Bed, Bath and Beyond 2010 Annual Report Download - page 62

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BED BATH & BEYOND PROXY STATEMENT
60
ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (which was added by the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the related rules of the SEC), the Company is providing its shareholders the
opportunity to cast an advisory vote on the compensation of its named executive officers. This proposal, commonly known as
a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to express their views on named executive officers’
compensation.
As described in detail in the Compensation Discussion and Analysis beginning on page 42 of this Proxy Statement, the Company’s
executive officer compensation program is designed to attract and retain the caliber of officers needed to ensure the Company’s
continued growth and profitability and to reward them for their performance, the Company’s performance and for creating long-
term value for shareholders. The primary objectives of the program are to:
฀ ฀฀฀฀฀฀฀฀
฀ ฀฀฀฀฀฀
฀ ฀฀฀฀฀฀฀฀฀฀฀฀฀
฀ ฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
The Company seeks to accomplish these goals in a manner that is aligned with the long-term interests of the Company’s share-
holders. The Company believes that its executive officer compensation program achieves this goal with its emphasis on long-term
equity awards and performance-based compensation, which has enabled the Company to successfully motivate and reward its
named executive officers. The Company believes that its compensation program is appropriate and has played an essential role in
its continuing financial success by aligning the long-term interests of its named executive officers with the long-term interests of
its shareholders.
For these reasons, the Board of Directors recommends a vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers for fiscal 2010, as disclosed pursuant to Item
402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is here-
by APPROVED.”
As an advisory vote, this proposal is not binding upon the Company. Notwithstanding the advisory nature of this vote, the
Compensation Committee, which is responsible for designing and administering the Company’s executive officer compensation
program, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote
when making future compensation decisions for named executive officers. The affirmative vote of the holders of a majority of the
votes cast by our shareholders in person or represented by proxy and entitled to vote is required to approve this Proposal 3.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL,
ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
FOR FISCAL 2010 AS DISCLOSED IN THIS PROXY STATEMENT.