Bed, Bath and Beyond 2013 Annual Report Download - page 55

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• 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.
In making its determinations regarding executive compensation for fiscal 2013, 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 Compensation
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 Arthur J. Gallagher & Co., formerly James F. Reda & Associates, a division of
Gallagher Benefit Services, Inc. (‘‘Gallagher’’), the independent compensation consultant retained by the Compensation
Committee, and other factors, and in light of the Company’s strong financial results for fiscal 2012 (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 2013, as further described below.
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.
The Compensation Committee consists of three members of our Board of Directors, all of whom are ‘‘independent’’ as defined
by the NASDAQ listing standards and the applicable tax and securities rules and regulations. The Compensation Committee
members since the spring of 2013 have been Ms. Morrison and Messrs. Adler and Barshay. The Compensation Committee
meets on a regular basis for various reasons as outlined in its charter.
Use of Outside Advisors
In making its determinations with respect to executive compensation, the Compensation Committee has periodically engaged
the services of compensation consultants. The Compensation Committee has the authority to retain, terminate and set the
terms of the Company’s relationship with any consultants and other outside advisors who assist the Compensation Committee
in carrying out its responsibilities. In connection with making its determinations regarding executive compensation for fiscal
2013 and for several prior years, the Compensation Committee retained Gallagher to conduct a compensation review for the
named executive officers and certain other executives. Gallagher has not served the Company in any capacity except as
consultants to the Compensation Committee. Both the Compensation and the Nominating and Corporate Governance
Committees also receive advice and assistance from the law firm of Chadbourne & Parke LLP, which has acted as counsel only
to the Company’s independent directors and its Board committees. The Compensation Committee has assessed the
independence of Gallagher and Chadbourne & Parke LLP pursuant to the SEC rules and concluded that no conflict of interest
exists that will prevent them from being independent consultants to the Compensation Committee.
BED BATH & BEYOND PROXY STATEMENT
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