Bed, Bath and Beyond 2015 Annual Report Download - page 22

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PROPOSAL 1—ELECTION OF DIRECTORS
Committees of the Board of Directors
The Board has established standing committees to assist with performance of its responsibilities. These include: Audit,
Compensation, and Nominating and Corporate Governance Committees. The Board has adopted written charters for each of
these committees. The charters are available in the Investor Relations section of the Company’s website at
www.bedbathandbeyond.com. All members of the Audit, Compensation and Nominating and Corporate Governance
Committees are considered independent pursuant to applicable Securities and Exchange Commission (‘‘SEC’’) and NASDAQ
rules, and all members of the Compensation Committee meet the “outside directors” requirements for purposes of applicable
tax law.
AUDIT
The Audit Committee assists the Board in fulfilling its oversight responsibilities by (i) overseeing the Company’s accounting
and financial reporting processes and the audits of the Company’s financial statements, and (ii) reviewing the financial reports
and other financial information provided by the Company to the public. In addition, the functions of this Committee have
included, among other things, recommending to the Board the engagement or discharge of independent auditors, discussing
with the auditors their review of the Company’s quarterly results and the results of their annual audit and reviewing the
Company’s internal accounting controls. The Audit Committee held six meetings during fiscal 2015. The current members of
the Committee are Messrs. Barshay, Gaston and Heller. The Board of Directors has determined that Mr. Heller is an “audit
committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
COMPENSATION
The Compensation Committee assists the Board by (i) considering and determining all matters relating to the compensation of
the Company’s Co-Chairmen, CEO and other executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), and such other key executives as the Committee shall determine; (ii) administering
and 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 may be appropriately delegated by the Board for the
Committee’s consideration. The Committee has the authority to engage consultants and other advisors. The Compensation
Committee held ten meetings during fiscal 2015. The current members of the Committee are Messrs. Adler and Barshay and
Ms. Morrison.
NOMINATING AND CORPORATE GOVERNANCE
The Nominating and Corporate Governance Committee assists the Board by (i) reviewing and recommending changes in
certain policies regarding the nomination of directors to the Board for its approval; (ii) identifying individuals qualified to
become directors; (iii) evaluating and recommending for the Board’s selection nominees to fill positions on the Board; and
(iv) recommending changes in the Company’s corporate governance policies to the Board for its approval. The Committee also
oversees Board and management succession planning. The Committee’s policy is to identify potential nominees based on
properly submitted suggestions from any source and has established procedures to do so. In addition, the Board may
determine that it requires a director with a particular expertise or qualification and will actively recruit such a candidate. The
Nominating and Corporate Governance Committee also has the authority to retain third party search firms to evaluate or assist
in identifying or evaluating potential nominees. Shareholders wishing to propose a director candidate for nomination must
provide timely notice of such nomination in accordance with the Company’s Amended By-Laws. The Nominating and
Corporate Governance Committee held one meeting during fiscal 2015. The current members of the Committee are Messrs.
Adler and Eppler and Ms. Morrison.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee was (i) during fiscal 2015, an officer or employee of the Company or
any of its subsidiaries or (ii) formerly an officer of the Company or any of its subsidiaries.
None of our executive officers currently serves, or in fiscal 2015 has served, as a member of the board of directors or
compensation committee of any entity that has one or more executive officers serving on our Board of Directors or
Compensation Committee.
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