Bed, Bath and Beyond 2011 Annual Report Download - page 64

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BED BATH & BEYOND PROXY STATEMENT
62
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 for fiscal 2011. 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 44 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
shareholders. 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 2011, as disclosed pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is
hereby 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 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 adopted by the Board of Directors on May 13, 2004 and thereafter approved by our shareholders
at the 2004 Annual Meeting of Shareholders (the “2004 Plan”), which, if approved, will be renamed the Bed Bath & Beyond Inc.
2012 Incentive Compensation Plan (the “2012 Plan”). Our Board of Directors unanimously approved the 2012 Plan on May 18,
2012, subject to, and to be effective upon, the approval of the 2012 Plan by our shareholders at the 2012 Annual Meeting of
Shareholders (the date of such approval is referred to below as the “restatement date”). The 2012 Plan generally incorporates the
provisions of the 2004 Plan as currently in effect and includes the following key modifications, effective upon the
restatement date: