Bed, Bath and Beyond 2011 Annual Report Download - page 38

BED BATH & BEYOND PROXY STATEMENT
36
How many votes are needed to approve the proposals?
At the 2012 Annual Meeting of Shareholders, a “FOR” vote by a majority of votes cast is required for the election of directors, to
ratify the selection of KPMG LLP as the Company’s independent auditors for fiscal 2012, to approve, by non-binding vote, the say-
on-pay proposal and to approve the 2012 Incentive Compensation Plan.
A “FOR” vote by a “majority of votes cast” means that the number of shares voted “FOR” exceeds the number of votes
“AGAINST.” Abstentions and broker non-votes shall not constitute votes “FOR” or votes “AGAINST.”
What is an abstention?
An abstention is a properly signed proxy card which is marked “abstain.”
฀฀฀฀
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 approval of the 2012 Incentive Compensation Plan. 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 26, 2012, 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 2011 Annual Report on Form 10-K, please contact: Bed Bath & Beyond Inc., 650 Liberty Avenue, Union, NJ 07083,
Attention: Investor Relations Dept., Telephone: [phone].