Bed, Bath and Beyond 2015 Annual Report Download - page 55

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PROPOSAL 4—SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS BYLAWS
this percentage to be 25%, which is inconsistent with market trends of 20%. Accordingly, we recognize that proxy access
standards are still evolving and that there is not yet a set of terms that is widely accepted by all stakeholders.
While proxy access is a trending issue in corporate governance, only a minority of companies have adopted it to date. The
Board believes that any decision to implement proxy access should be made in a careful and deliberative manner. For
example, the Board wishes to further review continuing marketplace developments and carefully consider the intended and
potentially unintended consequences of proxy access bylaws.
The Board is committed to further engagement with shareholders on proxy access and further evaluation of the issue in the
coming year. Moreover, the Board intends to substantively address proxy access in advance of the Company’s 2017 annual
meeting. We believe that, by that time, there is more likely to be market consensus on the fundamental terms for a proxy
access bylaw.
Prior to any adoption of proxy access bylaws, our shareholders continue to have different methods for participating in the
director nomination process, including:
• Submitting for consideration the names of potential directors directly to the Nominating and Corporate Governance
Committee; and
• In accordance with SEC rules, state law and our bylaws, nominating and soliciting proxies for their own director
candidates at shareholder meetings.
Additionally, we have procedures to ensure that our directors are accountable for continually representing the interests of our
shareholders. These procedures include (i) a non-classified Board where each director must be re-elected annually by
receiving a majority of votes cast; (ii) an annual evaluation of the Board and each committee by our directors; (iii) active
shareholder outreach by the Board; and (iv) an established process for any shareholder to communicate with the Board,
including with respect to potential board members.
We believe that the foregoing procedures provide our shareholders with a sufficient voice in the director nomination and
election process, even without proxy access bylaws. Given these existing procedures and pending our shareholder
engagement and monitoring of proxy access developments (including a more fulsome evaluation of the appropriate terms that
proxy access bylaws should contain) over the next year, the Board believes that this proposal is not currently in the best
interest of our shareholders and not the proper mechanism for considering proxy access.
FOR THE FOREGOING REASONS, YOUR BOARD OF DIRECTORS
RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
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