Bed, Bath and Beyond 2015 Annual Report Download - page 16

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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 shares
held in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered, with
respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker on how to
vote. Your broker or nominee has enclosed a voting instruction form for you to use in directing the broker or nominee on how
to vote your shares. If you hold your shares through a New York Stock Exchange member brokerage firm, such member
brokerage firm has the discretion to vote shares held on your behalf with respect to the appointment of the Company’s
auditors, but not with respect to any other proposal, as more fully described under “What is a broker ‘non-vote’?”.
Can I change my vote?
Yes. If you are the shareholder of record, you may revoke your proxy before it is exercised by doing any of the following:
• sending a letter to the Company stating that your proxy is revoked;
• signing a new proxy and sending it to the Company; or
• attending the Annual Meeting and voting by ballot.
Beneficial owners should contact their broker or nominee for instructions on changing their vote.
How many votes must be present to hold the Annual Meeting?
A “quorum” is necessary to hold the Annual Meeting. A quorum is a majority of the votes entitled to be cast by the
shareholders entitled to vote at the Annual Meeting. They may be present at the Annual Meeting or represented by proxy.
Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum, but are
not counted for purposes of determining any of the proposals to be voted on.
How many votes are needed to approve the proposals?
At the 2016 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 2016 and to approve, by non-binding
vote, the say-on-pay proposal as well as Proposals 4, 5 and 6, the shareholder proposals.
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 brokers 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, brokers 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, Proposal 3, the say-on-pay proposal, and
Proposals 4, 5 and 6, the shareholder proposals. 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 3, 2016, 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, the Company did not know of any other matters to be presented at the Annual
Meeting.
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