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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 16, 2022
BED BATH & BEYOND INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| New York | | 0-20214 | | 11-2250488 |
| (State or other jurisdiction of incorporation or organization) | | (Commission
File Number) | | (IRS Employer Identification No.) |
650 Liberty Avenue, Union, New Jersey 07083
(Address of principal executive offices)(Zip Code)
(908) 688-0888
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | BBBY | | The Nasdaq Stock Market LLC |
| | | | (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 16, 2022, the Board of Directors (the “Board”) of Bed Bath & Beyond Inc. (the “Company”) increased the size of the Board from 10 to 11 directors and appointed Mr. Minesh Shah to the Board, effective March 1, 2022. Mr. Shah is the Chief Operations Officer of Stitch Fix, Inc. Mr. Shah will be compensated in accordance with the Company’s standard compensation policies and practices for its non-employee directors, which are generally described in the Company’s Proxy Statement for its 2021 Annual Meeting of Shareholders.
Item 7.01 Regulation FD Disclosure
A copy of the press release issued by the Company regarding Mr. Shah’s appointment to the Board is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. | Exhibit |
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| 99.1 | |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | BED BATH & BEYOND INC. |
| | | (Registrant) |
| | | |
| Date: February 17, 2022 | | By: | /s/ Gustavo Arnal |
| | | Gustavo Arnal |
| | | | Chief Financial Officer |
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Exhibit 99.1
BED BATH & BEYOND INC. APPOINTS MINESH SHAH TO BOARD OF DIRECTORS
UNION, N.J., Feb. 17, 2022 – Bed Bath & Beyond Inc. (NASDAQ: BBBY) today announced that Minesh Shah has been appointed to its Board of Directors, effective March 1. Mr. Shah, currently Chief Operations Officer at Stitch Fix, has more than twenty years of experience developing leading-edge, omnichannel consumer experiences.
“We are pleased to welcome Minesh to our Board of Directors,” said Harriet Edelman, Chair of the Board of Directors at Bed Bath & Beyond Inc. “His extensive consumer, technology and operational experiences across numerous emerging and leading businesses are especially relevant for our Company. Additionally, Minesh’s deep knowledge and expertise in retail will offer valuable perspective and oversight of Bed Bath & Beyond’s ongoing transformation and drive to unlock greater shareholder value.”
President and CEO Mark Tritton said, “Minesh is a tremendous addition whose experience will be insightful as we continue to execute our end-to-end, strategic transformation as a digital first, omni always retailer. I look forward to working with him, along with our strong Board, as we plan and position our business for the long term.”
With the addition of Mr. Shah, the Bed Bath & Beyond Inc. board will comprise eleven members.
About Minesh Shah
Minesh Shah currently serves as Chief Operations Officer at Stitch Fix, the world’s leading online shopping experience, where he is responsible for the company’s operations and client experiences. His areas of focus include Styling, Client Experience, Warehouse Operations, and Logistics. Prior to Stitch Fix, Shah spent most of his career in high growth, consumer-driven companies – focused on operations, customer experience, omnichannel programs and marketing. Most recently, Shah led Delivery Operations at Tesla, rapidly scaling post-manufacturing infrastructure, while delivering great post-purchase experiences. He was also a leader in Global E-Commerce at Uniqlo and on the founding team at Walmart.com, where he spent a decade in marketing and operations roles, including as interim COO. Shah received a B.S. in Chemical Engineering and MBA from Northwestern University.
About Bed Bath & Beyond
Bed Bath & Beyond Inc. and subsidiaries (the "Company") is an omnichannel retailer that makes it easy for our customers to feel at home. The Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets. Additionally, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.
The Company operates websites at bedbathandbeyond.com, bedbathandbeyond.ca, buybuybaby.com, buybuybaby.ca, harmondiscount.com, facevalues.com, and decorist.com.
CONTACTS:
Investors: Susie A. Kim, ir@bedbath.com
Media: Julie Strider media@bedbath.com
