Bed, Bath and Beyond 2011 Annual Report Download

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Notice of 2012 Annual Meeting of Shareholders
Proxy Statement
2011 Annual Report
BED BATH & BEYOND INC.

Table of contents

  • Page 1
    BED BATH & BEYOND INC. Notice of 2012 Annual Meeting of Shareholders Proxy Statement 2011 Annual Report

  • Page 2
    Consolidated Selected Financial Data (in thousands, except per share and number of store data) Feb. 25, 2012 Feb. 26, 2011 Feb. 27, 2010 Feb. 28, 2009 March 1, 2008 (2) March 3, 2007 Feb. 25, 2006 Feb. 26, 2005 Feb. 28, 2004 (3) STATEMENT OF EARNINGS DATA Net sales Gross profit ...

  • Page 3
    ...the Company adopted Staff Accounting Bulletin 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" resulting in a one-time net reduction to Shareholders' equity of $34.3 million. (6) (7) BED BATH & BEYOND 2011 ANNUAL REPORT...

  • Page 4
    ... last 20 years as a public company. Some highlights from fiscal 2011, our 20th year as a public company are as follows stock repurchase program During fiscal 2011, we added 38 new stores consisting of 13 Bed Bath & Beyond stores throughout the United States and Canada, 5 Christmas Tree Shops...

  • Page 5
    ... our goals for another successful year. We believe our Company's future has never been brighter. WARREN EISENBERG Co-Chairman and Co-Founder LEONARD FEINSTEIN Co-Chairman and Co-Founder STEVEN H. TEMARES Chief Executive Officer and Director May 24, 2012 BED BATH & BEYOND 2011 ANNUAL REPORT 3

  • Page 6
    ... in your name with Bed Bath & Beyond's transfer agent, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you. If you hold restricted stock under the Company's 2004 Incentive Compensation Plan, you are also considered...

  • Page 7
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Bed Bath & Beyond Inc. and subsidiaries (the "Company") is a chain of retail stores, operating under the names Bed Bath & Beyond ("BBB"), Christmas Tree Shops ("CTS"), Harmon and Harmon Face Values ("...

  • Page 8
    ... 16.5฀ 10.4 Percentage Change from Prior Year February 25,฀฀ 2012 ฀ 8.5% 8.4฀฀฀ 8.5 ฀ 1.2฀฀ 21.7฀฀ 21.4฀฀ 25.0 Selling, general and administrative expenses Operating profit Earnings before provision for income taxes Net earnings BED BATH & BEYOND 2011 ANNUAL REPORT

  • Page 9
    ... mailing of advertising pieces. The decrease in expenses, as well as a relative decrease in advertising expenses resulting from a reduction in the distribution of advertising pieces store sales. Operating Profit as described above BED BATH & BEYOND 2011 ANNUAL REPORT

  • Page 10
    ...RESOURCES The Company has been able to finance its operations, including its expansion program, entirely through internally generated share repurchase program and planned capital expenditures, entirely through existing and internally generated funds. Capital BED BATH & BEYOND 2011 ANNUAL REPORT

  • Page 11
    ... these investments carry triple-A credit ratings from one or more of the major credit rating agencies and the Company believes that this valuation adjustment is deemed to be temporary, it was recorded in accumulated other comprehensive (loss) income, net of a BED BATH & BEYOND 2011 ANNUAL REPORT

  • Page 12
    ...Total column in the table above as the timing and/or amount of any cash payment is uncertain. Deferred rent and other liabilities are primarily comprised of deferred rent, workers' compensation and general liability reserves and various other accruals. (2) (3) BED BATH & BEYOND 2011 ANNUAL REPORT

  • Page 13
    ...-lived assets. In the future, if events or market conditions affect the estimated fair value to the extent that a long-lived asset is impaired, the Company will adjust the carrying value of these long-lived assets in the period in which the impairment occurs. BED BATH & BEYOND 2011 ANNUAL REPORT

  • Page 14
    .... Self Insurance: The Company utilizes a combination of insurance and self insurance for a number of risks including workers' compensation, general liability, automobile liability and employee related health care benefits (a portion of which is paid by its employees). Liabilities associated with...

