BED BATH & BEYOND IN

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

06/02/2022 | 09:02am

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 We also began replacing outdated technology systems and continued to build on and enhance omni-channel capabilities that were rapidly deployed at the outset of the COVID pandemic.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

1

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.

2

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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Disclaimer

Bed Bath & Beyond Inc. published this content on 02 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2022 13:01:04 UTC.

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