Bed, Bath and Beyond 2012 Annual Report Download - page 42

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Bed 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 2013 Annual Meeting of Shareholders
and at any adjournment or adjournments.
QUESTIONS ABOUT THE MEETING AND THESE PROXY MATERIALS
This Proxy Statement, the proxy card and our 2012 Annual Report are being mailed starting May 29, 2013. The information
regarding stock ownership and other matters in this Proxy Statement is as of the record date, May 3, 2013, unless
otherwise indicated.
What may I vote on?
You may vote on the following proposals:
• election of nine directors to hold office until the Annual Meeting in 2014 (Proposal 1);
• ratification of the appointment of KPMG LLP as independent auditors for the fiscal year ending March 1, 2014 (‘‘fiscal
2013’’) (Proposal 2); and
• consider the approval, by non-binding vote, of the 2012 compensation paid to the Company’s named executive officers
(commonly known as a ‘‘say-on-pay’’ proposal) (Proposal 3).
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NINE DIRECTORS, FOR THE RATIFICATION
OF THE APPOINTMENT OF AUDITORS AND FOR THE SAY-ON-PAY PROPOSAL.
Who may vote?
Shareholders of record of the Company’s common stock at the close of business on May 3, 2013 are entitled to receive this
notice and to vote their shares at the Annual Meeting. As of that date, there were 218,586,230 shares of common stock
outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.
How do I vote?
The Company encourages you to use the electronic means available to you to vote your shares. How you vote will depend on
how you hold your shares of Bed Bath & Beyond Inc. stock.
Shareholder of Record
If your shares are registered directly in your name with Bed Bath & Beyond Inc.’s transfer agent, American Stock Transfer &
Trust Company, 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 2012 Incentive Compensation Plan, you are also
considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to vote
by proxy.
BED BATH & BEYOND PROXY STATEMENT
40