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BED BATH & BEYOND INC.
Notice of 2016 Annual Meeting of Shareholders
Proxy Statement
2015 Annual Report

Table of contents

  • Page 1
    BED BATH & BEYOND INC. Notice of 2016 Annual Meeting of Shareholders Proxy Statement 2015 Annual Report

  • Page 2
    ... under the names of Bed Bath & Beyond, Christmas Tree Shops, Christmas Tree Shops andThat! or andThat!, Harmon or Harmon Face Values, buybuy BABY and World Market, Cost Plus World Market or Cost Plus. In the second quarter of fiscal 2015, the Company acquired Of a Kind, an e-commerce website that...

  • Page 3
    ... by non-binding vote, of the 2015 compensation paid to the Company's Named Executive Officers (Proposal 3). (4) To vote on shareholder proposals (Proposals 4, 5 and 6). (5) To transact such other business as may properly be brought before the Annual Meeting or any adjournment or adjournments. Record...

  • Page 4
    ... product that utilizes Less-Than-Truckload shipping, such as furniture. • Created new services and experiences for our customers such as online appointment scheduling for registry, and a new virtual coupon wallet called My Offers, which organizes and stores print and digital coupons so customers...

  • Page 5
    ...center in Layton, Utah, during fiscal 2015, enhancing our 24/7 customer support. • Developed more flexible fulfillment options for customer delivery and expanded our distribution facility network to support anticipated growth across all our channels. Opened a new distribution facility in Las Vegas...

  • Page 6
    [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 7
    2016 Proxy Statement

  • Page 8

  • Page 9
    ... Objectives Say on Pay Results and Shareholder Outreach Fiscal 2016 Executive Compensation Program Decisions Methodology for Determining Executive Compensation Fiscal 2015 Performance Goals and Performance Executive Officers Compensation Tables Summary Compensation Table Grants of Plan Based Awards...

  • Page 10
    ... OF CERTAIN FUTURE SEVERANCE AGREEMENTS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Section 16(a) Beneficial Ownership Reporting Compliance OTHER MATTERS Certain Relationships and Related Transactions Householding Next Year's Annual Meeting 2015 ANNUAL REPORT 44 46 48 50 51...

  • Page 11
    ...because the Board of Directors of Bed Bath & Beyond Inc. (the "Company", "we", or "us"), a New York corporation, is soliciting your proxy to vote your shares at the 2016 Annual Meeting of Shareholders. This summary highlights information contained elsewhere in this proxy statement. This summary does...

  • Page 12
    ..., predictive modeling to drive more personalized targeted marketing. • Introduced new services and experiences such as online appointment scheduling for registry and a new virtual coupon wallet called My Offers, which organizes and stores print and digital coupons so customers can access and...

  • Page 13
    ...of our concepts and provide a more experiential shopping environment. • Opened a new Customer Contact Center in Layton, Utah to enhance our 24/7 customer support. • Expanded our supply chain network, including a new distribution facility in Las Vegas, Nevada, to provide more flexible fulfillment...

  • Page 14
    ...the rigor of and amended our Performance Stock Unit (PSU) performance-based equity plan as follows: O Adjusted weighting of ... Shareholder Return (TSR) "Regulator" to achievement thresholds of each performance goal, capping PSU awards at 100% of the target if the Company's TSR over the performance ...

  • Page 15
    ... of Directors of Bed Bath & Beyond Inc., a New York corporation, of proxies to be voted at our 2016 Annual Meeting of Shareholders and at any adjournment or adjournments. This Proxy Statement, the proxy card and our 2015 Annual Report are being mailed starting May 31, 2016. The information regarding...

  • Page 16
    FAQs ABOUT THE 2016 ANNUAL MEETING AND VOTING Beneficial Owner Most shareholders of Bed Bath & Beyond Inc. hold their shares through a stockbroker, bank or other nominee, rather than directly in their own name. If you hold your shares in one of these ways, you are considered the beneficial owner of...

  • Page 17
    ...If you have additional questions about this Proxy Statement or the Annual Meeting or would like additional copies of this document or our 2015 Annual Report on Form 10-K, please contact: Bed Bath & Beyond Inc., 650 Liberty Avenue, Union, NJ 07083, Attention: Investor Relations Dept., Telephone: (908...

  • Page 18
    ..., minimum qualifications for potential directors. These factors, and others as considered useful by the Board and the Nominating and Corporate Governance Committee, are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. The Company's policies...

