Bed, Bath and Beyond 2010 Annual Report Download - page 63

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BED BATH & BEYOND PROXY STATEMENT
61
ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTE (PROPOSAL 4)
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 seeking the input of its
shareholders on the frequency with which it will hold a non-binding, advisory vote on the compensation of its named executive
officers (commonly known as a “frequency of say-on-pay” proposal). In voting on this Proposal 4, shareholders are provided with
four choices. Shareholders may indicate their preference as to whether the advisory vote on the compensation of the Company’s
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
from voting on this Proposal 4.
After careful consideration, it is the opinion of the Board of Directors that the frequency of the shareholder vote on the com-
pensation of the Company’s named executive officers should be once every year. The Board of Directors recommends an annual
advisory vote because an annual vote will allow shareholders to provide direct input on the Company’s compensation policies and
practices, and the resulting compensation for the named executive officers, every year. Shareholders would have the opportunity
to consider the Company’s most recent compensation decisions in the context of its pay for performance philosophy and focus on
increasing long-term shareholder value, and to provide feedback to the Company in a timely way.
While the Board recommends an annual vote, shareholders are not voting to approve or disapprove of the Board’s recommen-
dation. Rather, shareholders are being provided with the opportunity to cast an advisory vote through the resolution set forth
below, on whether the shareholder advisory vote on executive officer compensation should occur once every (i) one year, (ii) two
years, or (iii) three years, or to abstain from voting on the matter.
“RESOLVED, that the shareholders determine, on an advisory basis, whether the preferred frequency of an advisory vote on the
executive compensation of the Company’s named executive officers as set forth in the Company’s proxy statement should be once
every one year, two years, or three years.”
As an advisory vote, this proposal is not binding on the Company. Notwithstanding the advisory nature of this vote, the Board of
Directors values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote
when making a determination as to the frequency of future advisory votes on executive compensation. The alternative receiving
the greatest number of votes (every one year, two years or three years) will be the frequency that shareholders approve.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE, ON AN ADVISORY BASIS, FOR A
FREQUENCY OF SAY-ON-PAY VOTE OF ONCE EVERY YEAR.