  • Page 15
    ..., without limitation: general economic conditions including the housing market, a challenging overall macroeconomic environment and related changes in accounting standards. The Company does not undertake any obligation to update its forward-looking statements. BED BATH & BEYOND 2011 ANNUAL REPORT

  • Page 16
    ... investment securities Property and equipment, net Other assets Total assets LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable Accrued expenses and other current liabilities Merchandise credit and gift card liabilities Current income taxes payable Total current liabilities...

  • Page 17
    CONSOLIDATED STATEMENTS OF EARNINGS Bed Bath & Beyond Inc. and Subsidiaries (in thousands, except per share data) Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating profit Interest income, net Earnings before provision for income taxes Provision for income...

  • Page 18
    ... Income Shares sold under employee stock option plans, net of taxes Issuance of restricted shares, net Stock-based compensation expense, net Director fees paid in stock Repurchase of common stock, including fees Balance at February 27, 2010 Comprehensive Income (Loss): Net earnings Change in...

  • Page 19
    ... stock-based compensation Deferred income taxes Other (Increase) decrease in assets: Merchandise inventories Trading investment securities Other current assets Other assets Increase (decrease) in liabilities: Accounts payable Accrued expenses and other current liabilities Merchandise credit and gift...

  • Page 20
    ...of auction rate securities, goodwill and other indefinite lived intangible assets, accruals for self insurance, litigation, store opening, expansion, relocation and closing costs, the provision for sales returns, vendor allowances, stock-based compensation and income and certain other taxes. Actual...

  • Page 21
    ..., net of returns to vendors, discounts and volume and incentive rebates; inbound freight expenses; duty, insurance and commissions. At any one time, inventories include items that have been written down to the Company's best estimate of their realizable value. Judgment is required in estimating...

  • Page 22
    ... Self Insurance The Company utilizes a combination of insurance and self insurance for a number of risks including workers' compensation, general liability, automobile liability and employee related health care benefits (a portion of which is paid by its employees). Liabilities associated with the...

  • Page 23
    ... 2011, 2010 and 2009, respectively. T. Stock-Based Compensation The Company measures all employee stock-based compensation awards using a fair value method and records such expense in its consolidated financial statements. The Company adopted the accounting guidance related to stock compensation...

  • Page 24
    ... date on the line of credit that would have otherwise expired on February 29, 2012 was extended to February 28, 2013. These uncommitted lines of credit are currently and are expected to be used for letters of credit in the ordinary course of business. During fiscal 2011 and 2010, the Company...

  • Page 25
    ... Markets Unobservable for Identical Assets Inputs (Level 1) (Level 3) $ - - 22.1 $ 22.1 $ 6.5 73.7 - $ 80.2 $ (in millions Auction rate securities Auction rate securities Nonqualified deferred compensation plan assets Total Total 6.5 73.7 22.1 $ 102.3 BED BATH & BEYOND 2011 ANNUAL REPORT 23

  • Page 26
    ...-maturity securities included approximately $749.9 million and approximately $599.8 million, respectively, of U.S. Treasury Bills with remaining maturities of less than one year. These securities are stated at their amortized cost which approximates fair value. BED BATH & BEYOND 2011 ANNUAL REPORT...

  • Page 27
    ... The Company has not established a valuation allowance for the net deferred tax asset as it is considered more likely than not that it is realizable through a combination of future taxable income and the deductibility of future net deferred tax liabilities. BED BATH & BEYOND 2011 ANNUAL REPORT 25

  • Page 28
    ... retail space from entities controlled by management of CTS. In fiscal 2009, the Company leased retail space from entities controlled by management of buybuy BABY. The Company paid such entities occupancy costs of approximately $6.9 million in fiscal 2009. BED BATH & BEYOND 2011 ANNUAL REPORT 26

  • Page 29
    ...renewal options. The Company is obligated under a majority of the leases to pay for taxes, insurance and common area maintenance charges. As of February 25, 2012, future minimum lease payments under non-cancelable operating leases are as follows: Fiscal Year 2012 2013 2014 2015 2016 Thereafter Total...

  • Page 30
    .... Incentive Compensation Plans The Company currently grants awards under the Bed Bath & Beyond 2004 Incentive Compensation Plan (the "2004 Plan"). The 2004 Plan is a ï¬,exible compensation plan that enables the Company to offer incentive compensation through stock options, restricted stock awards...

