Bed Bath & Beyond : Notice of Annual Meeting, 2022 Proxy Statement, 2021 Annual Report

notice of 2022 annual meeting of shareholders and proxy statement

2021 annual report

home, happier

PURPOSE

make it easy to feel at home

MISSION

re-establish our authority and be the preferred omni-channel home destination driven by teams consistently delivering balanced durable growth

	PRINCIPLES
customer inspired	omni-always people powered performance driven
	PILLARS & PROFICIENCIES
	product			price		promise		place		people

proficiencies

PERFORMANCE

sales

margin

cash flow

TSR

message from the president and chief executive officer, and the chair of the board of directors

JUNE 1, 2022

to our shareholders:

The past year was incredibly important for Bed Bath and Beyond's future. In this first year of our multi-year turnaround strategy, we increased investments in structurally critical parts of our business - including supply chain infrastructure and technology, ecommerce and customer experience solutions, and store remodels. We also began replacing outdated technology systems and continued to build on and enhance omni-channel capabilities that were rapidly deployed at the outset of the COVID pandemic. These improvements are intended to provide the Company with foundational enablers and a platform that can support challenging environments over the long term.

In terms of creating value for shareholders, our focus in 2020 was delivering approximately $600 million in proceeds from asset sales. In 2021, we continued to focus on returning capital to our shareholders, including significantly increasing our three-year share repurchase program. The Company completed approximately $600 million in share repurchases in fiscal 2021 and completed the majority of its $1 billion share repurchase program ahead of our 2023 target. In the core business, we introduced eight new, margin-supportive Owned Brands in key destination categories, more than doubling penetration versus fiscal 2020. Further, after successfully executing improvements to our buybuy BABY business, we are exploring strategic alternatives to unlock even greater value from the banner.

Over the past year, we made changes to board composition and added new directors with the skills and experience necessary to provide oversight of strategy and business performance. We also restructured the executive compensation program to reflect an operating environment beyond 2020, when we built a new executive team and supported operations during the onset of the COVID-19 pandemic. While the vast majority of direct pay for the CEO and other Named Executive Officers (NEO) remained tied to targeted performance metrics in 2021, we increased its proportion within our long-term compensation plans. The Board remains highly committed to executive incentive payouts that are aligned with achieving financial targets, creating long-term shareholder value, and informed by shareholder feedback.

We appreciate and recognize the tireless dedication of our exceptional associates who, against an extraordinary macroeconomicenvironment,haveshowntremendouscommitmenttoourstrategyanddedicationtoservingourcustomers. We will continue to support our associate base through actions to achieve the Company's diversity, equity, and inclusion(DE&I) goals, while providing competitive total rewards, learning and development, and upskilling opportunities.

The Board and management team remain focused on creating value for all stakeholders. We look forward to greeting you at this year's virtual Annual Meeting.

Mark J. Tritton	Harriet Edelman
President and	Chair of the Board of
Chief Executive Officer	Directors

2022 proxy statement

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notice of 2022 annual meeting of shareholders

	Board Voting
Items of Business	Recommendations
PROPOSAL 1	FOR
To elect eleven directors to serve until the Annual	each director
Meeting in 2023 and until their respective successors	nominee
have been elected and qualified.
PROPOSAL 2	FOR
To ratify the appointment of KPMG LLP as independent
auditors for fiscal 2022.
PROPOSAL 3	FOR
To approve, by non-binding vote, the 2021 compensation
paid to the Company's Named Executive Officers (NEOs)
(commonly known as a ''say-on-pay'' proposal).

Such other business as may properly be brought before the Annual Meeting or any adjournment or adjournments.

proxy voting

It is important that your shares be represented and voted at the Annual Meeting of Shareholders (the ''Annual Meeting'') of Bed Bath & Beyond Inc. (the ''Company,'' ''we,'' or ''us''), a New York corporation. Whether or not you plan to attend the Annual Meeting, we urge you to vote online, via telephone or by mail, in each case prior to the date of the Annual Meeting by following the instructions in our proxy statement. Proxies are being solicited by the Board to be used at the Annual Meeting and the approximate date on which this Proxy Statement and accompanying Form of Proxy will be available to shareholders is on or about June 1, 2022.

This year's Annual Meeting will be in a virtual-only meeting format. Shareholders will be able to listen, vote and submit questions via the internet by visiting www.virtualshareholdermeeting.com/BBBY2022. Please retain the 16-digit control number included on your proxy card or in the voting instructions that accompanied your proxy materials as you will need this number to attend the meeting virtually, vote at the meeting or to submit a question to management at the meeting. We have designed the virtual meeting to offer the same participation opportunities as an in-person meeting.

DATE AND TIME

Thursday, July 14, 2022

10:00 A.M.

Eastern Daylight Time

VIRTUAL MEETING LOCATION

www.virtualshareholder

meeting.com/BBBY2022

WHO CAN VOTE

You can vote if you were a shareholder of record as of the close of business on May 16, 2022.

PRINCIPAL EXECUTIVE OFFICE

650 Liberty Avenue, Union, NJ 07083

Important Notice Regarding the Availability of Proxy Material for the Annual Meeting of Shareholders to be held on July 14, 2022:

This Notice of the 2022 Annual Meeting of Shareholders, Proxy Statement and the Company's 2021 Annual Report are available at www.proxyvote.com.

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table of contents

• message from the president and chief executive officer, and the chair of the board of directors

• notice of 2022 annual meeting of shareholders
  4 fiscal 2021 highlights
  5 voting roadmap
  8 our board of directors and corporate governance

• PROPOSAL 1-election of directors

1. how we are selected and evaluated

1. how we are governed and govern

1. environmental, social and governance (ESG)

31 how we are paid

33 how we engage with and listen to our shareholders; how to communicate with us

34 audit matters

34 PROPOSAL 2-ratification of the appointment of auditors for fiscal 2022

34 appointment of KPMG LLP

34 fees paid to KPMG LLP for services and products

35 pre-approval policies and procedures

35 audit committee report for the fiscal year ended february 26, 2022

1. information about our executive officers
2. executive compensation

37	PROPOSAL 3-approval, by non-binding vote,	61	compensation tables
	of the 2021 compensation paid to the Company's NEOs	61	summary compensation table for fiscal 2021,
38	message from the chair of our people, culture &		fiscal 2020 and fiscal 2019
	compensation committee	63	grants of plan based awards
41	compensation discussion & analysis (CD&A)	64	outstanding equity awards at fiscal year-end
41	CD&A summary	65	option exercises and stock vested
47	how we design our executive compensation	66	employment agreements and potential
	program		payments upon termination or change in control
50	how our NEOs were paid in 2021	73	CEO pay ratio
54	fiscal 2021 NEO compensation decisions	74	our shareholders
57	our compensation decision-making process	74	security ownership of certain beneficial
58	additional compensation information		owners and management

76	other matters
76	frequently asked questions	80	next year's annual meeting
80	householding	81	cautionary note regarding forward-looking
			statements

82 appendix A

82 non-GAAP financial measures

84 2021 annual report

84 management's discussion and analysis of financial condition and results of operations

99 quantitative and qualitative disclosures about market risk

1. forward-lookingstatements
2. consolidated financial statements

105 notes to consolidated financial statements

2022 proxy statement

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