Bed, Bath and Beyond 2010 Annual Report Download - page 40

BED BATH & BEYOND PROXY STATEMENT
38
Director Independence
The Board of Directors, upon the advice of the Nominating and Corporate Governance Committee, has determined that each
of Ms. Morrison and Messrs. Adler, Barshay, Eppler, Gaston and Heller are “independent directors” under the independence
standards set forth in NASDAQ Listing Rule 5605(a)(2). This determination was based on the fact that each of these directors
is not an executive officer or employee of the Company or has any other relationship which, in the opinion of the Board of
Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. This
independence assessment is analyzed annually in both fact and appearance to promote arms-length oversight.
In making its independence determinations, the Board of Directors considered transactions occurring since the beginning of the
fiscal year ended February 28, 2009 (“fiscal 2008”) between the Company and entities associated with the independent directors
or members of their immediate family. In each case, the Board of Directors determined that, because of the nature of the
director’s relationship with the entity and/or the amount involved, the relationship did not impair the director’s independence.
The Board of Directors’ independence determinations included reviewing the following relationships and a determination that
the amounts involved, in each case, were immaterial (no payments were made to any of the entities noted, during such entity’s
last fiscal year, in excess of 1% of such entity’s consolidated gross revenues, where a director was a partner or owned more than a
10% equity interest in, or was an executive of, such entity):
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
holdings. Some of such funds have, among their investments, interests in entities which hold retail properties, and
portions of two such properties are under lease to the Company or subsidiaries for the operation of three stores.
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
a wide variety of household consumer goods available for sale at many retail outlets (such as cold medicine and
sunscreen), some of which are purchased by the Company at market rates for resale in the ordinary course of business.
Effective April 1, 2010, Mr. Barshay retired from his position at Merck.
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
responsibilities for clients. The firm has received fees for legal services from the Company during the past
three fiscal years.
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
currently on leave serving a one-year term as Executive in Residence and Senior Advisor with the Clinton Bush Haiti
Fund to support the rebuilding efforts in Haiti. The Company purchases a portion of its telecommunications services
from Verizon Communications Inc. on terms and pricing generally available to Verizon customers.
As the Board determined, in each case, that the amounts involved were immaterial, the Board does not believe that the amount
and nature of any of these transactions might reasonably impair the ability of the directors to act in shareholders’ best interests.
Information about Committees of the Board; Compensation Committee Interlocks and Insider Participation
All members of the Audit, Compensation and Nominating and Corporate Governance Committees are considered independent
pursuant to applicable Securities and Exchange Commission (“SEC”) and NASDAQ rules. None of the members of the
Compensation Committee was (i) during fiscal 2010, an officer or employee of the Company or any of its subsidiaries or (ii)
formerly an officer of the Company or any of its subsidiaries. None of our executive officers currently serves, or in fiscal 2010 has
served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers
serving on our Board of Directors or Compensation Committee.
Leadership Structure
Messrs. Eisenberg, Feinstein and Temares function together as the senior leaders of the Company. Since Messrs. Eisenberg,
Feinstein and Temares are not “independent directors” within the meaning of NASDAQ Listing Rule 5605(a)(2), the Board of
Directors appointed an independent director to serve as the outside Lead Director. Mr. Eppler has served as the outside Lead
Director since 2002. The general authority and responsibilities of the outside Lead Director are established by the Board of
Directors. In that capacity, Mr. Eppler presides at all executive sessions of the independent directors, has the authority to call
meetings of the independent directors, acts as a liaison between the members of the Board and management, functions as
Secretary of the Board (including with respect to the proposal and maintenance of Board agendas and schedules for meetings),
arranges for Board committee functions and acts as Secretary of all Board committees (other than when another independent
director acts in such capacity), and receives communications from the Company’s shareholders.