Bed, Bath and Beyond 2012 Annual Report Download - page 58

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Policy on the Recovery of Incentive Compensation
In fiscal 2009, the Board adopted a policy as part of the Company’s corporate governance guidelines on the recovery of
incentive compensation, commonly referred to as a ‘‘clawback policy,’’ applicable to the Company’s named executive officers
(as defined under Item 402(a)(3) of Regulation S-K). The policy appears in the Company’s Corporate Governance Guidelines,
available in the Investor Relations section of the Company’s website at www.bedbathandbeyond.com. The Compensation
Committee is monitoring the issuance of regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act
relating to incentive compensation recoupment and will amend its policy to the extent necessary to comply with such Act.
Conclusion
After careful review and analysis, the Company believes that each element of compensation and the total compensation
provided to each of its named executive officers is reasonable and appropriate. The value of the compensation payable to the
named executive officers is significantly tied to the Company’s performance and the return to its shareholders over time. The
Company believes that its compensation programs will allow it to retain the executives who are part of the Company’s
executive team and attract highly qualified executives when new executives are required.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company’s Board of Directors has submitted the following report for inclusion in this
Proxy Statement:
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis
contained in this Proxy Statement. Based on the Compensation Committee’s review of and the discussions with management
with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in
the Company’s Annual Report on Form 10-K for fiscal 2012 for filing with the SEC.
The foregoing report is provided by the following directors, who constitute the fiscal year 2012 Compensation Committee:
COMPENSATION COMMITTEE
Dean S. Adler
Klaus Eppler
Victoria A. Morrison
BED BATH & BEYOND PROXY STATEMENT
56