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)  April 21, 2019

 

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)

 

(Commission File Number)

 

(I.R.S. 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:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

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 o

 

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. o

 

 

 


 

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 21, 2019, the Board of Directors (the “Board”) of Bed Bath & Beyond Inc. (the “Company”) appointed each of Harriet Edelman, Harsha Ramalingam, Andrea M. Weiss, Mary A. Winston and Ann Yerger as an independent director of the Company, effective as of May 1, 2019. Ms. Edelman, Ms. Weiss, Ms. Winston, Ms. Yerger and Mr. Ramalingam will each serve until the Company’s 2019 annual meeting of shareholders, when she or he is expected to stand for re-election to the Board by a vote of the Company’s shareholders.  None of Ms. Edelman, Ms. Weiss, Ms. Winston, Ms. Yerger and Mr. Ramalingam has been appointed as a member of any committee of the Board at this time; however, the Company expects to appoint some or all of these new directors to one or more committees of the Board  in the future.

 

Ms. Edelman, Ms. Weiss, Ms. Winston, Ms. Yerger and Mr. Ramalingam will each be compensated in accordance with the Company’s standard compensation policies and practices for its non-employee directors (pro-rated based on start date), which are generally described in the Company’s proxy statement for its 2018 annual meeting of shareholders.

 

No family relationships exist between any of Ms. Edelman, Ms. Weiss, Ms. Winston, Ms. Yerger or Mr. Ramalingam and any of the Company’s other directors or executive officers.  There are no arrangements or understandings pursuant to which any of Ms. Edelman, Ms. Weiss, Ms. Winston, Ms. Yerger or Mr. Ramalingam was elected as a director, and there are no related party transactions between the Company and any of Ms. Edelman, Ms. Weiss, Ms. Winston, Ms. Yerger or Mr. Ramalingam reportable under Item 404(a) of Regulation S-K.

 

On April 21, 2019, Warren Eisenberg and Leonard Feinstein transitioned to the role of Co-Founders, Co-Chairmen Emeriti of the Board, effective immediately. As part of this transition, Patrick R. Gaston was appointed Independent Chairman of the Board, effective immediately. As a result of this transition, Mr. Eisenberg and Mr. Feinstein ceased to be officers of the Company effective as of April 21, 2019.

 

On April 21, 2019, the Board accepted the resignations of Warren Eisenberg, Leonard Feinstein, Dean Adler, Stanley Barshay, Klaus Eppler, Jordan Heller and Victoria Morrison from the Board, effective as of May 1, 2019.  None of Mr. Eisenberg, Mr. Feinstein, Mr. Adler, Mr. Barshay, Mr. Eppler, Mr. Heller or Ms. Morrison resigned as a result of any disagreement with the Board, the Company or its management on any matter relating to the Company’s operations, policies or practices.

 

On April 21, 2019, the Board also approved the creation of the Business Transformation and Strategic Review Committee as a new committee of the Board. The Committee will include both new and incumbent directors. In addition, on April 21, 2019, the Board appointed Virginia Ruesterholz as Chairwoman of the Nominating and Corporate Governance Committee.

 

A copy of the press release issued by the Company on April 22, 2019 regarding the above is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

 

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 21, 2019 and effective on the same date, the Board amended the Amended By-laws of the Company (the “By-Law Amendment”).  The By-Law Amendment allows the Company to appoint a Director Emeritus or Chairman Emeritus and removes the requirement that the Chairman of the Board be considered an executive officer of the Company.

 

The foregoing description is qualified in its entirety by reference to the full text of the By-law Amendment, a copy of which is attached hereto as Exhibit 3.1.

 

Item 8.01               Other Events.

 

On April 22, 2019, the Company also published an Investor Presentation regarding the changes described in Item 5.02. A copy of the Investor Presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Additionally, the Company has posted the Investor Presentation on the investor relations section of its website at www.bedbathandbeyond.com.

 

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Important Information

 

Bed Bath & Beyond Inc. (the “Company”) intends to file a definitive proxy statement and associated proxy card in connection with the solicitation of proxies for the Company’s 2019 Annual Meeting with the Securities and Exchange Commission (the “SEC”).

Details concerning the nominees of the Company’s Board of Directors for election at the 2019 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC’s website, www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant filed documents by directing a request by mail to Bed Bath & Beyond Inc. at 650 Liberty Avenue Union, New Jersey 07083, by contacting the Company’s proxy solicitor, D.F. King & Co., toll-free at 1 (888) 777-0320 or at bbby@dfking.com, or from the investor relations section of the Company’s website at www.bedbathandbeyond.com.

 

Participants in the Solicitation

 

The Company, its directors and certain of its executive officers will be deemed participants in the solicitation of proxies from shareholders in respect of the 2019 Annual Meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2018, filed with the SEC on May 2, 2018, the Company’s quarterly reports on Form 10-Q filed with the SEC on July 6, 2018, October 10, 2018 and January 9, 2019, the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2018 and the Company’s definitive proxy statement for the 2018 Annual Meeting of Shareholders, filed with the SEC on May 31, 2018. To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the proxy statement for the 2018 Annual Meeting of Shareholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC, if and when they become available.

 

Item 9.01               Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

 

Description

 

 

 

3.1

 

Amendment to By-Laws of Bed Bath & Beyond Inc.

 

 

 

99.1

 

Press Release issued by Bed Bath & Beyond Inc. on April 22, 2019.

 

 

 

99.2

 

Investor Presentation for the fiscal fourth quarter ended April 22, 2019.

 

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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.

 

 

BED BATH & BEYOND INC.

