Bed, Bath and Beyond 2010 Annual Report Download - page 37

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BED BATH & BEYOND PROXY STATEMENT
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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
beneficial owners on the following proposals unless you provide voting instructions: Proposal 1, the election of directors, Proposal
3, the say-on-pay proposal, and Proposal 4, the frequency of say-on-pay proposal. Therefore, if your shares are held by such
nominee, please instruct your broker regarding how to vote your shares on each of these proposals. This will ensure that your
shares are counted with respect to each of these proposals.
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 March 31, 2011, 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 2010 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 2012 Annual Meeting, each of the current members of the Board.
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, 80, 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, 74, 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 40-year history and their overall experience in the retail
industry, in each case for over 50 years.
Steven H. Temares, 52, 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. Mr. Temares has been part of the leadership of the Company throughout its entire history
as a public company.