  • Page 19
    ..., Ms. Elliott spent 22 years at IBM Corporation, where she held executive and management positions in North America and Asia Pacific in sales, services, consulting, strategy development, and product management. She has been a director of the Company since February 2014. Additionally, Ms. Elliott is...

  • Page 20
    ... through February 2016, he was President of the Western Union Foundation, which supports education and disaster relief efforts throughout the world with the support of the Western Union Company. From January to December 2012, he was the Chief Executive Officer of Gastal Networks, LLC, a consulting...

  • Page 21
    ... previously served as an executive of Juniper Networks, which provides network services to a significant number of companies around the world, including the Company, which obtains such services on terms and pricing generally available to Juniper customers. Ms. Elliott retired from Juniper in 2014...

  • Page 22
    ...functioning as the Committee that is authorized to make grants and awards of equity compensation to executive officers and such other key executives as the Committee shall determine under the Company's equity compensation plans; and (iii) reviewing and reporting to the Board on such other matters as...

  • Page 23
    ...the high and low trading prices on January 11, 2016. (2) Represents the value of 1,296 restricted shares of common stock of the Company granted under the Company's 2012 Incentive Compensation Plan at fair market value on the date of the Company's 2015 Annual Meeting of Shareholders ($69.47 per share...

  • Page 24
    ... succession, labor costs and associate relations; data security risks with respect to Company, associate and customer data; compliance risks associated with the range of legal, accounting, tax, and financial reporting systems under which the Company operates; supply chain risks, including disruption...

  • Page 25
    ... definitions and rules, "Audit Fees" included fees associated with the annual audit of the Company's financial statements, the assessment of the Company's internal control over financial reporting as integrated with the annual audit of the Company's financial statements and the quarterly reviews of...

  • Page 26
    ... the Board of Directors include the audited financial statements in the Company's Annual Report on Form 10-K for the year ended February 27, 2016, filed with the SEC on April 26, 2016. This audit committee report is not deemed filed under the Securities Act of 1933 or the Securities Exchange Act of...

  • Page 27
    ... advisory vote on the compensation of its named executive officers for fiscal 2015. 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. The Board of Directors recommends a vote in...

  • Page 28
    ..., OF 2015 EXECUTIVE COMPENSATION Compensation Committee Report The Compensation Committee of the Company's Board of Directors has submitted the following report for inclusion in this Proxy Statement: The Compensation Committee has reviewed and discussed with management the Compensation Discussion...

  • Page 29
    ...driving change-across our organization-through significant investments in our people as well as Information Technology, Digital and Mobile capabilities, Analytics, Pricing, Merchandising, Marketing, Store Operations, Customer Service, Real Estate as well as our Supply Chain network. The Compensation...

  • Page 30
    ... predictive modeling to drive a more personalized targeted marketing strategy. • Introduced new services and experiences such as online appointment scheduling for registry and a new virtual coupon wallet called My Offers, which organizes and stores print and digital coupons so customers can access...

  • Page 31
    ... of CEO pay Following our shareholder engagement after the 2015 Annual Meeting and after consideration of the issues discussed with our shareholders, the Compensation Committee approved the following actions with respect to our CEO compensation in 2016: • No salary increase for our CEO, marking...

  • Page 32
    ... that annual cash bonuses promote short-term thinking and are in direct contrast to the Bed Bath & Beyond culture which is rooted in a commitment to customer service and a desire to achieve long-term success. The Committee believes that paying a fair base salary and putting all other compensation in...

  • Page 33
    ... an executive team that drives the long-term success of the Company, the Compensation Committee has made significant changes to the Company's executive officer compensation program over the last three years. FY 2016 • • • No increase in base salary of the Company's CEO (third consecutive...

  • Page 34
    ... other services to Bed Bath & Beyond, and independent counsel. Engage in shareholder outreach. Require significant stock ownership for CEO and each outside director with a value of at least $6,000,000 and $300,000, respectively. Subject incentive pay to compensation recovery "clawback" policy. Limit...

  • Page 35
    ... that annual cash bonuses promote short-term thinking and are in direct contrast to the Bed Bath & Beyond culture which is rooted in a commitment to customer service and a desire to achieve long-term success. The components of the Company's compensation programs for its executive officers and...

  • Page 36
    ...based on information otherwise publicly available. The PSUs are not transferable, cannot be pledged, assigned or otherwise disposed of and are subject to the terms of the Company's 2012 Incentive Compensation Plan. The overall approach to equity compensation in fiscal 2015 for all executive officers...

