Bed, Bath and Beyond 2012 Annual Report Download - page 71

Download and view the complete annual report

Please find page 71 of the 2012 Bed, Bath and Beyond annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 76

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76

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 3, 2013 by (i) each person or group of affiliated persons known by us to beneficially own more than five percent of our
common stock; (ii) our named executive officers; (iii) each of our directors and nominees for director; and (iv) all of our
directors and executive officers as a group.
The following table gives effect to the shares of common stock issuable within 60 days of May 3, 2013 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 218,586,230 shares of our common stock outstanding at
May 3, 2013. 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.
Name Position
Number of Shares of Common Stock
Beneficially Owned and Percent of
Class as of May 3, 2013
FMR LLC 23,381,936 (1) 10.7%
Davis Selected Advisers, L.P. 22,803,561 (2) 10.4%
Warren Eisenberg Co-Chairman and Director 3,454,649 (3) 1.6%
Leonard Feinstein Co-Chairman and Director 2,279,405 (4) 1.0%
Steven H. Temares Chief Executive Officer and Director 2,173,480 (5) *
Arthur Stark President and Chief Merchandising Officer 251,696 (6) *
Eugene A. Castagna Chief Financial Officer and Treasurer 357,871 (7) *
Dean S. Adler Director 18,962 *
Stanley F. Barshay Director 19,832 *
Klaus Eppler Director 12,377 *
Patrick R. Gaston Director 10,731 *
Jordan Heller Director 12,289 *
Victoria A. Morrison Director 10,072 *
All Directors and Executive Officers as a
Group (12 persons) 8,956,000 4.1%
* Less than 1% of the outstanding common stock of the Company.
(1) Information regarding FMR LLC was obtained from a Schedule 13G filed with the SEC on February 14, 2013 by FMR LLC. The
Schedule 13G states that FMR LLC is deemed to have beneficial ownership of 23,381,936 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
23,381,936 shares of common stock. The address of FMR LLC is 82 Devonshire Street, Boston, MA 02109.
(2) Information regarding Davis Selected Advisers, L.P. was obtained from a Schedule 13G filed with the SEC on February 7, 2013 by
Davis Selected Advisers, L.P. The Schedule 13G states that Davis Selected Advisers, L.P. is deemed to have beneficial ownership of
22,803,561 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 22,803,561 shares of common stock. The address of Davis
Selected Advisers, L.P. is 2949 East Elvira Road, Suite 101, Tucson, AZ 85756.
(3) The shares shown as being owned by Mr. Eisenberg include: (a) 633,164 shares owned by Mr. Eisenberg individually; (b) 419,484
shares issuable pursuant to stock options granted to Mr. Eisenberg that are or become exercisable within 60 days; (c) 500,000 shares
owned by a foundation of which Mr. Eisenberg and his family members are trustees and officers; (d) 1,129,485 shares owned by
trusts for the benefit of Mr. Eisenberg and his family members; (e) 669,068 shares owned by his spouse; and (f) 103,448 shares of
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 in trust for the benefit of his
family members.
(4) The shares shown as being owned by Mr. Feinstein include: (a) 1,065,233 shares owned by Mr. Feinstein individually; (b) 419,484
shares issuable pursuant to stock options granted to Mr. Feinstein that are or become exercisable within 60 days; (c) 350,000 shares
owned by a foundation of which Mr. Feinstein and his family members are trustees and officers; (d) 341,240 shares owned by his
spouse; and (e) 103,448 shares of restricted 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
in trust for the benefit of his family members.
BED BATH & BEYOND PROXY STATEMENT
69