Bed, Bath and Beyond 2014 Annual Report Download - page 76

owned by a foundation of which Mr. Eisenberg and his family members are trustees and officers; (d) 1,500,000 shares owned by trusts for
the benefit of Mr. Eisenberg and his family members; (e) 69,068 shares owned by his spouse; and (f) 47,578 shares of restricted stock.
Mr. Eisenberg has sole voting power with respect to the shares held by him individually and in trust for which he is the trustee but
disclaims beneficial ownership of any of the shares not owned by him individually and in trust for which he is not the trustee.
(6) The shares shown as being owned by Mr. Feinstein include: (a) 890,228 shares owned by Mr. Feinstein individually; (b) 99,361 shares
issuable pursuant to stock options granted to Mr. Feinstein that are exercisable or become exercisable within 60 days; (c) 350,000 shares
owned by a foundation of which Mr. Feinstein and his family members are directors and officers; (d) 156,483 shares held by trusts for the
benefit of Mr. Feinstein’s family members; (e) 341,240 shares owned by his spouse; and (f) 47,578 shares of restricted stock. Mr. Feinstein
has sole voting power with respect to the shares held by him individually and in trust for which he is the trustee but disclaims beneficial
ownership of any of the shares not owned by him individually and in trust for which he is not the trustee.
(7) The shares shown as being owned by Mr. Temares include: (a) 357,620 shares owned by Mr. Temares individually; (b) 1,267,829 shares
issuable pursuant to stock options granted to Mr. Temares that are exercisable or become exercisable within 60 days; (c) 187,144 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) 14,286 shares owned by the above described family limited partnership; (e) 5,000 shares
owned by a family limited partnership established by Mr. Temares’ mother; and (f) 186,745 shares of restricted stock. Mr. Temares has sole
voting power with respect to the shares held by him individually and the above described family limited partnership but disclaims
beneficial ownership of the shares owned by the family limited partnership established by Mr. Temares’ mother.
(8) The shares shown as being owned by Mr. Stark include: (a) 64,965 shares owned by Mr. Stark individually; (b) 105,770 shares issuable
pursuant to stock options granted to Mr. Stark that are exercisable or become exercisable within 60 days; and (c) 90,814 shares of
restricted stock.
(9) The shares shown as being owned by Mr. Castagna include: (a) 59,040 shares owned by Mr. Castagna individually; (b) 105,770 shares
issuable pursuant to stock options granted to Mr. Castagna that are exercisable or become exercisable within 60 days; and
(c) 75,339 shares of restricted stock.
(10) The shares shown as being owned by Ms. Lattmann include: (a) 10,099 shares owned by Ms. Lattmann individually; (b) 2,862 shares
issuable pursuant to stock options granted to Ms. Lattmann that become exercisable within 60 days; and (c) 16,493 shares of restricted
stock.
(11) The shares shown as being owned by Mr. Fiorilli include: (a) 52,595 shares owned by Mr. Fiorilli individually; (b) 165,391 shares issuable
pursuant to stock options granted to Mr. Fiorilli that are exercisable or become exercisable within 60 days; and (c) 72,392 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.
Martin Eisenberg is the Company’s Regional Vice President for the Northeast Region, with responsibilities in areas that include
store operations, merchandising, store design and product sourcing. For fiscal 2014, his salary was $506,530 and he received
other benefits consistent with his position and tenure, including a restricted stock award valued at $150,000, and an
automotive allowance and employer 401(k) match aggregating approximately $12,000. He has been employed by the
Company since 1977 and is the son of Warren Eisenberg, the Company’s Co-Chairman.
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 $299,000) on sales of merchandise in fiscal 2014 by Blue Ridge
Home Fashions to the Company in the amount of approximately $29.9 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 $2.9 million in fiscal 2014. 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.
BED BATH & BEYOND PROXY STATEMENT
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