Bed, Bath and Beyond 2010 Annual Report Download - page 36

BED BATH & BEYOND PROXY STATEMENT
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Use any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call.
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Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided, or return it to Bed Bath &
Beyond Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Voting by any of these methods will not affect your right to attend the Annual Meeting and vote in person. However, for those
who will not be voting at the Annual Meeting, your final voting instructions must be received by no later than 11:59 p.m. on June
22, 2011.
Beneficial Owner
Most shareholders of Bed Bath & Beyond Inc. hold their shares through a stockbroker, bank or other nominee, rather than
directly in their own name. If you hold your shares in one of these ways, you are considered the beneficial owner of shares held
in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect
to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to vote. Your
broker or nominee has enclosed a voting instruction form for you to use in directing the broker or nominee on how to vote your
shares. If you hold your shares through a NYSE member brokerage firm, such member brokerage firm has the discretion to vote
shares held on your behalf with respect to the appointment of the Company’s auditors, but not with respect to the election of
directors, the say-on-pay proposal or the frequency of say-on-pay proposal, as more fully described under “What is a broker ‘non-
vote’?”.
Can I change my vote?
Yes. If you are the shareholder of record, you may revoke your proxy before it is exercised by doing any of the following:
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Beneficial owners should contact their broker or nominee for instructions on changing their vote.
How many votes must be present to hold the Annual Meeting?
A “quorum” is necessary to hold the Annual Meeting. A quorum is a majority of the votes entitled to be cast by the shareholders
entitled to vote at the Annual Meeting. They may be present at the Annual Meeting or represented by proxy. Abstentions and
broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum, but are not counted for
purposes of determining any of the proposals to be voted on.
How many votes are needed to approve the proposals?
At the 2011 Annual Meeting of Shareholders, a “FOR” vote by a majority of votes cast is required for the election of directors, to
ratify the selection of KPMG LLP as the Company’s independent auditors for fiscal 2011 and to approve, by non-binding vote, the
say-on-pay proposal. With respect to the frequency of say-on-pay proposal, the alternative receiving the greatest number of votes
(every one year, two years or three years) will be the frequency that shareholders approve.
A “FOR” vote by a “majority of votes cast” means that the number of shares voted “FOR” exceeds the number of votes
“AGAINST.” Abstentions and broker non-votes shall not constitute votes “FOR” or votes “AGAINST.”
What is an abstention?
An abstention is a properly signed proxy card which is marked “abstain.”