  • Page 37
    ... of grant determined in accordance with Accounting Standards Codification Topic No. 718, "Compensation-Stock Compensation" (the Stock Option Fair Value). Consistent with the Company's historic practice, the stock options vest over time, subject, in general, to the Named Executive Officers remaining...

  • Page 38
    ... of target total direct compensation for Mr. Temares and for chief executive officers in the Company's peer group for 2015: Company CEO Target Compensation Mix-2015 Average Peer CEO Target Compensation Mix-2015 Salary 20% Perf Awards 53% Options 27% Time Vested Stk Salary 14% 13% Options Bonus...

  • Page 39
    ... guidelines on the recovery of incentive compensation, commonly referred to as a "clawback policy," applicable to the Company's Named Executive Officers (as defined under Item 402(a)(3) of Regulation S-K). The policy appears in the Company's Corporate Governance Guidelines, available in the...

  • Page 40
    PROPOSAL 3-APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION Executive Officers Set forth below is information concerning our executive officers as of May 6, 2016. Name Age Position Warren Eisenberg Leonard Feinstein Steven H. Temares Arthur Stark Eugene A. Castagna Susan E. Lattmann ...

  • Page 41
    ... 2015, FISCAL 2014 AND FISCAL 2013 The following table sets forth information concerning the compensation of the Company's Named Executive Officers. Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) Name and Principal Position Fiscal Year Salary(1) ($) Stock Awards...

  • Page 42
    ... VOTE, OF 2015 EXECUTIVE COMPENSATION (4) Salary for Mr. Eisenberg includes a deferral of $569,756, $550,000 and $546,504 for fiscal 2015, 2014 and 2013, respectively, pursuant to the terms of the Company's nonqualified deferred compensation plan. Such amount for fiscal 2015 is also reported in the...

  • Page 43
    ... granted and performance stock units awarded during fiscal 2015 to each of the Named Executive Officers under the Company's 2012 Incentive Compensation Plan (the "2012 Plan"). The Company did not grant any non-equity incentive plan awards in fiscal 2015. All Other Option Awards: Number of Securities...

  • Page 44
    ... forth information for each of the Named Executive Officers with respect to the value of all unexercised options, unvested restricted stock awards and unvested performance stock units as of February 27, 2016, the end of fiscal 2015. Option Awards Stock Awards Equity Incentive Plan Awards: Number of...

  • Page 45
    ...BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION Option Awards Stock Awards Equity Incentive Plan Awards: Number of Unearned Market Shares, Value of Units or Shares or Other Units of Rights Stock That That Have Have Not Not Vested(1) ($) Vested (#) Equity Incentive Plan Awards: Market or Payout...

  • Page 46
    ... VOTE, OF 2015 EXECUTIVE COMPENSATION (9) Mr. Stark has an aggregate of 59,614 shares of unvested restricted stock and an aggregate of 12,432 shares underlying unvested PSUs. Mr. Stark's unvested restricted stock awards are scheduled to vest as follows: (a) 7,060 on May 11, 2016, (b) 5,531 on...

  • Page 47
    ... table includes certain information with respect to the exercise of options and vesting of stock awards by Named Executive Officers during fiscal 2015. Option Awards Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Stock Awards Number of Shares Acquired on Vesting (#) Value...

  • Page 48
    ..., excluding incentive compensation, welfare benefits, fringe benefits, noncash remuneration, amounts realized from the sale of stock acquired under a stock option or grant, and moving expenses. When a participant elects to make a deferral under the plan, the Company credits the account of the...

  • Page 49
    ... NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION Employment Agreements and Potential Payments Upon Termination or Change in Control Employment Agreements There were no amendments to any Named Executive Officer's employment agreement since the Company's 2015 Annual Meeting of Shareholders. Messrs...

  • Page 50
    ..." generally means the executive's election to terminate employment due to (i) a reduction in the executive's salary or a material reduction in the executive's benefits or perquisites (other than as part of any across-the-board action applicable to all executive officers of the Company), (ii...

  • Page 51
    ... benefit on his retirement or other separation from service from the Company. The retirement benefit will be payable in the form of a lump sum equal to the present value of an annual amount equal to 50% of Mr. Temares' annual base salary on the date of termination of employment if such annual...

  • Page 52
    PROPOSAL 3-APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION Cash Severance Split-Dollar Senior Nonqualified Life Status Restricted Deferred Insurance Salary Option Stock PSU Benefit Compensation Supplemental Substitute Continuation(3) Acceleration(4) Acceleration(4) Acceleration(5) ...

