Bed, Bath and Beyond 2014 Annual Report Download - page 44

How many votes are needed to approve the proposals?
At the 2015 Annual Meeting of Shareholders, a ‘‘FOR’’ vote by a majority of votes cast is required for the election of directors,
to ratify the selection of KPMG LLP as the Company’s independent auditors for fiscal 2015 and to approve, by non-binding
vote, the say-on-pay proposal.
A ‘‘FOR’’ vote by a ‘‘majority of votes cast’’ means that the number of shares voted ‘‘FOR’’ exceeds the number of votes
‘‘AGAINST.’’ Abstentions and broker non-votes shall not constitute votes ‘‘FOR’’ or votes ‘‘AGAINST.’’
What is an abstention?
An abstention is a properly signed proxy card which is marked ‘‘abstain.’’
What is a broker ‘‘non-vote’’?
A broker ‘‘non-vote’’ occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power for that particular item and has not received instructions from
the beneficial owner. Under current applicable rules, Proposal 2 is a ‘‘discretionary’’ item upon which New York Stock
Exchange member brokerage firms that hold shares as nominee may vote on behalf of the beneficial owners if such beneficial
owners have not furnished voting instructions by the tenth day before the Annual Meeting.
However, New York Stock Exchange member brokerage firms that hold shares as nominee may not vote on behalf of the
beneficial owners on the following proposals unless you provide voting instructions: Proposal 1, the election of directors and
Proposal 3, the say-on-pay proposal. Therefore, if your shares are held by such nominee, please instruct your broker regarding
how to vote your shares on each of these proposals. This will ensure that your shares are counted with respect to each of
these proposals.
Will any other matters be acted on at the Annual Meeting?
If any other matters are properly presented at the Annual Meeting or any adjournment, the persons named in the proxy will
have discretion to vote on those matters. As of April 8, 2015, which is the date by which any proposal for consideration at
the Annual Meeting submitted by a shareholder must have been received by the Company to be presented at the Annual
Meeting, and as of the date of this Proxy Statement, we did not know of any other matters to be presented at the
Annual Meeting.
Who pays for this proxy solicitation?
The Company will pay the expenses of soliciting proxies. In addition to solicitation by mail, proxies may be solicited in person
or by telephone or other means by directors or associates of the Company. The Company has engaged D.F. King & Co., Inc., for
a fee to be determined, to assist in the solicitation of proxies. The Company will reimburse brokerage firms and other
nominees, custodians and fiduciaries for costs incurred by them in mailing proxy materials to the beneficial owners of shares
held of record by such persons.
Whom should I call with other questions?
If you have additional questions about this Proxy Statement or the Annual Meeting or would like additional copies of this
document or our 2014 Annual Report on Form 10-K, please contact: Bed Bath & Beyond Inc., 650 Liberty Avenue, Union,
NJ 07083, Attention: Investor Relations Dept., Telephone: [phone].
BED BATH & BEYOND PROXY STATEMENT
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