Bed, Bath and Beyond 2015 Annual Report Download - page 27

Download and view the complete annual report

Please find page 27 of the 2015 Bed, Bath and Beyond annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 104

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104

PROPOSAL 3—APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE
COMPENSATION
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, the Company is providing its
shareholders the opportunity to cast an advisory vote on the compensation of its named executive officers for fiscal 2015. This
proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to express their
views on named executive officers’ compensation.
The Board of Directors recommends a vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers for fiscal 2015, as disclosed pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative
discussion, is hereby APPROVED.”
This proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing
and administering the Company’s executive officer compensation program, values the opinions expressed by shareholders in
the Compensation Committee’s ongoing engagement, discussed below, and considers the views provided by shareholders
when making future compensation decisions for named executive officers. The affirmative vote of the holders of a majority of
the votes cast by our shareholders in person or represented by proxy and entitled to vote is required to approve this proposal.
The following Compensation Discussion & Analysis referenced in the Compensation Committee report is intended to provide
additional information and detail for your consideration of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE
COMPANY’S NAMED EXECUTIVE OFFICERS FOR FISCAL 2015 AS DISCLOSED IN
THIS PROXY STATEMENT.
17