Bed, Bath and Beyond 2015 Annual Report Download - page 18

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PROPOSAL 1—ELECTION OF DIRECTORS
Board Structure, Composition and Meetings
The Board of Bed Bath & Beyond Inc. consists of ten (10) directors. Directors are elected annually at each annual meeting to
serve until the next annual meeting or until their successors are duly elected and qualified, subject to their earlier death,
resignation or removal. Each of the nominees currently serves as a director and was elected by the shareholders at the 2015
Annual Meeting. Biographical information and qualifications of the nominees for director are included below under “Board
Nominees and Qualifications.”
The Board has adopted a policy regarding specific, 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 regarding director
qualifications and skills are included on the Company’s website at www.bedbathandbeyond.com under the Investor Relations
section.
Qualified candidates for membership on the Board will be considered without regard to race, color, creed, religion, national
origin, age, gender, sexual orientation or disability. The Nominating and Corporate Governance Committee reviews and
evaluates each candidate’s character, judgment, skills (including financial literacy), background, experience and other
qualifications (without regard to whether a nominee has been recommended by the Company’s shareholders), as well as the
overall composition of the Board, and recommends to the Board for its approval the slate of directors to be nominated for
election at the annual meeting of the Company’s shareholders. While the Nominating and Corporate Governance Committee
does not have a formal policy with respect to diversity, the Committee believes that it is desirable that Board members
represent a diversity of backgrounds, including gender and race, as well as diversity of viewpoints and experience.
The Board holds regular meetings each quarter and special meetings when necessary. The Board held five meetings during
the fiscal year ended February 27, 2016 (“fiscal 2015”). Directors are expected to attend the Board meetings and meetings of
committees of the Board on which they serve. The Company encourages, but does not require, the directors to attend the
Company’s Annual Meeting of Shareholders. During fiscal 2015, all nominees for director attended more than 75% of the total
number of meetings of the Board of Directors and committees on which he or she served. All of the Company’s directors
attended the 2015 Annual Meeting of Shareholders.
The Board of Directors believes it is structured to provide oversight, direction and guidance to management. In doing so, the
members of the Board bring to their service valuable expertise in a wide range of subject matter areas relevant to the
Company in the execution of its strategy. These areas include:
• operations
• finance and financial reporting
• merchandising
• legal and regulatory compliance
• technology
• international business
• real estate
• leadership in large, complex organizations
The Board, as part of its annual self-assessment and on an ongoing basis as appropriate, considers the skills and experience
of its members in relation to the needs of the Company.
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