Bed, Bath and Beyond 2008 Annual Report Download - page 75

Download and view the complete annual report

Please find page 75 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

(4) Information regarding PRIMECAP Management Company was obtained from a Schedule 13G filed with the SEC on February 12, 2009
by PRIMECAP Management Company. The Schedule 13G states that PRIMECAP Management Company is deemed to have beneficial
ownership of 15,579,653 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 15,579,653 shares of common stock.
The address of PRIMECAP Management Company is 225 South Lake Ave., #400, Pasadena, CA 91101.
(5) The shares shown as being owned by Mr. Eisenberg include: (a) 1,485,586 shares owned by Mr. Eisenberg individually; (b) 1,393,790
shares issuable pursuant to stock options granted to Mr. Eisenberg that are or become exercisable within 60 days; (c) 696,000 shares
owned by a foundation of which Mr. Eisenberg and his family members are trustees and officers; (d) 2,000,000 shares owned by trusts
for the benefit of Mr. Eisenberg and his family members; (e) 500,000 shares owned by his spouse; and (f) 145,268 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 and 1,000,000 shares in trust for the benefit of his family
members.
(6) The shares shown as being owned by Mr. Feinstein include: (a) 614,627 shares owned by Mr. Feinstein individually; (b) 1,393,790
shares issuable pursuant to stock options granted to Mr. Feinstein that are or become exercisable within 60 days; (c) 567,200 shares
owned by a foundation of which Mr. Feinstein and his family members are trustees and officers; (d) 2,000,000 shares owned by trusts
for the benefit of Mr. Feinstein and his family members; and (e) 145,268 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 and 1,000,000 shares in trust for the benefit of his family members.
(7) The shares shown as being owned by Mr. Temares include: (a) 98,539 shares owned by Mr. Temares individually; (b) 2,334,857 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) 157,437 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.
(8) The shares shown as being owned by Mr. Stark include: (a) 16,230 shares owned by Mr. Stark individually; (b) 245,000 shares issuable
pursuant to stock options that are or become exercisable within 60 days; and (c) 79,923 shares of restricted stock.
(9) The shares shown as being owned by Mr. Castagna include: (a) 6,054 shares owned by Mr. Castagna individually; (b) 230,000 shares
issuable pursuant to stock options that areor become exercisable within 60 days; and (c) 63,121 shares of restricted stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The members of our Boardof Directors, our executive officers and persons who hold morethan 10% of our outstanding common
stock aresubject to the reporting requirements of Section 16(a) of the Exchange Act, 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 transactions in our common stock and their
common stock holdings for fiscal 2008, 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.
BED BATH & BEYOND PROXY STATEMENT
73