  • Page 53
    ... and method of calculating the applicable performance metrics for PSU awards, please see the discussion of Performance Stock Units in the Equity Compensation section of the Compensation Discussion & Analysis above. (6) Represents the estimated present value of continued health and welfare benefits...

  • Page 54
    ... for consideration at the Annual Meeting. Promptly upon receipt of an oral or written request we will provide you with the name and address of, and number of shares held by, each proponent. RESOLVED: Shareholders of Bed Bath & Beyond Inc. (the "Company") ask the board of directors ("the Board") to...

  • Page 55
    ... address proxy access in advance of the Company's 2017 annual meeting. We believe that, by that time, there is more likely to be market consensus on the fundamental terms for a proxy access bylaw. Prior to any adoption of proxy access bylaws, our shareholders continue to have different methods...

  • Page 56
    ...address of, and number of shares held by, each proponent. RESOLVED: Shareholders of Bed Bath & Beyond Inc. (the "Company") urge the Compensation Committee of the Board of Directors (the "Committee") to adopt a policy requiring that senior executives retain a significant percentage of shares acquired...

  • Page 57
    ... incentive awards. We do not employ short-term cash incentives or pay cash bonuses, and consequently, a large proportion of each executive's annual compensation has been in the form of long-term equity incentive awards, in the form of stock options or performance stock units. As a result, executives...

  • Page 58
    ... address of, and number of shares held by, each proponent. RESOLVED: that the shareholders of Bed Bath & Beyond Inc. ("the Company") urge the Board of Directors to seek shareholder approval of future severance agreements with senior executives that provide benefits in an amount exceeding 2.99 times...

  • Page 59
    ...for executives, without the need for a rigid policy. Our severance agreements with our Chief Operating Officer and, more recently, our Chief Financial Officer provide for a cash severance payment upon a termination without cause of only one times each officer's salary (compared to three times salary...

  • Page 60
    ... is c/o Bed Bath & Beyond Inc., 650 Liberty Avenue, Union, New Jersey 07083. Number of Shares of Common Stock Beneficially Owned and Percent of Class as of May 6, 2016 Name Position The Vanguard Group BlackRock, Inc. FMR LLC Brown Brothers Harriman & Co. State Street Corporation Warren Eisenberg...

  • Page 61
    ... voting power of 6,165,557 shares of common stock, and shared dispositive power of 7,271,692 shares of common stock. The address of Brown Brothers Harriman & Co. is 140 Broadway, New York, NY 10005. (5) Information regarding State Street Corporation was obtained from a Schedule 13G filed with the...

  • Page 62
    ...at the 2017 Annual Meeting of Shareholders submitted by a shareholder other than pursuant to Rule 14a-8 will be considered timely if it is received by the Secretary of the Company at its principal executive offices at 650 Liberty Avenue, Union, New Jersey 07083 between the close of business on March...

  • Page 63
    2015 Annual Report

  • Page 64

  • Page 65
    ... Bed Bath & Beyond. The Company accounts for its operations as two operating segments: North American Retail and Institutional Sales. The Institutional Sales operating segment, which is comprised of Linen Holdings, does not meet the quantitative thresholds under U.S. generally accepted accounting...

  • Page 66
    ...distribution facilities, stores or vendors. Sales consummated on a mobile device while physically in a store location are recorded as customer facing online websites and mobile applications sales. Customer orders reserved online and picked up in a store are recorded as in-store sales. In-store sales...

  • Page 67
    ... and digital shopping environments. During fiscal 2015, the Company opened a total of 29 new stores, closed 12 stores and opened a new customer contact center in Layton, Utah and a new distribution facility in Las Vegas, Nevada. The Company plans to continue to actively manage its real estate...

  • Page 68
    ... operations by excluding the effects of foreign currency exchange rate fluctuations. For fiscal 2015, approximately 55% of the increase was attributable to an increase in comparable sales and the remainder was primarily attributable to an increase in the Company's new store sales and Linen Holdings...

  • Page 69
    ... resulting in reducing store sales by sales originally consummated through customer facing online websites and mobile applications. As the Company's retail operations are integrated and it cannot reasonably track the channel in which the ultimate sale is initiated, the Company can however provide...