 

(Registrant)

 

 

Date: April 22, 2019

By:

/s/ Allan N. Rauch

 

 

Allan N. Rauch

 

 

Chief Legal Officer and General Counsel

 

4


Exhibit 3.1

 

Effective April 21, 2019, Bed Bath & Beyond Inc. amended its Amended By-Laws by inserting the following as Article III, Section 19 thereof:

 

Section 19. Director and Chairman Emeritus .   The Board of Directors may, from time to time in its discretion, by majority vote, designate one or more of its former directors a Director Emeritus or, in the case of a former Chairman of the Board, a Chairman Emeritus. Each such designation shall be for such term as is determined by a majority of the Board of Directors or until such Director Emeritus’ or Chairman Emeritus’ earlier death, resignation, retirement or removal (for any reason or no reason by a majority of the Board of Directors). Each Director Emeritus and Chairmen Emeritus may be re-appointed for one or more additional terms.  Directors Emeritus and the Chairmen Emeritus may attend board meetings as and when invited by the Board of Directors and attend meetings of any committee of the Board of Directors as and when invited by the committee, but they shall not be entitled to notice of any such meetings or to vote or be counted for quorum purposes at any such meetings. If present, Directors Emeritus and the Chairmen Emeritus may participate in the discussions occurring at such meetings. Any person holding the position of Director Emeritus or Chairman Emeritus shall not be considered a director or officer for any purpose, including the corporation’s Certificate of Incorporation and bylaws, applicable federal securities laws and the New York Business Corporation Law, as it may be amended (the “NYBCL”), and a Director Emeritus or Chairman Emeritus shall have no power or authority to manage the affairs of the Corporation. Directors Emeritus and the Chairman Emeritus shall not have any of the responsibilities or liabilities of a director or officer of the Corporation under the NYBCL, nor any of a director’s or officer’s rights, powers or privileges in their capacities as Directors Emeritus or Chairman Emeritus. Reference in these By-laws to “directors” or “officers” shall not mean or include Directors Emeritus or the Chairman Emeritus. Directors Emeritus and the Chairman Emeritus will be entitled to receive fees for such service in such form and amount as approved by the Board of Directors, and shall be reimbursed for reasonable travel and other out-of-pocket business expenses incurred in connection with attendance at meetings of the Board of Directors and its committees. Directors Emeritus and the Chairman Emeritus shall remain subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and shall remain subject to all of the Corporation’s policies applicable to directors. A Director Emeritus and the Chairman Emeritus shall be entitled to benefits and protections in accordance Article V of these By-laws (“Indemnification”).

 

Effective April 21, 2019, Bed Bath & Beyond Inc. also amended and restated Article IV, Section 1 of its Amended By-laws to read in its entirety as follows:

 

Section 1. Officers . The officers of the Corporation shall include the Chief Executive Officer, the President, one or more Vice Presidents (one or more of whom may be designated as Executive Vice Presidents or as Senior Vice Presidents or by other designations), the Secretary, the Treasurer and such other officers as the Board of Directors may from time to time deem necessary, each of whom shall have such duties, powers and functions as provided in these By-laws and as may be determined from time to time by resolution of the Board of Directors. Two or more offices may be held by the same person; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity. Each of the officers shall, when requested, consult with and advise the other officers of the Corporation.

 


Exhibit 99.1

 

Bed Bath & Beyond Inc. Announces Transformation of Board of Directors and
Additional Governance Enhancements

 

Appoints Five Independent, Highly Qualified, Diverse Directors to Board

 

Patrick Gaston Named Independent Chairman

 

Forming Business Transformation and Strategy Review Committee

 

UNION, NJ., April 22, 2019 — Bed Bath & Beyond Inc. (Nasdaq: BBBY) (the “Company”) today announced that, in response to shareholder feedback and in connection with its commitment to accelerating refreshment at the Board-level, the Company’s Board of Directors is transforming; the Board will comprise 10 directors, nine of whom are independent and six of whom are women. The transformed Board will reflect significant diversity across race, gender and ethnicity, and have an average tenure of less than four years. The Company also announced a series of additional governance enhancements.

 

Specifically, the Company announced that:

 

·                   Five current independent directors will step down.

·                   Co-Founders Warren Eisenberg and Leonard Feinstein have transitioned to the role of

Co-Founders, Co-Chairmen Emeriti and will retire from the Board.

·                   Current Lead Independent Director, Patrick Gaston has been named Independent Chairman, effective immediately.

·                   The Board will form a Business Transformation and Strategy Review Committee to review all aspects of the Company’s business transformation, strategy and structure.

·                   The Audit and Compensation Committees of the Board will be reconstituted, including the appointment of committee chairs.

·                   A new executive compensation plan that increases the at-risk component of executive compensation and further aligns compensation with Company performance and long-term shareholder value creation will be adopted. The Company will provide details on its new executive compensation plan in connection with the filing of its proxy statement.

 

The five newly appointed independent directors, effective May 1, 2019, are:

 

·                   Harriet Edelman, current Vice Chairman, Emigrant Bank and former Senior Vice President and Chief Information Officer, Business Transformation, and Senior Vice President, Global Supply Chain of Avon Products Inc.

·                   Harsha Ramalingam, current senior advisor at Boston Consulting Group, current President and Owner, Ramalingam Consulting and former Global Vice President, e-commerce Platform at Amazon.com, Inc., where he was also responsible for the Chief Information Officer and Chief Information Security Officer (CISO) functions.

·                   Andrea Weiss, current Founding Partner, The O Alliance Consulting Services and Chief Executive Officer and Founder of Retail Consulting Inc., and former senior executive at dELiA*s, Inc., The Limited Inc., GUESS, Inc., Ann Taylor Stores, Inc. and The Walt Disney Company.

·                   Mary Winston, current President and Founder, WinsCo Enterprises Consulting Services and former Executive Vice President and Chief Financial Officer at Family Dollar Stores Inc.

