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BED BATH & BEYOND PROXY STATEMENT
71
* Less than 1% of the outstanding common stock of the Company.
(1)
Information regarding Davis Selected Advisers, L.P. was obtained from a Schedule 13G filed with the SEC on February 14, 2012 by
Davis Selected Advisers, L.P. The Schedule 13G states that Davis Selected Advisers, L.P. is deemed to have beneficial ownership of
23,327,649 shares of common stock, acquired in the ordinary course of business. The Schedule 13G also states that Davis Selected
Advisers, L.P. has the sole power to dispose or to direct the disposition of 23,327,649 shares of common stock. The address of Davis
Selected Advisers, L.P. is 2949 East Elvira Road, Suite 101, Tucson, AZ 85756.
(2)
Information regarding FMR LLC was obtained from a Schedule 13G filed with the SEC on February 14, 2012 by FMR LLC. The Schedule
13G states that FMR LLC is deemed to have beneficial ownership of 23,038,412 shares of common stock, acquired in the ordinary
course of business. The Schedule 13G also states that FMR LLC has the sole power to dispose or to direct the disposition of 23,038,412
shares of common stock. The address of FMR LLC is 82 Devonshire Street, Boston, MA 02109.
(3)
Information regarding BlackRock, Inc. was obtained from a Schedule 13G filed with the SEC on March 12, 2012 by BlackRock, Inc.
The Schedule 13G states that BlackRock, Inc. is deemed to have beneficial ownership of 11,995,257 shares of common stock, acquired
in the ordinary course of business. The Schedule 13G also states that BlackRock, Inc. has the sole power to dispose or to direct the
disposition of 11,995,257 shares of common stock. The address of BlackRock, Inc. is 40 East 52nd St., New York, NY 10022.
(4)
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
restricted stock. Mr. Eisenberg has sole voting power with respect to the shares held by him individually and in trust for his benefit
but disclaims beneficial ownership of any of the shares not owned by him individually and 334,559 shares in trust for the benefit of
his family members.
(5)
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
stock. Mr. Feinstein has sole voting power with respect to the shares held by him individually and in trust for his benefit but disclaims
beneficial ownership of any of the shares not owned by him individually and 145,483 shares in trust for the benefit of his family
members.
(6)
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
issuable pursuant to stock options that are exercisable held by a family limited partnership, of which Mr. Temares and his spouse are
the sole general partners, and of which Mr. Temares and his spouse serve as limited partners together with trusts for the benefit of
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
and (e) 287,652 shares of restricted stock. Mr. Temares has sole voting power with respect to the shares held by him individually but
disclaims beneficial ownership of the shares owned by the family limited partnership established by Mr. Temares’ mother, except to
the extent of his pecuniary interest therein.
(7)
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
(8)
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The members of our Board of Directors, our executive officers and persons who hold more than 10% of our outstanding
common stock are subject to the reporting requirements of Section 16(a) of the Exchange Act, which requires them to file
reports with respect to their ownership of our common stock and their transactions in such common stock. Based solely
upon a review of the copies of Section 16(a) reports that we have received from such 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.