  • Page 31
    ...'s employ on specified vesting dates. The Company recognizes compensation expense related to these awards based on the assumption that the performance-based test will be achieved. Vesting of restricted stock awarded to the Company's other employees is based solely on time vesting. BED BATH & BEYOND...

  • Page 32
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Changes in the Company's restricted stock for the fiscal year ended February 25, 2012 were as follows: Number of Restricted Shares 4,575 901 (860) (195) 4,421 Weighted Average Grant-Date Fair Value $ 35.58 56.03 35.90 38.83 $ 39.54 (Shares in...

  • Page 33
    ... of February 25, 2012, based on criteria established in Internal Control report dated April 24, 2012 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Short Hills, New Jersey April 24, 2012 BED BATH & BEYOND 2011 ANNUAL REPORT 31

  • Page 34
    ... reporting as of We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Bed Bath & Beyond Inc. and subsidiaries as of February 25, 2012 and February 26, 2011, and the related consolidated statements...

  • Page 35
    ...-binding vote, of the 2011 compensation paid to the Company's named executive officers (commonly known as a "say-on-pay" proposal) (Proposal 3). To approve the 2012 Incentive Compensation Plan (Proposal 4). To transact such other business as may properly be brought before the Annual Meeting or any...

  • Page 36
    ... Bath & Beyond Inc. 650 Liberty Avenue Union, New Jersey 07083 PROXY STATEMENT These proxy materials are delivered in connection with the solicitation by the Board of Directors of Bed Bath & Beyond Inc. (the "Company", "we", or "us"), a New York corporation, of proxies to be voted at our 2012 Annual...

  • Page 37
    ... you call 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...

  • Page 38
    ... Statement or the Annual Meeting or would like additional copies of this document or our 2011 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. BED BATH & BEYOND PROXY STATEMENT...

  • Page 39
    ... for over 35 years. Throughout his career as a practicing attorney, he represented numerous public companies or their boards of directors, including many retail companies. Mr. Eppler brings to the Board his experience with a wide variety of retailers. BED BATH & BEYOND PROXY STATEMENT 37

  • Page 40
    ... expiration of any applicable blackout period following the last day of the fiscal year of grant provided that the director remains in office until the last day of the fiscal year. The following table provides director compensation information for fiscal 2011. BED BATH & BEYOND PROXY STATEMENT...

  • Page 41
    ... of common stock represent the aggregate number of stock awards outstanding for each director as of February 25, 2012. (2) Fifty percent of these director fees were paid in shares of common stock of the Company pursuant to the Bed Bath & Beyond Plan to Pay Directors Fees in Stock and the number of...

  • Page 42
    ... things, recommending to the Board the engagement or discharge of independent auditors, discussing with the auditors their review of the Company's quarterly results and the results of their annual audit and reviewing the Company's internal accounting controls. BED BATH & BEYOND PROXY STATEMENT 40

  • Page 43
    ... Nominating and Corporate Governance Committee, as well as the Company's policies on director attendance at the Annual Meeting and how shareholders can communicate with the Board of Directors, are available on the Company's website at www.bedbathandbeyond.com. BED BATH & BEYOND PROXY STATEMENT 41

  • Page 44
    ...annual audit of the Company's financial statements and the quarterly reviews of the financial statements included in its Form 10-Q filings. In fiscal 2010, "audit-related fees" included fees associated with the implementation of XBRL reporting requirements. In fiscal 2011 and fiscal 2010, "tax...

  • Page 45
    ... required to be discussed by Statement on Auditing Standards No. 61, as amended, and as adopted by the Public Company Oversight Board in Rule 3200T, received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting...

  • Page 46
    ... on the 2012 Fortune 500 annual ranking of America's largest corporations. Since the initial public offering of its common stock in 1992 through the end of fiscal 2011, the Company's stock price has increased at an average annual rate of 22.4%. For fiscal 2010, the Company reported net earnings...

  • Page 47
    ... the total compensation package (earned or potentially available, including benefits) in establishing each element of compensation. The policies, plans and programs are designed to meet the following objectives executives are required The Company believes that its compensation policies, plans...

  • Page 48
    ...scal 2011. Elements of Compensation The Company seeks to provide total compensation packages to its associates, including its named executive officers, which implement its compensation philosophy. The components of the Company's compensation programs are base salary, equity BED BATH & BEYOND PROXY...

