Bed, Bath and Beyond 2015 Annual Report Download - page 11

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PROXY STATEMENT SUMMARY
You have received these proxy materials 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 not contain all of the
information that you should consider, and you should read the entire proxy statement carefully before voting. Page references
are supplied to help you find further information in this Proxy Statement.
Summary of Voting Matters
The Board of Directors is not aware of any matter that will be presented for a vote at the 2016 Annual Meeting of Shareholders
other than those shown below.
Proposals
Board Vote
Recommendation
Page
Reference
1. Election of 10 Directors FOR each director nominee 8
2. Ratification of Appointment of Auditors FOR 15
3. Advisory Vote on Executive Compensation FOR 17
4. Shareholder Proposal Regarding Proxy Access Bylaws AGAINST 44
5. Shareholder Proposal Regarding an Equity Retention Policy for Senior
Executives AGAINST 46
6. Shareholder Proposal Regarding Shareholder Approval of Certain Future
Severance Agreements AGAINST 48
Board of Directors Nominees
You are being asked to vote on the following ten (10) nominees for director. Each director is elected annually by a majority
vote of shares cast. Further information about each director can be found under “Board Nominees and Qualifications.”
Name
Director
Since Principal Occupation Independent
Board
Committee*
Warren Eisenberg 1971 Co-Founder/Co-Chairman, Bed Bath & Beyond Inc. No
Leonard Feinstein 1971 Co-Founder/Co-Chairman, Bed Bath & Beyond Inc. No
Steven H. Temares 1999 Chief Executive Officer, Bed Bath & Beyond Inc. No
Dean S. Adler 2001 Co-Founder and Chief Executive Officer,
Lubert-Adler Partners, L.P.
Yes CC, NC
Stanley F. Barshay 2003 Retired Executive Vice President, Merck & Co.
(formerly Schering-Plough Corporation) and President of its
Consumer Health Care Division
Yes AC, CC
Geraldine T. Elliott 2014 Retired Executive Vice President, Strategic Advisor,
Juniper Networks, Inc.
Yes
Klaus Eppler
(Lead Director)
1992 Pensioned partner in the law firm Proskauer Rose LLP Yes NC
Patrick R. Gaston 2007 Chief Executive Officer, Gaston Consulting; Past President of
the Verizon Foundation and the Western Union Foundation
Yes AC
Jordan Heller 2003 President, Heller Wealth Advisors LLC Yes AC
Victoria A. Morrison 2001 Executive Vice President & General Counsel,
Edison Properties LLC
Yes CC, NC
* AC – Audit Committee; NC – Nominating and Corporate Governance Committee; CC – Compensation Committee
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