Bed, Bath and Beyond 2014 Annual Report Download - page 54

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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, the Company is providing its
shareholders the opportunity to cast an advisory vote on the compensation of its named executive officers for fiscal 2014. 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 section of this Proxy Statement below, the primary
objectives of the Company’s executive officer compensation program are to:
• align rewards with performance that creates shareholder value;
• support the Company’s strong team orientation;
• attract additional talented executives as required, and encourage high-potential team players to build a career at the
Company; and
• provide financial rewards and incentives that are 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 for fiscal 2014, with its emphasis on both
short and long-term equity awards and performance-based compensation, is appropriate and generally aligned with
approaches adopted by many leading U.S. companies.
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 2014, as disclosed pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion,
is hereby APPROVED.’’
This proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing
and administering the Company’s executive officer compensation program, values the opinions expressed by shareholders in
the Compensation Committee’s ongoing engagement, discussed below, and considers the views provided by shareholders
when making future compensation decisions for named executive officers. 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.
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 2014 AS DISCLOSED IN THIS PROXY STATEMENT.
BED BATH & BEYOND PROXY STATEMENT
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