Bed, Bath and Beyond 2009 Annual Report Download - page 39

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BED BATH & BEYOND PROXY STATEMENT
37
What฀is฀a฀broker฀“non-vote”?
A broker “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, Proposal 2 is a “discretionary” item upon which New York Stock Exchange
member brokerage firms that hold shares as 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.
However, New York Stock Exchange member brokerage firms that hold shares as nominee may not vote on behalf of the ben-
eficial owners for Proposal 1, the election of directors, unless you provide voting instructions. Therefore, if your shares are held
by such nominee, please instruct your broker regarding how to vote your shares on the election of directors. This will ensure that
your shares are counted with respect to the election of directors.
Will any other matters be acted on at the Annual Meeting?
If any other matters are properly presented at the Annual Meeting or any adjournment, the persons named in the proxy will have
discretion to vote on those matters. As of April 1, 2010, which is the date by which any proposal for consideration at the Annual
Meeting submitted by a shareholder 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 associates 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 2009 Annual Report on Form 10-K, please contact: Bed Bath & Beyond Inc., 650 Liberty Avenue, Union, NJ 07083,
Attention: Investor Relations Dept., Telephone: (908) 688-0888.
ELECTION OF DIRECTORS (PROPOSAL 1)
How is the Board of Directors structured and who has been nominated?
The Board of Directors, upon recommendation of its Nominating and Corporate Governance Committee, has nominated for
reelection as directors, for a one year term expiring at the 2011 Annual Meeting, the current members of the Board, other than
Fran Stoller who has notified the Board that she has chosen not to stand for reelection as a director nominee at the 2010 Annual
Meeting of Shareholders. Ms. Stoller’s retirement from the Board will become effective as of the end of the 2010 Annual Meeting
of Shareholders. The Board has authorized a reduction in the size of the Board from 10 to nine members effective as of the end
of the 2010 Annual Meeting of Shareholders.
Information concerning our directors as of the record date, and the key experience, qualifications and skills they bring to our
Board, is provided below.
Warren Eisenberg, 79, 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, 73, 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.
Messrs. Eisenberg and Feinstein remain active as part of the senior leadership of the Company and bring to the Board, among
other benefits, their experience in building the Company during its nearly 40-year history and their overall experience in the retail
industry, in each case for approximately 50 years.