·                   Ann Yerger, current Corporate Governance Specialist, Spencer Stuart North American Board Practice and former Executive Director of the Council of Institutional Investors.

 

The four continuing independent directors, three of whom have been appointed in the past two years as part of the Board’s ongoing refreshment program, are — Stephanie Bell-Rose, Patrick Gaston, Johnathan B. (JB) Osborne and Virginia Ruesterholz. In connection with the new director appointments, Dean Adler, Stanley Barshay, Klaus Eppler, Jordan Heller and Victoria Morrison will step down from the Company’s Board, effective May 1, 2019.

 

Patrick Gaston, who was named Independent Chairman, stated, “As we have communicated to Bed Bath & Beyond shareholders, the Board has been undertaking a comprehensive review of its composition, governance structure and compensation practices. The changes announced today reflect significant shareholder input and underscore our commitment to ensuring we have best-in-class governance.

 


 

This Board transformation and refreshed governance structure is rooted in accountability, transparency and collaboration, and as we provide oversight and move the Company forward, we are committed to continuing to act in the best interest of our shareholders.”

 

Mr. Gaston continued, “We are immensely grateful to Dean, Stanley, Klaus, Jordan and Victoria for their leadership, tireless commitment and significant contributions to our Company. Their willingness to step down from the Board to facilitate the acceleration of the Company’s governance transformation speaks volumes as to the kind of people they are and their dedication to the Company.”

 

The Company has had multiple discussions with members of the Activist Group, which is composed of Legion Partners, Macellum Capital Management and Ancora Advisors, and has invited them to participate in the Board transformation process and to offer their ideas for business and operational improvement. To date, the Activist Group has declined this invitation, but the Company remains open to engaging in constructive dialogue with them.

 

Co-Founders Transitioned to Co-Founders, Co-Chairmen Emeriti; Lead Independent Director Named Independent Chairman

 

In addition, in connection with the Board’s transformation plan, Co-Founders and Co-Chairmen of the Board Warren Eisenberg and Leonard Feinstein have transitioned to the role of Co-Founders, Co-Chairmen Emeriti and will retire from the Board, effective May 1, 2019. As part of this transition, Patrick Gaston, current Lead Independent Director of the Board, has been named Independent Chairman, effective immediately.

 

Creation of Business Transformation and Strategy Review Committee; Reconstitution of Existing Board Committees

 

The Board is forming a new Business Transformation and Strategy Review Committee to review all aspects of the Company’s business transformation, strategy and structure.

 

To further enhance its independence, organization and leadership responsibilities, the Board also intends to reconstitute the Audit Committee and the Compensation Committee with a mix of new and existing independent directors, including the appointment of committee chairs.

 

In addition, the Nominating & Corporate Governance Committee was recently reconstituted as follows:

 

·                   Virginia Ruesterholz, Chairwoman

·                   Stephanie Bell-Rose

·                   Patrick Gaston

 

Appointment of Five New Independent Directors

 

Led by the independent directors of the reconstituted Nominating & Corporate Governance Committee, which consists of two of the four shortest tenured independent directors, and with the assistance of leading executive search firm Heidrick & Struggles, the Board conducted an extensive search to identify the five new independent directors.

 

Ms. Ruesterholz, independent director and recently appointed Chairwoman of the Nominating & Corporate Governance Committee, said, “The changes made to our Board composition take into account the important feedback that we’ve received following discussion with many of our shareholders over the past year. Our Board is committed to continuing to engage with our shareholders, is open to further input and will continue to assess Board refreshment on an ongoing basis.”

 

Ms. Ruesterholz continued, “We are delighted to welcome five new independent directors with such extensive business backgrounds and who bring skill sets directly relevant to the ongoing business transformation at Bed Bath & Beyond. As leaders in the fields of global retail, merchandising, technology, logistics, finance and governance, Harriet, Harsha, Andrea, Mary and Ann have been change-agents while serving on other public and private company boards and as members of management teams.

 


 

Collectively, their perspectives, experience and expertise will greatly enhance the effectiveness of our Board.”

 

Harriet Edelman , 63

 

Ms. Edelman brings three decades of global operating experience in consumer goods and financial services. She currently serves as Vice Chairman of Emigrant Bank, where she leads the finance, information technology and credit administrative operations. Prior to joining the bank in 2008 as special advisor to the Chairman, she spent nearly 30 years at Avon Products Inc. touching virtually every function, such as business transformation, marketing, new product development and sales, while serving in various leadership roles, including as Senior Vice President and Chief Information Officer, Business Transformation and Senior Vice President, Global Supply Chain. As Senior Vice President, Global Supply Chain at Avon, she led production and distribution of billions of products annually, and oversaw construction of Avon’s new facilities in Latin America, Asia, and Eastern Europe. She has 16 years of corporate governance experience, having served on the boards of Blair Corporation, The Hershey Company, Ariba Inc., and UCB S.A. She currently serves on the boards of Brinker International, Inc. and Assurant, Inc. Ms. Edelman also serves on the Board of Trustees at Bucknell University as Vice Chairman, and serves as a member of the Executive, Finance and Nominating & Governance Committees.

 

Ms. Edelman received a Bachelor of Music from Bucknell University and an MBA in Marketing and Operations Research at the Fordham Gabelli School of Business.

 

Ms. Edelman said, “Consumer goods businesses have been central to my career, and I am honored to join the Board of an industry pioneer such as Bed Bath & Beyond. As a frequent customer, I have long admired the Company for its products and services, and its customer-first approach to conducting business. I look forward to leveraging my background in marketing, technology and supply chain management, as well as experience serving public company boards, to help deliver on the Company’s continued transformation.”

