisenberg individually; (b) 1,300,001
shares issuable pursuant to stock options granted to Mr. Eisenberg that are or become exercisable within 60 days; (c) 746,000 shares
owned by a foundation of which Mr. Eisenberg and his family members are trustees and officers; (d) 2,527,142 shares owned by
trusts for the benefit of Mr. Eisenberg and his family members; and (e) 121,356 shares of restricted stock. Mr. Eisenberg has sole
voting power with respect to the shares held by him individually and in trust for his benefit but disclaims beneficial ownership of any
of the shares not owned by him individually or in trust for his benefit.
(7) The shares shown as being owned by Mr. Feinstein include: (a) 1,063,549 shares owned by Mr. Feinstein individually; (b) 1,300,001
shares issuable pursuant to stock options granted to Mr. Feinstein that are or become exercisable within 60 days; (c) 667,200 shares
owned by a foundation of which Mr. Feinstein and his family members are trustees and officers; (d) 2,527,142 shares owned by trusts
for the benefit of Mr. Feinstein and his family members; and (e) 121,356 shares of restricted stock. Mr. Feinstein has sole voting power
with respect to the shares held by him individually and in trust for his benefit but disclaims beneficial ownership of any of the shares
not owned by him individually or in trust for his benefit.
(8) The shares shown as being owned by Mr. Temares include: (a) 73,314 shares owned by Mr. Temares individually; (b) 2,480,000 shares
issuable pursuant to stock options granted to Mr. Temares that are or become exercisable within 60 days; (c) 5,000 shares owned by a
family limited partnership; and (d) 121,356 shares of restricted stock. Mr. Temares has sole voting power with respect to the shares
held by him individually but disclaims beneficial ownership of the shares owned by the family limited partnership, except to the
extent of his pecuniary interest therein.
(9) The shares shown as being owned by Mr. Stark include: (a) 318,716 shares owned by Mr. Stark individually; (b) 255,000 shares issuable
pursuant to stock options that are or become exercisable within 60 days; and (c) 56,593 shares of restricted stock.
(10) The shares shown as being owned by Mr. Castagna include: (a) 2,036 shares owned by Mr. Castagna individually; (b) 249,000 shares
issuable pursuant to stock options that are or become exercisable within 60 days; and (c) 46,618 shares of restricted stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The members of our Board of Directors, our executive officers and persons who hold more than 10% of our outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which
requires them to file reports with respect to their ownership of our Common Stock and their transactions in such Common Stock.
Based solely upon a review of the copies of Section 16(a) reports that we have received from such persons or entities for transac-
tions in our Common Stock and their Common Stock holdings for fiscal 2007, we believe that all reporting requirements under
Section 16(a) for such fiscal year were met in a timely manner by our directors and executive officers, except that Mr. Eisenberg
and Mr. Feinstein each filed one late report which covered two transactions on May 14, 2007 with respect to shares of Common
Stock surrendered to the Company to satisfy tax withholding obligations upon the vesting of shares of restricted stock previously
granted to each of Mr. Eisenberg and Mr. Feinstein.
NEXT YEAR’S ANNUAL MEETING
Proposals which shareholders intend to present at the 2009 Annual Meeting of Shareholders must be received by the Company
no later than February 4, 2009, to be presented at the meeting or to be eligible for inclusion in next year’s proxy statement under
the SEC’s proxy rules.