  • Page 49
    ...determined by the Compensation Committee) and associates awarded incentive compensation receive grants consisting solely of restricted stock. Vesting of restricted stock awarded to these associates is based solely on time-vesting with no performance-based test. BED BATH & BEYOND PROXY STATEMENT 47

  • Page 50
    ... on the date of grant determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation Stock Compensation" (the "Stock Option Fair Value"). All awards of restricted stock and stock options are made under the Company's 2004 Incentive Compensation Plan, approved by the...

  • Page 51
    ... and the return to its shareholders over time. The Company believes that its compensation programs will allow it to retain the executives who are part of the Company's executive team and attract highly qualified executives when new executives are required. BED BATH & BEYOND PROXY STATEMENT 49

  • Page 52
    ... in fiscal 2011, fiscal 2010 and fiscal 2009, and increases in salary, if any, were effective in May of the fiscal year. The value of stock awards and option awards represents their respective total fair value on the date of grant calculated in accordance with Accounting Standards Codification...

  • Page 53
    ... the performance-based test is met, time vesting, subject in general to the executive remaining in the Company's employ on specific vesting dates. The performance-based tests for fiscal years 2011, 2010 and 2009 were met. The fair value of the performance-based stock awards are reported above at...

  • Page 54
    ...of compensation payable to the named executive officers in each termination situation is listed in the table below. The table is presented using an assumed termination date and an assumed change in control date of February 25, 2012, the last day of fiscal 2011 and a price per share of common stock...

  • Page 55
    ..., termination of employment without "cause" or constructive termination, and for restricted stock awards granted since fiscal 2009, vesting upon termination without "cause" or constructive termination will be subject to attainment of performance goals. BED BATH & BEYOND PROXY STATEMENT 53

  • Page 56
    ... Company after June 12, 2012, a portion of the supplemental retirement benefit, net of withholdings, will be deposited into an escrow account governed by a separate agreement. No portion of the supplemental retirement benefit will be deposited into the escrow account, however, BED BATH & BEYOND...

  • Page 57
    ... voluntarily terminates his employment with the Company after June 12, 2012, 1/10 of the lump 9/10 of the lump sum supplemental retirement benefit distribution (net of applicable withholding taxes) will be deposited into an escrow account to be distributed in nine equal annual installments on each...

  • Page 58
    ...nor their respective estates) will receive either "Senior Status Salary Continuation" or "Benefit Continuation" payments. Represents 50% of current salary payable for 10 years during the Senior Status Period. Represents the value of unvested outstanding stock options and restricted stock that would...

  • Page 59
    ... would have been subject to excise taxes as a result of payments subject to Section 280G of the Code that would have been made in connection with a change in control occurring on February 25, 2012. Cash severance represents three times current salary payable over a period of three years. In...

  • Page 60
    .... The exercise price of option awards is the average of the high and low trading prices of the Company's common stock on the date of grant. Pursuant to the SEC rules, stock option awards are valued in accordance with ASC 718. See footnote 2 to the Summary Compensation Table in this Proxy Statement...

  • Page 61
    ... awards are scheduled to vest as follows: (a) 40,000 on May 10, 2012, (b) 74,858 on each of May 12, 2012 and 2013, (c) 59,222 on each of May 11, 2012, 2013 and 2014, (d) 52,786 on each of May 10, 2012, 2013, 2014 and 2015, and (e) 50,880 on each of May 10, 2012, 2013, 2014, 2015 and 2016. BED BATH...

  • Page 62
    ...May 10, 2012, 2013 and 2014 and 6,638 on May 10, 2015, and (e) based on the Company's achievement of a performancebased test for the fiscal year of the grant, 5,339 on each of May 10, 2012 and 2014 and 5,340 on each of May 10, 2013, 2015 and 2016. Mr. Temares' unvested stock awards are scheduled to...

  • Page 63
    ... bonus or incentive compensation, welfare benefits, fringe benefits, noncash remuneration, amounts realized from the sale of stock acquired under a stock option or grant, and moving expenses. When a participant elects to make a deferral under the plan, the Company credits the account of the...

  • Page 64
    ...OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR FISCAL 2011 AS DISCLOSED IN THIS PROXY STATEMENT. APPROVAL OF THE 2012 INCENTIVE COMPENSATION PLAN (PROPOSAL 4) Shareholders are being asked to approve an amendment and restatement of the Bed Bath & Beyond Inc. 2004 Incentive Compensation Plan, initially...