 

Harsha Ramalingam , 60

 

Mr. Ramalingam, who currently serves as a senior advisor at Boston Consulting Group and who is the President and Owner of his own consulting firm, brings over 30 years of operational leadership experience and global expertise in areas including information technology and internet software. He has previously served in various leadership roles at Amazon.com, Inc., including as Global Vice President of the e-commerce Platform Group, which included ownership of the Chief Information Officer and CISO Functions, and also as a member of the Consumer Leadership Team responsible for the Company’s consumer business. During his tenure of just under seven years as a senior executive at Amazon.com, Inc., the Company grew from less than $20 billion in revenue to over $100 billion. Mr. Ramalingam also spent six years at EMC Corporation, including as Vice President, Products and Operations of EMC’s SaaS/Cloud business, where he was responsible for R&D, product and program management, financing, and technical and business operations from conception to launch. While at EMC, he successfully executed EMC’s acquisition and integration of Mozy. He spent the earlier part of his career in various information management and technology roles. Mr. Ramalingam previously served on the board of Intralinks Inc.

 

Mr. Ramalingam received a Bachelor of Technology from the Indian Institute of Technology, an MBA in General Management from the Indian Institute of Management and received an Executive Education at Stanford University Graduate School of Business.

 

Mr. Ramalingam said, “It is a privilege to be appointed to the Bed Bath & Beyond Board. The Company has many positive digital initiatives underway to improve and enhance the customer experience through e-commerce, consistent with the retail industry’s evolving needs. I am eager to work with my fellow Board members and the management team, and believe my consumer and technology experience, including while at Amazon.com, will lend itself well to capitalizing on the many opportunities for growth.”

 


 

Andrea Weiss , 64

 

Ms. Weiss was an early innovator in multi-channel commerce and brings nearly 30 years of entrepreneurial leadership experience in the retail industry, currently serving as Founding Partner of The O Alliance, LLC and Chief Executive Officer and Founder of Retail Consulting Inc. She is recognized as a pioneer in creating a seamless customer experience, and has been a key player in transforming retail into the digital space. She also has extensive experience developing high-level business strategy and tactical execution plans, including implementing turnaround initiatives for leading brands in the U.S. and Europe. She has held executive leadership roles at dELiA*s, Inc., The Limited Inc., GUESS, Inc., Ann Taylor Stores, Inc. and The Walt Disney Company. Ms. Weiss is a National Association of Corporate Directors (NACD) Board Governance Fellow and was named to the NACD Top 100 Best Public Directors in 2016. Ms. Weiss previously served on the boards of GSI Commerce , Pep Boys, Chico’s FAS, Inc. and Nutrisystem, Inc. She currently serves as a director on the boards of Cracker Barrel Old Country Store, Inc. and RPT Realty.

 

Ms. Weiss received a Bachelor of Fine Arts from Virginia Commonwealth University and a Masters of Administrative Science from The Johns Hopkins University. She also completed post-graduate studies at Harvard Business School and The Kellogg School at Northwestern University.

 

Ms. Weiss said, “In today’s omnichannel retail environment, it is critical to be agile and to collaborate across functions to drive faster decision making to enhance results. Bed Bath & Beyond is making strides in this regard and is poised to continue innovating and accelerating to meet customers’ complex needs. As a long time Bed Bath & Beyond customer myself and having spent my entire career in the retail industry leading transformation, I look forward to bringing my expertise to bear as the Company continues to execute against its transformation plan.”

 

Mary Winston , 57

 

Ms. Winston is a seasoned executive with significant governance expertise across a broad range of industries, having served on large public company boards and audit committees for many years. She has a strong background in all aspects of finance and accounting, as well as experience in M&A, corporate strategy, cost restructuring programs, corporate governance/compliance, and investor relations/communications. Among other roles, she has served as Executive Vice President and Chief Financial Officer at Family Dollar Stores Inc., Senior Vice President and Chief Financial Officer at Giant Eagle, Inc., Executive Vice President and Chief Financial Officer at Scholastic Corporation, Vice President and Controller of Visteon Corporation and Vice President, Global Financial Operations at Pfizer Inc. in the Pharmaceuticals Group. Ms. Winston currently serves as President at WinsCo Enterprises Inc., a financial and board governance consulting firm. She has served on the boards of Plexus Corp and SuperValu Inc. and is currently a member of the boards of Acuity Brands, Inc., Domtar Corporation and Dover Corporation.

 

Ms. Winston received a Bachelors degree of Accounting from the University of Wisconsin, an MBA in Finance, Marketing and International Business from Northwestern University’s Kellogg Graduate School, and is a CPA, as well as a NACD Board Leadership Fellow.

 

Ms. Winston said, “This is an important time for Bed Bath & Beyond as the Company prioritizes profitability and continues its efforts to position itself for long-term growth. As a seasoned Board member and having turned to Bed Bath & Beyond throughout my own life events, I am eager to contribute as a director to the ongoing transformation that will enable the Company to further differentiate itself across channels, brands and locations well into the future.”

 

Ann Yerger , 57

 

Ms. Yerger spent nearly 20 years with the Council of Institutional Investors (CII), including ten years in leadership as CII’s Executive Director. CII is a nonprofit, nonpartisan association of asset owners, asset managers and other service providers representing assets under management of approximately $40 trillion focused on effective corporate governance practices. Previously, Ms. Yerger was the Investor Responsibility Research Center’s Deputy Director for Corporate Governance Service. Ms. Yerger’s deep

 


 

corporate governance and shareholder-oriented work also includes service as an advisor to Spencer Stuart’s North American Board Practice group, which helps companies strengthen their boards and improve their effectiveness, a member of Grant Thornton’s Audit Quality Advisory Council, executive director of EY’s Center for Board Matters, and as a member of the Investor Advisory Group of the Public Company Accounting Oversight Board, the Investor Advisory Committee of the U.S. Securities and Exchange Commission, Weinberg Center for Corporate Governance Advisory Board, the Nasdaq Listing and Hearing Review Council and the U.S. Treasury Department’s Advisory Committee on the Auditing Profession. She has also testified before Congressional committees on important corporate governance and investor protection issues. ICGN, the International Corporate Governance Network, previously awarded Ms. Yerger with the “ICGN Award for Excellence in Corporate Governance,” which is granted for exceptional achievements towards improving corporate governance, in recognition of her work in galvanizing investor collaborative initiatives resulting in significant advances in American corporate governance over 25 years. She has also been included multiple times on the NACD’s list of the 100 most influential corporate governance professionals. She is a NACD Board Leadership Fellow and an independent director of Hershey Entertainment and Resorts Company and chairs its Governance Committee and serves on the Compensation and Executive Organization Committee.

