Bed, Bath and Beyond 2012 Annual Report Download - page 53

The Compensation Committee also believes that the following, which includes information that became available after the
Committee’s determinations in the spring of 2012, is relevant to shareholders in assessing the Company’s performance as it
relates to total executive compensation:
• For fiscal 2012, the Company reported net earnings per diluted share of $4.56 ($1.038 billion), a 12% increase over fiscal
2011, on net sales of $10.915 billion.
• As of March 2, 2013, at the end of the fiscal year during which approximately $643 million was utilized in strategic
acquisitions, approximately $1.0 billion was returned to shareholders through share repurchases and $315 million was
invested in capital expenditures, the Company’s balance sheet included approximately $1.1 billion of cash and cash
equivalents and investment securities.
• Since the initial public offering of its common stock in 1992 through the end of fiscal 2012, the Company’s stock price has
increased at an average annual rate of 20.9%.
In making its determinations regarding executive compensation for fiscal 2012, the Compensation Committee solicited input
from the Co-Chairmen when considering decisions concerning the compensation of the Chief Executive Officer, and input from
the Co-Chairmen and the Chief Executive Officer when considering decisions concerning the compensation of the other named
executive officers and any other executive whose compensation the Compensation Committee determines. The Committee
generally accepted the recommendations of the Co-Chairmen, who are the Co-Founders of the Company, who have been
continuously involved in the affairs of the Company since its organization in 1971, and who continue to have substantial
interests as shareholders.
Based on the recommendations and data from James F. Reda & Associates, a division of Gallagher Benefit Services, Inc. (‘‘JFR’’),
the independent compensation consultant retained by the Compensation Committee, and other factors, and in light of the
Company’s strong financial results for fiscal 2011 (as described above), and the growth in the size and scope of the Company,
the Compensation Committee determined that the named executive officers of the Company should receive the total
compensation packages for fiscal 2012, as further described below.
Compensation Philosophy and Objectives
The Compensation Committee has developed and implemented compensation policies, plans and programs to provide
competitive compensation opportunities to the executives whose compensation is determined by the Compensation
Committee. The Compensation Committee considers the total compensation package (earned or potentially available,
including benefits) in establishing each element of compensation.
The policies, plans and programs are designed to meet the following objectives:
• Retain the executives who are part of the Company’s executive team and attract highly qualified executives when new
executives are required
• Be competitive with other major U.S. peer retail companies
• Reward corporate and individual performance
• Align the interests of executives and shareholders
• Promote the balance of annual and long-term results
The Company believes that its compensation policies, plans and programs have no material adverse effect on the Company’s
enterprise risk.
Role of the Compensation Committee
The Compensation Committee provides overall guidance for the Company’s executive compensation policies and determines
the amounts and elements of compensation for its named executive officers as well as for certain other key executives. No
executive is present during voting or deliberations with respect to matters relating to such executive’s compensation. The
Compensation Committee charter, which describes the Compensation Committee’s function, responsibilities and duties, is
available on our website at www.bedbathandbeyond.com under the Investor Relations section.
BED BATH & BEYOND PROXY STATEMENT
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