Bed, Bath and Beyond 2011 Annual Report Download - page 72

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BED BATH & BEYOND PROXY STATEMENT
70
at the underpayment rate plus 1% will be imposed on the participant’s underpayments that would have occurred had the
deferred compensation been includible in gross income for the taxable year in which first deferred or, if later, the first taxable
year in which such deferred compensation is not subject to a substantial risk of forfeiture. The amount required to be included
in income is also subject to an additional 20% tax. While most awards under the 2012 Plan are anticipated to be exempt from
the requirements of Section 409A, awards that are not exempt are intended to comply with Section 409A.
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 WITH RESPECT TO THIS PROPOSAL IS REQUIRED
TO APPROVE THE 2012 INCENTIVE COMPENSATION PLAN.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL
OF THE 2012 INCENTIVE COMPENSATION PLAN.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table below sets forth certain information regarding the beneficial ownership of shares of our common stock as
of May 4, 2012 by (i) each person or group of affiliated persons known by us to beneficially own more than five percent of our
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
and executive officers as a group.
The following table gives effect to the shares of common stock issuable within 60 days of May 4, 2012 upon the exercise of all
options and other rights beneficially owned by the indicated stockholders on that date. Beneficial ownership is determined in
accordance with Rule 13d-3 promulgated under Section 13 of the Exchange Act, and includes voting and investment power
with respect to shares. Percentage of beneficial ownership is based on 232,482,370 shares of our common stock outstanding
at May 4, 2012. Except as otherwise noted below, each person or entity named in the following table has sole voting and
investment power with respect to all shares of our common stock that he, she or it beneficially owns.
Unless otherwise indicated, 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
Name Position of May 4, 2012
Davis Selected Advisers, L.P. 23,327,649 (1) 10.0%
FMR LLC 23,038,412 (2) 9.9%
BlackRock, Inc. 11,995,257 (3) 5.2%
Warren Eisenberg Co-Chairman and Director 3,936,381 (4) 1.7%
Leonard Feinstein Co-Chairman and Director 2,616,489 (5) 1.1%
Steven H. Temares Chief Executive Officer and Director 2,438,828 (6) 1.0%
Arthur Stark President and Chief Merchandising Officer 201,306 (7) *
Eugene A. Castagna Chief Financial Officer and Treasurer 308,658 (8) *
Dean S. Adler Director 15,552 *
Stanley F. Barshay Director 16,287 *
Klaus Eppler Director 10,899 *
Patrick R. Gaston Director 8,264 *
Jordan Heller Director 10,811 *
Victoria A. Morrison Director 8,594 *
All Directors and Executive Officers
as a Group (12 persons) 9,898,296 4.3%