 

Ms. Yerger received a Bachelor of Arts in Economics from Duke University and an MBA from Tulane University. She is a CFA charterholder.

 

Ms. Yerger said, “I was attracted to the Bed Bath & Beyond Board because of the Company’s commitment to transform its corporate governance and strengthen its engagement with shareholders. Bed Bath & Beyond is making important changes to its Board and across the business, and I look forward to contributing to the Company’s ongoing transformation.”

 

Bed Bath & Beyond Continuing Directors

 

Stephanie Bell-Rose , 61

 

Ms. Bell-Rose is a Senior Managing Director at TIAA and Head of the TIAA Institute, which produces original research and insights on issues pertaining to financial security and organizational effectiveness in the educational, nonprofit and public sectors. Before joining TIAA in 2010, Ms. Bell-Rose served as a managing director at The Goldman Sachs Group, Inc. and president of its foundation, and as counsel and program officer at the Andrew W. Mellon Foundation. She is a Trustee of The John S. and James L. Knight Foundation, the Council on Foundations and the Public Welfare Foundation. Ms. Bell-Rose is also a member of the Council on Foreign Relations, the Executive Leadership Council, the Economic Club of New York, and the Women’s Forum of New York, and she is Trustee Emerita of the Barnes Foundation and Honorary Trustee of the American Museum of Natural History.

 

Ms. Bell-Rose’s leadership experience across a number of sophisticated organizations brings an important set of insights to our Board. In addition, her background in organizational effectiveness and her experience in participating, at a senior level, in business transformations in a variety of settings, is particularly beneficial in the context of the Company’s ongoing transformation.

 

Patrick Gaston , 61

 

Mr. Gaston is Chief Executive Officer of Gaston Consulting, which focuses on building public/private partnerships that addresses issues related to corporate responsibility, sustainability, diversity and social and economic change for businesses, the public sector and civil society. He also served as an adjunct professor of business management at the Community College of Denver from 2017 through 2018. Prior to that, he was President of the Western Union Foundation (2013 - 2016) and initiated a workforce education program focused on youth and women throughout the world. From January to December 2012, he was the Chief Executive Officer of Gastal Networks, LLC, a consulting firm specializing in corporate social responsibility initiatives. From January to December 2011, he served a one-year term as Executive in Residence and Senior Advisor with the Clinton Bush Haiti Fund to support the rebuilding efforts in Haiti. Until January 2011, Mr. Gaston was President of the Verizon Foundation since 2003. Mr. Gaston pioneered the creation of a corporate social responsibility program and created a consumer advisory board focused on external stakeholder engagement on governance, public policy and community

 


 

investment matters. Prior to assuming that position, Mr. Gaston held a variety of management positions at Verizon Communications Inc. and its predecessors since 1984, including positions in operations, marketing, human resources, strategic planning and government relations. He has been a director of the Company since 2007.

 

Among other things, Mr. Gaston brings to the Board experience with respect to very large and complex public companies as well as extensive strategic planning and stakeholder engagement experience. He has worked with local, national and international organizations through his non-profit work. He currently volunteers as a member on five non-profit boards focusing on education, reforestation and youth development.

 

JB Osborne , 38

 

Mr. Osborne is the CEO of Red Antler, a branding company, which he co-founded in 2007, which was named one of Fast Company’s Most Innovative in Marketing & Advertising. Leading a multi-disciplinary team of strategists, designers, marketers and engineers with his co-founders at Red Antler, Osborne has helped define a new generation of products and services that people love. Since 2007, he has worked with founders of top, fast-growing companies across categories including Casper, Allbirds, Brandless, Betterment and Boxed, advising them on how to build category-defining experiences. In addition, Osborne oversees Red Antler’s operations and venture partnerships, and frequently speaks to venture portfolios, accelerators, and at conferences about the role of brand in building a category leading business. Osborne was selected as one of WWD’s (Women’s Wear Daily) 40 under 40 in fashion and retail in 2017, and was also selected as one of Forbes’ Consumer Catalysts: 2017’s Top Dealmakers and Influencers in the Consumer Industry.

 

Prior to founding Red Antler, Osborne opened the New York office of Consortium, a boutique creative shop based in Auckland, New Zealand. He began his career at advertising agency Saatchi & Saatchi working with global brands. Among other things, Mr. Osborne brings to the Board experience in and knowledge of branding, marketing and communications, as well as broad experience in the emerging technologies and data analytics utilized in digital marketing.

 

Virginia Ruesterholz , 57

 

Ms. Ruesterholz most recently served as Executive Vice President, Strategic Initiatives of Verizon Communications Inc. She was previously President of Verizon Services Operations, a $10 billion global shared-services business group with over 25,000 employees that operated Verizon’s wireline network as well as the finance operations, real estate and supply chain services that supported all Verizon companies. Prior, Ms. Ruesterholz served as President of Verizon Telecom, where she led the $30 billion wireline unit that served Verizon’s domestic consumer, general business and wholesale markets, and where she also oversaw the U.S. rollout of the high-speed fiber optic network known as Fios®. She serves on the Board of Directors of Frontier Communications Corporation and The Hartford Financial Services Group, Inc. She is also a Trustee of Stevens Institute of Technology, where she served as the first female Chair in its 149 year history.