  • Page 65
    ... the 2012 Plan so that certain incentive awards granted under the 2012 Plan to executive officers of the Company may qualify as exempt performance-based compensation under Section 162(m) of the Code. Otherwise, Section 162(m) of the Code generally disallows BED BATH & BEYOND PROXY STATEMENT 63

  • Page 66
    ..." pursuant to rules that may be enacted by the Securities and Exchange Commission under The Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the 2012 Plan, the Board of Directors has the authority to grant awards to non-employee directors. BED BATH & BEYOND PROXY STATEMENT 64

  • Page 67
    ..., sale or transfer of the Company's assets or business, or any special cash dividend (or any other event affecting the Company's capital structure or business). On May 4, 2012, the closing price of a share of common stock on the Nasdaq Stock Market was $68.05. BED BATH & BEYOND PROXY STATEMENT 65

  • Page 68
    ... the Company an amount equal to the aggregate purchase relinquishment of options or by payment in full or in part in the form of common stock). Stock Appreciation Rights. The 2012 Plan authorizes the Committee to grant SARs either in tandem with an option or independent of an option. The exercise...

  • Page 69
    ...in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or stock. The Committee may also permit eligible employees and non-employee directors to defer all or a portion of their cash compensation in the form of such other awards under the 2012 Plan...

  • Page 70
    ... of the Code or to satisfy applicable Nasdaq rules. Nontransferability Except as the Committee may permit, at the time of grant or thereafter, awards granted under the 2012 Plan are not transferable by a participant other than by will or the laws of descent and distribution. Shares of common stock...

  • Page 71
    ... in its proxy statement under the Exchange Act. Compensation paid to covered employees as a result of the exercise of non-qualified stock options granted in accordance with the terms of the 2012 Plan are intended to be "performance-based compensation" enabling the Company to receive a deduction...

  • Page 72
    ..., the address of each beneficial owner listed below is c/o Bed Bath & Beyond Inc., 650 Liberty Avenue, Union, New Jersey 07083. Number of Shares of Common Stock Beneficially Owned and Percent of Class as Position of May 4, 2012 23,327,649 (1) 23,038,412 (2) 11,995,257 (3) Co-Chairman and Director...

  • Page 73
    ...persons or entities for transactions in our common stock and their common stock holdings for fiscal 2011, we believe that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by our directors and executive officers. BED BATH & BEYOND PROXY STATEMENT 71

  • Page 74
    ... principal executive offices at 650 Liberty Avenue, Union, New Jersey 07083 between the close of business on February 22, 2013 and the close of business on March 23, 2013, and is otherwise in compliance with the requirements set forth in the Company's Amended By-laws. If the date of the 2013 Annual...

  • Page 75
    ...the stockholders of the Company at the 2009 annual stockholders' meeting. The Plan is amended, restated and renamed as the Bed Bath & Beyond Inc. 2012 Incentive Compensation Plan, effective upon the date the stockholders of the Company approve the Plan in accordance with the requirements of the laws...

  • Page 76
    ... grant of Incentive Stock Options, Eligible Employees shall mean each employee of the Company, its Subsidiaries or its Parents, if any, other than a prospective employee, who are eligible pursuant to Article V to be granted Incentive Stock Options under the Plan. BED BATH & BEYOND PROXY STATEMENT...

  • Page 77
    ... is payable in or otherwise based on, Common Stock. 2.24 "Parent" means any parent corporation of the Company within the meaning of Section 424(e) of the Code. 2.25 "Participant" means an Eligible Employee, Non-Employee Director or Consultant to whom an Award has been granted pursuant to the Plan...

  • Page 78
    ... exercise price of such Option (or such portion thereof). 2.42 "Ten Percent Shareholder" means a person owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parents, if any. BED BATH & BEYOND PROXY STATEMENT...

  • Page 79
    ... and Non-Employee Directors to whom Awards may from time to time be granted hereunder, provided that no award may be made to any Non-Employee Director unless all similarly situated NonEmployee Directors have the right to receive the same award on the same terms; BED BATH & BEYOND PROXY STATEMENT 77

  • Page 80
    ... and procedures applicable to Awards granted to persons who are residing in or employed in, or subject to, the taxes or laws of, any domestic or foreign jurisdictions to comply with, or to accommodate differences in, applicable laws, regulations, or accounting, listing or other rules with respect...

