Bed, Bath and Beyond 2008 Annual Report Download - page 43

BED BATH & BEYOND PROXY STATEMENT
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majority voting for the election of directors in non-contested elections, which is described below; (ii) adopted, effective after
shareholder approval of the proposal regarding majority voting for the election of directors in non-contested elections and the
filing of a certificate of amendment of the Company’s Restated Certificate of Incorporation with the New York Department of
State, a director resignation policy which is described below, consistent with the majority vote standard; (iii) authorized and
recommended that the shareholders approve at the 2009 Annual Meeting amendments to the Company’s Restated Certificate
of Incorporation eliminating all supermajority voting provisions, including statutory requirements under the New York Business
Corporation Law, which are described below; (iv) adopted a policy as part of the Company’s corporate governance guidelines
on the recovery of incentive compensation, commonly referred to as a “clawback policy,” applicable to the Company’s named
executive officers (as defined under Item 402(a)(3) of Regulation S-K); (v) adopted and approved amendments to the Company’s
Amended By-laws to provide that, effective immediately after the 2009 Annual Meeting, subject to certain requirements and
limitations, a special meeting of the Company’s shareholders may be called upon written request by the record holders of at least
50% of the voting power of the outstanding shares of the Company; and (vi) if no advisory vote on executive compensation is
required by law at the time of the Company’s 2011 Annual Meeting, approved in principle that, effective with the Company’s
2011 Annual Meeting, the Company will implement a non-binding, advisory vote by the Company’s shareholders on the
Compensation Committee’s compensation philosophy, policies and procedures for the Company’s named executive officers.
ELECTION OF DIRECTORS (PROPOSAL 1)
How is the Board of Directors structured and who has been nominated?
Upon the recommendation of the Board of Directors, at our 2006 Annual Meeting, our shareholders approved an amendment to
our Restated Certificate of Incorporation to eliminate the classification of the Board of Directors and to provide for the annual
election by the shareholders of each member of the Board.
The Boardof Directors, upon recommendation of its Nominating and Corporate Governance Committee, has nominated, for a
one year term expiring at the 2010 Annual Meeting, the following ten current directors, whose terms of office as directors expire
at the 2009 Annual Meeting: Warren Eisenberg, Leonard Feinstein, Steven H. Temares, Dean S. Adler, Stanley F. Barshay, Klaus
Eppler, Patrick R. Gaston, Jordan Heller, Victoria A. Morrison and Fran Stoller. The current number of directors is eleven. Robert S.
Kaplan has notified the Boardthat he has chosen not to stand for reelection as a director nominee at the 2009 Annual Meeting.
Mr. Kaplan’s retirement from the Board will become effective as of the end of the 2009 Annual Meeting. The Board has author-
ized a reduction in the size of the Board from eleven to ten members effective as of the end of the 2009 Annual Meeting.
Information concerning the nominees as of the record date is provided below:
Warren Eisenberg, 78, is a Co-Founder of the Company and has served as Co-Chairman since 1999. He has served as a director
since 1971. Mr. Eisenberg served as Chairman from 1992 to 1999, and served as Co-Chief Executive Officer from 1971 to 2003.
Leonard Feinstein, 72, is a Co-Founder of the Company and has served as Co-Chairman since 1999. He has served as a director since
1971. Mr. Feinstein served as President from 1992 to 1999, and served as Co-Chief Executive Officer from 1971 to 2003.
Steven H. Temares, 50, currently serves as Chief Executive Officer of the Company. He was President and Chief Executive Officer
from 2003 to 2006 and was President and Chief Operating Officer from 1999 to 2003. Mr. Temares joined the Company in 1992
and has served as a director since 1999.
Dean S. Adler,52, is a Co-Founder and Chief Executive Officer of Lubert-Adler Partners, L.P., a private real estate investment firm.
He has served as a Principal of Lubert-Adler Partners, L.P. for more than five years. He has been a director of the Company since
2001. Mr. Adler is also a director of Developers Diversified Realty Corp.
Stanley F. Barshay, 69, has served as Chairman of Schering-Plough Consumer HealthCare Products since 2003. Prior to 1997,
Mr. Barshay served in a variety of senior executive positions at American Home Products (now Wyeth). Between 1997 and 2003,
Mr.Barshay served as a consultant for several companies. He has been a director of the Company since 2003.
Klaus Eppler, 78, is a practicing attorney and has been a pensioned partner in the law firm of Proskauer Rose LLP, counsel to
the Company,since 2001. Mr.Eppler was an equity partner of Proskauer Rose LLP from 1965 to 2001. He has been a director of
the Company since 1992. Mr. Eppler serves as outside Lead Director. Mr. Eppler is also a director of The Dress Barn, Inc.
Patrick R. Gaston, 51, has been the President of Verizon Foundation since 2003. Prior to assuming this position, Mr. Gaston held
avariety of management positions at Verizon Communications Inc. and its predecessors since 1984, including positions in
operations, marketing, human resources, strategic planning and government relations. He has been a director of the Company
since 2007.