 

Among other things, Ms. Ruesterholz brings to the Board extensive senior leadership experience at a global organization, as well as broad experience with the type of strategic, operational and financial matters a public company encounters while executing a transformational business plan.

 

Steven Temares , 60

 

Mr. Temares has served as Chief Executive Officer of the Company since 2003. He was President and Chief Executive Officer from 2003 to 2006 and was President and Chief Operating Officer from 1999 to 2003. Mr. Temares joined the Company in 1992 and has served as a director since 1999. Mr. Temares has been part of the leadership of the Company throughout its entire history as a public company.

 

Having served as our CEO since 2003, Mr. Temares’ extensive knowledge of, and passion for, the Company and its wide-ranging operations are invaluable to the Board. Mr. Temares has guided the Company through a prolonged period of growth that established its competitive position, and today is

 


 

leading the Company through an extensive transformation in pursuit of its mission to be trusted by customers as the expert for the home and heart-felt life events.

 

Additional Materials

 

In connection with this announcement, the Company has made available an Investor Presentation and an infographic on the investor relations section of its website.

 

Advisors

 

Goldman, Sachs & Co. is acting as financial advisor to Bed Bath & Beyond, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel.

 

About the Company

 

Bed Bath & Beyond Inc. and subsidiaries (the “Company”) is an omnichannel retailer that is the trusted expert for the home and heartfelt life events. The Company sells a wide assortment of domestics merchandise and home furnishings. The Company also provides a variety of textile products, amenities and other goods to institutional customers in the hospitality, cruise line, healthcare and other industries. Additionally, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, and similar words and phrases. The Company’s actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the housing market, a challenging overall macroeconomic environment and related changes in the retailing environment; consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts; unusual weather patterns and natural disasters; competition from existing and potential competitors across all channels; pricing pressures; liquidity; the ability to achieve anticipated cost savings, and to not exceed anticipated costs, associated with organizational changes and investments; the ability to attract and retain qualified employees in all areas of the organization; the cost of labor, merchandise and other costs and expenses; potential supply chain disruption due to trade restrictions, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and other terms to support the Company’s plans for new stores; the ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets it serves; the ability to assess and implement technologies in support of the Company’s development of its omnichannel capabilities; uncertainty in financial markets; volatility in the price of the Company’s common stock and its effect, and the effect of other factors, on the Company’s capital allocation strategy; the impact of goodwill and intangible asset impairments; disruptions to the Company’s information technology systems including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; reputational risk arising from challenges to the Company’s or a third party product or service supplier’s compliance with various laws, regulations or standards, including those related to labor, health, safety, privacy or the environment; reputational risk arising from third-party merchandise or service vendor performance in direct home delivery or assembly of product for customers; changes to statutory, regulatory and legal requirements, including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of existing tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; foreign currency exchange rate fluctuations; the integration of acquired businesses; and potential continuing uncertainty arising in connection with the announced intention by certain shareholders to seek control of the Company’s Board of Directors. The Company does not undertake any obligation to update its forward-looking statements.

 


 

Important Information

 

Bed Bath & Beyond Inc. (the “Company”) intends to file a definitive proxy statement and associated proxy card in connection with the solicitation of proxies for the Company’s 2019 Annual Meeting with the Securities and Exchange Commission (the “SEC”). Details concerning the nominees of the Company’s Board of Directors for election at the 2019 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by the Company free of charge from the SEC’s website, www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the definitive proxy statement and other relevant filed documents by directing a request by mail to Bed Bath & Beyond Inc. at 650 Liberty Avenue Union, New Jersey 07083, by contacting the Company’s proxy solicitor, D.F. King & Co., toll-free at 1 (888) 777-0320 or at bbby@dfking.com, or from the investor relations section of the Company’s website at www.bedbathandbeyond.com.

 

Participants in the Solicitation

 

The Company, its directors and certain of its executive officers will be deemed participants in the solicitation of proxies from shareholders in respect of the 2019 Annual Meeting.  Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended March 3, 2018, filed with the SEC on May 2, 2018, the Company’s quarterly reports on Form 10-Q filed with the SEC on July 6, 2018, October 10, 2018 and January 9, 2019, the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2018 and the Company’s definitive proxy statement for the 2018 Annual Meeting of Shareholders, filed with the SEC on May 31, 2018.  To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the proxy statement for the 2018 Annual Meeting of Shareholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC.  These documents can be obtained free of charge from the sources indicated above.  Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC, if and when they become available.

 

CONTACTS:

INVESTOR CONTACT: Janet M. Barth, (908) 613-5820

 

MEDIA CONTACT: Matthew Sherman / Nick Lamplough, Joele Frank, Wilkinson Brimmer Katcher, (212) 355-4449

 


Exhibit 99.2

 

Announcing Transformation of Board of Directors and Additional Governance Enhancements April 22, 2019

 

Building a Better Bed Bath & Beyond Adding 5 new and independent, highly qualified, and diverse directors Patrick Gaston has been named Independent Chairman 5 existing independent directors will step down from the Board Co-Founders and Co-Chairmen have transitioned to a Co-Chairmen Emeriti status and will retire from the Board Forming a Business Transformation and Strategy Review committee Reconstitution of our independent committee structures, including appointment of Will adopt a new executive compensation plan committee chairs 1 Taking into account these recent changes 80% of our board will have joined since 2017 and 80% are of diverse backgrounds We Are Transforming Our Board and Governance Structure to Support the Transformation of our Business

 