  • Page 81
    ...shares of Common Stock underlying such unexercised Award or Prior Plan option shall again be available for the purpose of Awards under the Plan. If any Restricted Stock Awards, Performance Awards, or Other Stock-Based Awards denominated in shares of Common Stock BED BATH & BEYOND PROXY STATEMENT 79

  • Page 82
    ... Right is granted in tandem with an Option it shall apply against the Eligible Employee's individual share limitation applicable to Stock Appreciation Rights and Options. (ii) The maximum payment that may be made to an Eligible Employee under Performance Awards granted under the Plan and denominated...

  • Page 83
    ... any Common Stock or securities convertible into Common Stock, any sale or transfer of all or part of the Company's assets or business, any special cash dividend or any other corporate transaction or event having an effect similar to any of the foregoing and effected without receipt of consideration...

  • Page 84
    ..., or be exempt from, Section 409A of the Code. 5.2 Incentive Stock Options. Only employees of the Company or its Subsidiaries, other than prospective employees, shall be eligible for grants of Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual...

  • Page 85
    ...that, subject to the limitations set forth in Section 4.1(a)(i), Options with respect to up to 5% of the total number of shares of Common Stock reserved for Awards under the Plan may be granted that are not subject to the foregoing limitations. (d) Method of Exercise. Subject to whatever installment...

  • Page 86
    ... Parent exceeds $100,000, such Options shall be treated as non-qualified stock options. In addition, if an Eligible Employee does not remain employed by the Company or any Subsidiary at all times from the time an Incentive Stock Option is granted until three (3) months prior to the date of exercise...

  • Page 87
    ... discretion at the time of grant) no greater than the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised over the Fair Market Value of one share of Common Stock on the date the right was awarded to the Participant. BED BATH & BEYOND PROXY STATEMENT 85

  • Page 88
    ... to and conditioned upon the full vesting of shares of Common Stock, the right to tender such shares. The payment of dividends on any Restricted Stock Award shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period. BED BATH & BEYOND PROXY STATEMENT 86

  • Page 89
    ... in existence prior to the date of grant to which the Participant is a party, the Committee, in its sole discretion, may accelerate the vesting of all or any part of any Performance Award or waive the deferral limitations for all or any part of such Award. BED BATH & BEYOND PROXY STATEMENT 87

  • Page 90
    ..., permit Eligible Employees and/or Non-Employee Directors to defer all or a portion of their cash compensation in the form of Other Stock-Based Awards granted under the Plan, subject to the terms and conditions of any deferred compensation arrangement established by the Company, which shall...

  • Page 91
    ...the applicable laws of the State of New York to increase the aggregate number of shares of Common Stock that may be issued under the Plan, decrease the minimum exercise price of any Award, amend the terms of outstanding Awards to reduce the exercise price of outstanding Options or Stock Appreciation...

  • Page 92
    ... or a Consultant or Non-Employee Director is retained to terminate his or her employment, consultancy or directorship at any time. 13.4 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance...

  • Page 93
    ...the transaction of business thereunder. 13.13 Section 409A of the Code. (a) Although the Company does not guarantee the particular tax treatment of an Award granted under the Plan, Awards made under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A...

  • Page 94
    ...the Code unless it is granted subject to the approval of, and is approved by, the stockholders at the first stockholder meeting following such grant. ARTICLE XVI: NAME OF PLAN The Plan shall be known as "Bed Bath & Beyond Inc. 2012 Incentive Compensation Plan." BED BATH & BEYOND PROXY STATEMENT 92

  • Page 95
    ...'s management, (iii) the operations of any business acquired by the Company (or a subsidiary, division or other operational unit of the Company), or (iv) a change in accounting standards required by generally accepted accounting principles. To the extent permitted under Section 162(m) of the Code...

  • Page 96
    ... of the Company's Policy of Ethical Standards for Business Conduct is also provided at this location. Stock Listing Shares of Bed Bath & Beyond Inc. are traded on the NASDAQ Stock Market under the symbol BBBY. Annual Meeting The Annual Meeting of Shareholders will be held at 9 a.m. June 22, 2012, at...