Bed, Bath and Beyond 2015 Annual Report Download - page 21

PROPOSAL 1—ELECTION OF DIRECTORS
Board Leadership
Messrs. Eisenberg, Feinstein and Temares function together as the senior leaders of the Company. Since Messrs. Eisenberg,
Feinstein and Temares are not ‘‘independent directors’’ within the meaning of NASDAQ Listing Rule 5605(a)(2), the Board of
Directors appointed an independent director to serve as the outside Lead Director. Mr. Eppler has served as the outside Lead
Director since 2002. The general authority and responsibilities of the outside Lead Director are established by the Board of
Directors. In that capacity, Mr. Eppler presides at all executive sessions of the independent directors, has the authority to call
meetings of the independent directors, acts as a liaison between the members of the Board and management, functions as
Secretary of the Board (including with respect to the proposal and maintenance of Board agendas and schedules for
meetings), arranges for Board committee functions and acts as Secretary of Board committees and receives communications
from the Company’s shareholders.
Director Independence
The Board of Directors, upon the advice of the Nominating and Corporate Governance Committee, has determined that Mses.
Elliott and Morrison and Messrs. Adler, Barshay, Eppler, Gaston and Heller each are ‘‘independent directors’’ under the
independence standards set forth in NASDAQ Listing Rule 5605(a)(2). This determination was based on the fact that each of
these directors is not an executive officer or employee of the Company or has any other relationship which, in the opinion of
the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a
director.
The Board of Directors’ independence determination is analyzed annually in both fact and appearance to promote arms-length
oversight. In making its independence determination this year, the Board of Directors considered relationships and
transactions since the beginning of its 2015 fiscal year. The Board of Directors’ independence determinations included
reviewing the following relationships, and a determination that the relationships and the amounts involved, in each case, were
immaterial.
• Mr. Eppler is a (non-equity) pensioned partner of Proskauer Rose LLP. In 2001, he ceased active partnership with
responsibilities for clients. The firm receives fees for legal services from the Company which represented a fraction of
1% of the revenues of Proskauer Rose LLP.
• Mr. Adler is a principal or executive officer of several private equity funds, each with broad commercial real estate
holdings. Several funds have among their investments interests in entities which hold retail properties, and for a part of
fiscal 2015, portions of two such properties were under lease to the Company or subsidiaries for the operation of four of
the over 1,500 stores operated by the Company. Both properties were sold during 2015 and are no longer held by the
funds. The interests of these funds in the rentals from the four stores represented a fraction of 1% of the rental income of
the funds of which Mr. Adler is a principal or executive officer. In addition, Messrs. Eisenberg and Feinstein, the
Company’s Co-Chairmen, have as part of their overall investment strategy investments in family limited partnerships,
which partnerships hold passive interests in certain of such funds representing between approximately 1% and 3% of the
interests of such funds.
• Ms. Elliott 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. Ms. Elliott is a member of the Board of
Directors of Whirlpool Corporation, which manufactures a wide array of kitchen and other products, some of which are
purchased by the Company at market rates for resale in the ordinary course of business. Ms. Elliott is also a member of
the Board of Directors of Imperva, Inc., which provides some of the Company’s firewall technology either through a third
party or directly, at terms and pricing generally available to Imperva customers.
• The Company leases 15 stores (or less than 1% of the Company’s total stores) from Equity One, Inc. (or its affiliates), on
whose Board of Directors Mr. Heller serves. The rental income from these stores represents approximately 2.3% of the
total annual minimum rent received by Equity One.
As the Board determined, in each case, that the relationships and the amounts involved were immaterial, the Board does not
believe that the relationships or transactions might reasonably impair the ability of the directors to act in the shareholders’ best
interests.
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