  • Page 70
    ... percentage of net sales, coupon expense, net direct to customer shipping expense, additional payroll start-up costs associated with the opening of the Company's Lewisville, Texas distribution facility, investments in compensation and benefits, and technology-related expenses, including depreciation...

  • Page 71
    ... 15 stores and open a new distribution facility. Additionally, in connection with leveraging its merchandise offerings and optimizing its operations, the Company continues to expand, across selected stores, the number of specialty departments such as health and beauty care, baby, specialty food, and...

  • Page 72
    ...primarily for certain insurance programs. The Company has authorization to make repurchases from time to time in the open market or through other parameters approved by the Board of Directors pursuant to existing rules and regulations. Between December 2004 and September 2015, the Company's Board of...

  • Page 73
    ... related to the Notes, operating leases for stores, offices, distribution facilities and equipment, purchase obligations, long-term sale/ leaseback and capital lease obligations and other long-term liabilities which the Company is obligated to pay as of February 27, 2016 as follows: (in thousands...

  • Page 74
    ... in the future. CRITICAL ACCOUNTING POLICIES The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires the Company to establish accounting policies and to make estimates and judgments that affect the reported amounts of assets and...

  • Page 75
    ...in the period in which the impairment occurs. Self Insurance: The Company utilizes a combination of insurance and self insurance for a number of risks including workers' compensation, general liability, automobile liability and employee related health care benefits (a portion of which is paid by its...

  • Page 76
    ... STATEMENTS This Annual Report, and in particular Management's Discussion and Analysis of Financial Condition and Results of Operations and the Shareholder Letter, contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company...

  • Page 77
    ..., product recalls, financial or operational instability of supplier or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and other terms to support the Company's plan for new stores; the ability to assess and implement technologies in support of...

  • Page 78
    BED BATH & BEYOND INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands, except per share data) February 27, 2016 February 28, 2015 Assets Current assets: Cash and cash equivalents Short term investment securities... accompanying Notes to Consolidated Financial Statements. $ 515,573 86,197...

  • Page 79
    Consolidated Statements of Earnings Bed Bath & Beyond Inc. and Subsidiaries FISCAL YEAR ENDED February 27, February 28, March 1, 2016 2015 2014 (in thousands, except per share data) Net sales Cost of sales Gross profit Selling, general and administrative expenses Operating profit Interest expense,...

  • Page 80
    Consolidated Statements of Comprehensive Income Bed Bath & Beyond Inc. and Subsidiaries FISCAL YEAR ENDED February 27, February 28, March 1, 2016 2015 2014 (in thousands) Net earnings Other comprehensive (loss) income: Change in temporary valuation adjustment of auction rate securities, net of ...

  • Page 81
    ... sold under employee stock option plans, net of taxes 255 3 Issuance of restricted shares, net 590 6 Payment and vesting of performance stock units 98 1 Stock-based compensation expense, net Director fees paid in stock 3 Repurchase of common stock, including fees Balance at February 27, 2016 337,613...

  • Page 82
    Consolidated Statements of Cash Flows Bed Bath & Beyond Inc. and Subsidiaries FISCAL YEAR ENDED February 27, February 28, March 1, 2016 2015 2014 (in thousands) Cash Flows from Operating Activities: Net earnings Adjustments to reconcile net earnings to net cash provided by operating activities: ...

  • Page 83
    ... Bed Bath & Beyond. The Company accounts for its operations as two operating segments: North American Retail and Institutional Sales. The Institutional Sales operating segment, which is comprised of Linen Holdings, does not meet the quantitative thresholds under U.S. generally accepted accounting...

  • Page 84
    ... self insurance, litigation, store opening, expansion, relocation and closing costs, the provision for sales returns, vendor allowances, stock-based compensation and income and certain other taxes. Actual results could differ from these estimates. E. Cash and Cash Equivalents The Company considers...

  • Page 85
    ... their estimates of fair value. The Company has not historically recorded an impairment to its goodwill and other indefinite lived intangible assets. As of February 27, 2016, for goodwill related to the North American Retail operating segment and the Institutional Sales operating segment and certain...

  • Page 86
    ... indefinite lived tradenames and trademarks. K. Self Insurance The Company utilizes a combination of insurance and self insurance for a number of risks including workers' compensation, general liability, automobile liability and employee related health care benefits (a portion of which is paid by...

  • Page 87
    ... upon purchase by customers at the Company's retail stores or upon delivery for products purchased from its websites. The value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid by the customer are recorded as a reduction of sales. Shipping and handling...

