Bed, Bath and Beyond 2012 Annual Report Download - page 72

(5) The shares shown as being owned by Mr. Temares include: (a) 262,094 shares owned by Mr. Temares individually; (b) 1,093,618
shares issuable pursuant to stock options granted to Mr. Temares that are or become exercisable within 60 days; (c) 527,544 shares
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 Mr. Temares, his spouse and his children; (d) 5,000 shares owned by a family limited partnership established by Mr.
Temares’ mother; and (e) 285,224 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.
(6) The shares shown as being owned by Mr. Stark include: (a) 35,027 shares owned by Mr. Stark individually; (b) 90,951 shares issuable
pursuant to stock options that are or become exercisable within 60 days; and (c) 125,718 shares of restricted stock.
(7) The shares shown as being owned by Mr. Castagna include: (a) 35,661 shares owned by Mr. Castagna individually; (b) 224,156 shares
issuable pursuant to stock options that are or become exercisable within 60 days; and (c) 98,054 shares of restricted stock.
Certain Relationships and Related Transactions
The Company’s Audit Committee reviews and, if appropriate, approves transactions brought to the Committee’s attention in
which the Company is a participant and the amount involved exceeds $120,000, and in which, in general, beneficial owners of
more than 5% of the Company’s common stock, the Company’s directors, nominees for director, executive officers, and
members of their immediate families, have a direct or indirect material interest. The Committee’s responsibility with respect to
the review and approval of these transactions is set forth in the Audit Committee’s charter.
A brother-in-law of Arthur Stark, the Company’s President, earned in his capacity as a sales representative employed by Blue
Ridge Home Fashions commissions (aggregating approximately $285,000) on sales of merchandise in fiscal 2012 by Blue Ridge
Home Fashions to the Company in the amount of approximately $28.5 million, and a son-in-law of Mr. Stark is a managing
member and has a minority equity interest in Colordrift LLC which had aggregate sales of merchandise to the Company of
approximately $775,000 in fiscal 2012. Colordrift LLC had a pre-existing sales relationship with the Company at the time such
managing member became Mr. Stark’s son-in-law, which was during the Company’s fiscal 2012 year.
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 2012, 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, except Mr. Stark had one late
Form 4 filing.
BED BATH & BEYOND PROXY STATEMENT
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