Bed Bath & Beyond’s Governance Transformation is a Direct Result of Our Shareholder Engagement What We Heard from Shareholders Taking Action to Enhance Governance Process executed by our recently reconstituted independent Nominating & Governance Committee, led by Chairwoman Virginia Ruesterholz Engaged Heidrick & Struggles, a leading executive search firm, to identify recent appointees 5 new independent, highly qualified and diverse candidates appointed to the Board, effective May 1, 2019 7 of the longest-tenured directors to leave Board In total, 8 new directors appointed in past 2 years (80% of the pro forma board) Accelerate Board Refreshment 1 New directors with significant experience in global retail, merchandising, technology, logistics, finance and governance Highly complementary to existing Board Director qualifications Bringing with them experience in business transformation and a track record of enhancing shareholder value Each new director is diverse, and 80% of the Board is diverse, 60% women Enhance the Board With New Skills 2 Patrick Gaston designated as Board Independent Chairman Co-Founders and Co-Chairmen transitioned to a Co-Chairmen Emeriti status and will retire from the Board, effective May 1, 2019 Forming a Business Transformation and Strategy Review Committee to review all aspects of the Company’s business transformation, strategy and structure Audit and Compensation Committees to be reconstituted with a mix of new and existing directors, including committee chairs Enhance Board Leadership 3 Will adopt new executive compensation plan, to be shared in connection with filing of our proxy Will increase the at-risk component of executive compensation Further align compensation plan with Company performance and long-term shareholder value creation Improve Executive Compensation Plan 4 2

 

Our Highly Independent Board Has Dramatically Evolved Today 2016 IC Patrick Gaston Joined Board: 2007 Patrick Gaston Joined Board: 2007 Steven Temares Joined Board: 1999 Steven Temares Joined Board: 1999 New Directors C Chairman IC Independent Chairman L Lead Director Former Director Added in Past 2 Years 3 Mary Winston Joined Board: 2019 Victoria Morrison Joined Board: 2001 Ann Yerger Joined Board: 2019 Andrea Weiss Joined Board: 2019 Harsha Ramalingam Joined Board: 2019 Virginia Ruesterholz Joined Board: 2017 Jordan Heller Joined Board: 2003 L Klaus Eppler Joined Board: 1992 C Leonard Feinstein Joined Board: 1971 Harriet Edelman Joined Board: 2019 JB Osborne Joined Board: 2018 Stephanie Bell-Rose Joined Board: 2018 Geraldine Elliott Joined Board: 2014 Stanley Barshay Joined Board: 2003 Dean Adler Joined Board: 2001 C Warren Eisenberg Joined Board: 1971

 

The Board is More Independent, Perspectives More Diverse and Brings Fresh 2016 Current 4 Independent Directors70% 90% Average Director Tenure20 years <4 years % Diverse Directors30% 80% Average Director Age68 ~58

 

Our Directors Bring Substantial Branding, Retail, Operational and Technology Skills to the Boardroom Corporate Finance/ Capital Markets / Financial Acumen Public Company Board Service / Corporate Governance Brand Marketing / Product Merchandising Operations Management Experience Senior Leadership & Strategic Planning Industry Experience International Experience Technology / Data Security Real Estate Total 5 / 10 7 / 10 7 / 10 8 / 10 8 / 10 6 / 10 3 / 10 10 / 10 5 / 10 5 Patrick Gaston Steven Temares Stephanie Bell-Rose JB Osborne Virginia Ruesterholz Harriet Edelman Harsha Ramalingam Andrea Weiss Mary Winston Ann Yerger

 

Our New Board Leadership Transitions to independent Board Chair leadership New Chairwoman of the Nomination & Corporate Governance Committee Virginia Ruesterholz Chairwoman of the Nomination & Corporate Governance Committee Patrick Gaston Independent Chairman • • • • Chief Executive Officer of Gaston Consulting President of the Western Union Foundation (2013-2016) President of the Verizon Foundation (2003 – 2011) Various management positions at Verizon Communications, Inc. (1984 - 2011) Director of BBBY since 2007 • Executive Vice President – Strategic Initiatives of Verizon Communications (2012) President of Verizon Services Operations (2009-2011) President of Verizon Telecom (2006-2009) Serves on the Board of Frontier Communications Corporation and the Hartford Financial Services Group Director of BBBY since 2017 • • • • • Ms. Ruesterholz’s extensive experience with executing a transformational business plan, involving significant investment in technology and related services, is highly relevant. Mr. Gaston brings to the Board extensive business and leadership experience in areas such as finance, human resources, public affairs, diversity, and strategic planning. 6

 

Bed Bath & Beyond’s New Independent Directors (1/3) • Vice Chairman of Emigrant Bank Former SVP, CIO, Business Transformation, and SVP Global Supply Chain at Avon Products Director of Brinker International and Assurant Former Director of Blair Corporation, The Hershey Company, Ariba Inc. and UCB S.A Vice Chairman and Member of the Executive, Finance and Nominating & Governance Committees, Bucknell University Board of Trustees • Senior Advisor, Boston Consulting Group and President and Owner of Ramalingam Consulting Former Global VP of the e-commerce Platform Group, ownership of the CIO and CISO Functions at Amazon.com, member of Consumer Leadership Team VP, Products and Operations, ECM SaaS/Cloud at ECM Corp Former Director of Intralinks • • • • • • expertise in areas including information technology and internet Experience eCommerce, information security, corporate information systems Experience transformation, marketing, new product development, and sales Board Experience communications solutions International and Assurant 7 Cyber Security Senior Leadership Global Experience Financial Expertise Brand Marketing Supply Chain Management TechnologyOver 30 years of operational leadership experience and global software BusinessLed Amazon.com’s platform technology organization, including (CIS) and new business incubation Served on the board of Intralinks, a software provider of secure SeniorExtensive leadership experience with 16 years of corporate Leadershipgovernance experience as Vice Chairman of Emigrant Bank BusinessSpent nearly 30 years at Avon Products Inc. where she rose to various Experienceleadership positions in virtually every function, including business BoardSignificant public company experience, having served on four boards Experienceof directors including current service on the boards of Brinker Harsha Ramalingam Harriet Edelman