  • Page 88
    ..., generally four to seven weeks, and all other expenses associated with store advertising are charged to earnings as incurred. Net advertising costs amounted to $338.1 million, $308.4 million and $280.5 million for fiscal 2015, 2014 and 2013, respectively. T. Stock-Based Compensation The Company...

  • Page 89
    ... prior reporting period presented. The adoption of this guidance is not expected to have a significant effect on the Company's consolidated financial position, results of operations, or cash flows. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification...

  • Page 90
    ... of fair value. The fair value hierarchy...Securities," Note 3). 3. INVESTMENT SECURITIES The Company's investment securities as of February 27, 2016 and February 28, 2015 are as follows: (in millions) February 27, 2016 February 28, 2015 Available-for-sale securities: Long term Trading securities...

  • Page 91
    ... of the nonqualified deferred compensation plan, are stated at fair market value. The values of these trading investment securities included in the table above are approximately $51.5 million and $49.2 million as of February 27, 2016 and February 28, 2015, respectively. 4. PROPERTY AND EQUIPMENT...

  • Page 92
    ... before the respective expiration dates. In addition, as of February 27, 2016, the Company maintained unsecured standby letters of credit of $51.2 million, primarily for certain insurance programs. As of February 28, 2015, there was approximately $11.1 million of outstanding letters of credit and...

  • Page 93
    ...: (in thousands) February 27, 2016 February 28, 2015 Deferred tax assets: Inventories Deferred rent and other rent credits Insurance Stock-based compensation Merchandise credits and gift card liabilities Accrued expenses Obligations on distribution centers Net operating loss carryforwards and other...

  • Page 94
    ...February 27, 2016 and February 28, 2015. 8. LEASES The Company leases retail stores, as well as distribution facilities, offices and equipment, under agreements expiring at various dates through 2042. Certain leases provide for contingent rents (which are based upon store sales exceeding stipulated...

  • Page 95
    ..., respectively, which was expensed as incurred. Nonqualified Deferred Compensation Plan The Company has a nonqualified deferred compensation plan ("NQDC") for the benefit of employees who are defined by the Internal Revenue Service as highly compensated. Participants of the NQDC may defer annual 83

  • Page 96
    ... and length-of-service requirements. The benefits are based on years of service and the employee's compensation up until retirement. The Company recognizes the overfunded or underfunded status of the pension plan as an asset or liability in its statement of financial position and recognizes changes...

  • Page 97
    ... of stock-based compensation cost capitalized for the years ended February 27, 2016 and February 28, 2015 was approximately $2.1 million and $1.9 million, respectively. Incentive Compensation Plans The Company currently grants awards under the Bed Bath & Beyond 2012 Incentive Compensation Plan (the...

  • Page 98
    ... cash proceeds from the exercise of stock options for fiscal 2015 were $9.1 million and the net associated income tax benefit was $10.0 million. Restricted Stock Restricted stock awards are issued and measured at fair market value on the date of grant and generally become vested in five equal annual...

  • Page 99
    ... be recognized over a weighted average period of 2.0 years. Changes in the Company's PSUs for the fiscal year ended February 27, 2016 were as follows: (Shares in thousands) Number of Performance Stock Units Weighted Average Grant-Date Fair Value Unvested performance stock units, beginning of period...

  • Page 100
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders Bed Bath & Beyond Inc.: We have audited the accompanying consolidated balance sheets of Bed Bath & Beyond Inc. and subsidiaries as of February 27, 2016 and February 28, 2015, and the related consolidated ...

  • Page 101
    ... the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Bed Bath & Beyond Inc. and subsidiaries as of February 27, 2016 and February 28, 2015, and the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for...

  • Page 102
    ... the investment of $100 in the Company's common stock and each of the three Indexes on February 26, 2011, and the reinvestment of dividends, if any). 300 275 250 225 200 175 150 125 100 75 50 25 - DOLLARS Bed Bath & Beyond Inc. S&P 500 Index S&P Specialty Retail Index S&P Retail Composite Index...

  • Page 103
    ... the Company's Policy of Ethical Standards for Business Conduct is also provided at this location. Stock Listing Shares of Bed Bath & Beyond Inc. are traded on The NASDAQ Stock Market LLC under the symbol BBBY. Annual Meeting The Annual Meeting of Shareholders will be held at 9 a.m. July 1, 2016, at...

  • Page 104
    BED BATH & BEYOND INC. 650 Liberty Avenue Union, NJ 07083 908-688-0888