Bed, Bath and Beyond 2013 Annual Report Download - page 73

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ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 3)
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (which was added by the
Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC), the Company is providing its
shareholders the opportunity to cast an advisory vote on the compensation of its named executive officers for fiscal 2013. This
proposal, commonly known as a ‘‘say-on-pay’’ proposal, gives the Company’s shareholders the opportunity to express their
views on named executive officers’ compensation.
As described in detail in the Compensation Discussion and Analysis beginning on page 50 of this Proxy Statement, the
Company’s executive officer compensation program is designed to attract and retain the caliber of officers needed to ensure
the Company’s continued growth and profitability and to reward them for their performance, the Company’s performance
and for creating long-term value for shareholders. The primary objectives of the program are to:
• align rewards with performance that creates shareholder value;
• support the Company’s strong team orientation;
• encourage high potential team players to build a career at the Company; and
• provide rewards that are cost-efficient, competitive with other organizations and fair to employees and shareholders.
The Company seeks to accomplish these goals in a manner that is aligned with the long-term interests of the Company’s
shareholders. The Company believes that its executive officer compensation program achieves this goal with its emphasis on
long-term equity awards and performance-based compensation, which has enabled the Company to successfully motivate and
reward its named executive officers. The Company believes that its compensation program is appropriate and has played an
essential role in its continuing financial success by aligning the long-term interests of its named executive officers with the
long-term interests of its shareholders.
For these reasons, the Board of Directors recommends a vote in favor of the following resolution:
‘‘RESOLVED, that the compensation paid to the Company’s named executive officers for fiscal 2013, as disclosed pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion,
is hereby APPROVED.’’
As an advisory vote, this proposal is not binding upon the Company. The affirmative vote of the holders of a majority of the
votes cast by our shareholders in person or represented by proxy and entitled to vote is required to approve this Proposal 3.
The Compensation Committee, which is responsible for designing and administering the Company’s executive officer
compensation program and making changes in such program, expects to continue to engage with shareholders and seek
feedback with respect to future executive compensation matters.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL, ON
AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
FOR FISCAL 2013 AS DISCLOSED IN THIS PROXY STATEMENT.
BED BATH & BEYOND PROXY STATEMENT
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