Bed, Bath and Beyond 2008 Annual Report Download - page 42

Download and view the complete annual report

Please find page 42 of the 2008 Bed, Bath and Beyond annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 80

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80

BED BATH & BEYOND PROXY STATEMENT
40
How many votes are needed to approve the proposals?
At the 2009 Annual Meeting, a plurality of the votes cast is required for the election of directors. This means that the ten nomi-
nees with the most votes for election will be elected. In this proxy statement, the Company is seeking shareholder approval of
an amendment to its Restated Certificate of Incorporation requiring a majority vote for the election of directors in non-contested
elections starting with the 2010 Annual Meeting, which is described below.
A“FOR” vote by a majority of the votes cast is required to ratify the selection of KPMG LLP as the Company’s independent
auditors for fiscal 2009, to re-approve the performance goals under the Bed Bath & Beyond Inc. 2004 Incentive Compensation Plan
and to approve the shareholder proposal. A “FOR” vote by a majority of the outstanding shares of the Company is required to
approve the Company proposal to amend its Restated Certificate of Incorporation to require majority voting for the election
of directors in non-contested elections. A “FOR” vote by 80% of the outstanding shares of the Company is required to approve
the Company proposal to amend its Restated Certificate of Incorporation to eliminate supermajority voting provisions. A “FOR”
vote by two-thirds of the outstanding shares of the Company is required to approve the Company proposal to amend its Restated
Certificate of Incorporation to add a new article eliminating statutory supermajority voting requirements.
What is an abstention?
An abstention is a properly signed proxy card which is marked “abstain.”
What is a broker “non-vote”?
Abroker “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 current applicable rules, Proposals 1 through 4b 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 areproperly 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 4, 2009, 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.
Who pays for this proxy solicitation?
The Company will pay the expenses of soliciting proxies. In addition to solicitation by mail, proxies may be solicited in person or
by telephone or other means by directors or employees of the Company.The Company has engaged D.F. King & Co., Inc., for a
fee to be determined, to assist in the solicitation of proxies. The Company will reimburse brokerage firms and other nominees,
custodians and fiduciaries for costs incurred by them in mailing proxy materials to the beneficial owners of shares held of record
by such persons.
Whom should I call with other questions?
If you have additional questions about this proxy statement or the Annual Meeting or would like additional copies of this
document or our 2008 Annual Reporton Form10-K, please contact: Bed Bath & Beyond Inc., 650 Liberty Avenue, Union, NJ 07083,
Attention: Investor Relations Dept., Telephone: (908) 688-0888.
CORPORATE GOVERNANCE ENHANCEMENTS
This past year, the Nominating and Corporate Governance Committee and the Board of Directors carefully considered numerous
changes to the Company’scorporate governance structure, and the Board, upon the unanimous recommendation of the
Nominating and Corporate Governance Committee, took the following actions: (i) authorized and recommended that the share-
holders approve at the 2009 Annual Meeting an amendment to the Company’sRestated Certificate of Incorporation providing for