 

Bed Bath & Beyond’s New Independent Directors (2/3) • • • • • • Founding Partner, The O Alliance Consulting Services CEO and Founder of Retail Consulting Former executive at dELiA*s, The Limited, GUESS, Ann Taylor Stores and The Walt Disney Company Director of Cracker Barrel Old Country Store and RPT Realty Former Director of GSI Commerce, Pep Boys, Chico’s FAS and Nutrisystem • • • • • President and Founder, WinsCo Enterprises Consulting Services Former EVP, CFO, Family Dollar Stores Former senior executive at Giant Eagle, Scholastic, Visteon, Pfizer Director of Acuity Brands, Domtar and Dover Former Director of Plexus Corp and SuperValu Senior Leadership previously held executive leadership roles at Family Dollar Stores, transforming in to the digital space Board Experience boards of directors including currently on the board of Acuity 8 Retail Experience Corporate Finance Brand Marketing Operation Management Real Estate FinancialExtensive financial expertise, having served as the CFO of Family ExpertiseDollar Stores, Giant Eagle and Scholastic Currently serving as the founder of WinsCo Enterprises and Giant Eagle, Scholastic, Visteon and Pfizer Significant public company experience, having served on five Brands, Domtar and Dover SeniorPreviously held executive leadership roles at dELiA*s, The Limited, LeadershipGUESS, Ann Taylor Stores and The Walt Disney Company RetailEarly innovator in multi-channel commerce and brings nearly 30 Experienceyears of entrepreneurial leadership experience in the retail industry, BoardSignificant public company experience, having served on four boards Experienceincluding currently on Cracker Barrel Old Country Store, RPT Realty Mary Winston Andrea Weiss

 

Bed Bath & Beyond’s New Independent Directors (3/3) • • • • • Corporate Governance Specialist, North American Board Practice, Spencer Stuart Director, Hershey Entertainment and Resorts Company Member of Grant Thornton Audit Quality Advisory Council Member of Investor Advisory Group of the Public Company Accounting Oversight Board, the Investor Advisory Committee of the US Securities and Exchange Commission, Weinberg Center for Corporate Governance Advisory Board, the Nasdaq Listing and Hearing Review Council and the US Treasury Department’s Advisory Committee on the Auditing Profession Executive Director, EY Center for Board Matters Former Executive Director of the Council of Institutional Investors (CII) Former IRRC deputy director for the Investor Responsibility Research Center’s corporate governance service • • • chairing the Governance Committee and serving on the Compensation Experience 9 SeniorExtensive leadership experience as a nationally recognized governance Leadershipspecialist in various roles GovernanceSpent nearly 20 years at CII including 10 years in leadership as Experienceexecutive director BoardServes on the board of Hershey Entertainment and Resorts Company, and Executive Organization Committee Ann Yerger

 

Additional Key Governance Initiatives Will adopt new executive compensation plan in response to shareholder feedback, to be shared in connection with filing of our proxy • • • Builds upon the ~40% reduction in compensation since 2015 Will increase the at-risk component of executive compensation Further alignment with Company performance and long-term shareholder value Will form Business Transformation and Strategy Review committee • To review all aspects of the Company’s business transformation, strategy and structure Reconstitution of our independent committee structure • Includes the appointment of Chairs for all committees 10

 

Appendix – Foundation for Significant Transformational Change 11

 

Our Mission To be the trusted expert for the home and heart-felt life events. 12

 

Bed Bath & Beyond’s Strategic Advantages 1,500+ physical locations across all brands… A solution for every room in the house… …complemented by our digital platforms …through every important life stage 13 Deep expertise in whole home across all important life stages Omni-channel capabilities leveraging both physical and digital assets Strong brands that are trusted by customers with a reputation for quality

 

Bed Bath & Beyond is Responding Dynamic Retail Environment to the Challenging and • Dramatic shift to omnichannel – customers demanding a seamless, convenient experience between in-store and digital • Complete transformation of Bed Bath & Beyond’s business over the past 18 months • Structural change of our organization and infrastructure • Significant competition with high level of pricing transparency – both to the customer and the retailer • Investments in IT, analytics, and value optimization to enable data-driven decision making • Customer preference for breadth of offering in both brick & mortar and digital experience • Evolution of our in-store and digital customer experience • High level of interest in destinational categories (e.g. bed, bath, kitchen, windows and tabletop) and focus on experiential retail • Enhancement of our assortment – including new private label brands • Shift from branded items to high-quality private label products • Extensive focus on profitability, down to the item by channel 14 Bed Bath & Beyond’s Response Dynamic Retail Environment

 

Key Initiatives in the Multi-Year Transformation plan • Concept Strategy/ Brand Vision Proprietary Brands & Private Label • Merchandise Mix • Store Labor Model • • Value Optimization Coupon Strategy Supply Chain Enhancements • • Marketing Efficiency Occupancy/Real Estate Optimization • • • Next Gen Lab Store Initiatives • Global Sourcing/ 2nd Sourcing Office in Asia • Front-End Optimization • Value Optimization • • • Reconstructed Team/ Changing How We Work Data & Analytics as a Strategic Asset IT Transformation/ India Development Center 15 Current and Sustainable World-Class Operational Support Drive Near-term and Ongoing SG&A Improvements Drive Near-term and Ongoing Gross Margin Improvements Drive Mid-and-Long-term Revenue Growth