Bed, Bath and Beyond 2008 Annual Report Download - page 40

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BED BATH & BEYOND PROXY STATEMENT
38
PROXY STATEMENT
These proxy materials are delivered in connection with the solicitation by the Board of Directors of Bed Bath & Beyond Inc. (the
“Company”, “we”, or “us”), a New York corporation, of proxies to be voted at our 2009 Annual Meeting of Shareholders and at
any adjournment or adjournments.
QUESTIONS ABOUT THE MEETING AND THESE PROXY MATERIALS
This Proxy Statement, the proxy card and our 2008 Annual Report are being mailed starting June 1, 2009. The information regard-
ing stock ownership and other matters in this proxy statement is as of the record date, May 5, 2009, unless otherwise
indicated.
What may I vote on?
You may vote on the following proposals:
•election of ten directors to hold office until the Annual Meeting in 2010 (Proposal 1);
•ratification of the appointment of KPMG LLP as independent auditors for fiscal 2009 (Proposal 2);
•approval of an amendment to the Company’s Restated Certificate of Incorporation adopting majority voting for the election
of directors in non-contested elections (Proposal 3);
•approval of an amendment to the Company’s Restated Certificate of Incorporation eliminating supermajority voting provisions
(Proposal 4a);
•approval of an amendment to the Company’s Restated Certificate of Incorporation adding a new article eliminating statutory
supermajority voting requirements (Proposal 4b);
•re-approval of the performance goals under the Bed Bath & Beyond Inc. 2004 Incentive Compensation Plan (Proposal 5); and
•consideration of a shareholder proposal (Proposal 6).
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE TEN DIRECTORS, FOR THE RATIFICATION OF
THE APPOINTMENT OF AUDITORS, FOR THE APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF
INCORPORATION ADOPTING MAJORITY VOTING FOR THE ELECTION OF DIRECTORS IN NON-CONTESTED ELECTIONS,
FOR THE APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION ELIMINATING
SUPERMAJORITY VOTING PROVISIONS, FOR THE APPROVAL OF AN AMENDMENT TO THE RESTATED CERTIFICATE
OF INCORPORATION ADDING A NEW ARTICLE ELIMINATING STATUTORY SUPERMAJORITY VOTING REQUIREMENTS,
FOR THE RE-APPROVAL OF THE PERFORMANCE GOALS UNDER THE BED BATH & BEYOND INC. 2004 INCENTIVE
COMPENSATION PLAN AND AGAINST THE SHAREHOLDER PROPOSAL.
Who may vote?
Shareholders of record of the Company’s common stock at the close of business on May 5, 2009 are entitled to receive this notice
and to vote their shares at the Annual Meeting. As of that date, there were 260,855,916 shares of common stock outstanding.
Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.
How do I vote?
The Company encourages you to use the electronic means available to you to vote your shares. How you vote will depend on how
you hold your shares of Bed Bath & Beyond Inc. stock.
Bed Bath & Beyond Inc.
650 Liberty Avenue
Union, New Jersey 07083