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)      June 28, 2013
 
BED BATH & BEYOND INC.
( Exact name of registrant as specified in its charter)
 
New York
 
0-20214
 
11-2250488
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
H
File Number)
 
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)
o
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))
 
 
 

 
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Pursuant to letter agreements entered into on June 28, 2013, each of Warren Eisenberg, Co-Chairman of Bed Bath & Beyond Inc. (the “Company”), and Leonard Feinstein, Co-Chairman of the Company, agreed to continue the terms of their respective employment agreements having agreed in principle on extensions of such employment agreements.  The Company and Messrs. Eisenberg and Feinstein anticipate entering into extensions to their respective employment agreements pending finalization of the terms thereof.
 
The foregoing is a brief summary of the letter agreements and does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreements, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting of Shareholders of the Company held on June 28, 2013, the following items were voted upon:  (1) the election of nine directors of the Company for terms expiring in 2014; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending March 1, 2014; and (3) a proposal to consider the approval, by non-binding vote, of the 2012 compensation paid to the Company’s named executive officers, known as the “say-on-pay” proposal.  The voting results with respect to each of the matters described above were as follows:

1.
The nine directors were elected based upon the following votes:
 
Nominee
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Warren Eisenberg
 
168,135,597
 
8,784,398
 
198,492
 
14,191,775
Leonard Feinstein
 
168,061,725
 
8,857,790
 
198,972
 
14,191,775
Steven H. Temares
 
175,234,150
 
1,684,440
 
199,897
 
14,191,775
Dean S. Adler
 
164,196,996
 
12,720,169
 
201,322
 
14,191,775
Stanley F. Barshay
 
172,518,718
 
4,398,386
 
201,383
 
14,191,775
Klaus Eppler
 
174,749,577
 
2,033,737
 
335,173
 
14,191,775
Patrick R. Gaston
 
176,327,763
 
587,720
 
203,004
 
14,191,775
Jordan Heller
 
176,179,230
 
737,516
 
201,741
 
14,191,775
Victoria A. Morrison
 
171,875,725
 
5,048,518
 
194,244
 
14,191,775

2.
The appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending March 1, 2014 was ratified based upon the following votes:

For
 
Against
 
Abstain
189,511,129
 
1,516,238
 
282,895

3.
The 2012 compensation paid to the Company’s named executive officers, known as the “say-on-pay” proposal, was approved, by non-binding vote, based upon the following votes:

For
 
Against
 
Abstain
 
Broker Non-Votes
137,505,888
 
38,351,962
 
1,260,637
 
14,191,775

 
Item 9.01     Financial Statements and Exhibits.
 
(d)           Exhibits
 
10.1
Letter agreement dated as of June 28, 2013 between the Company and Warren Eisenberg
 
10.2 
Letter agreement dated as of June 28, 2013 between the Company and Leonard Feinstein
 
 
 

 
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 hereunto duly authorized.
 
 
BED BATH & BEYOND INC.
 
(Registrant)
     
Date: July 2, 2013
By:
/s/  Eugene A. Castagna
   
Eugene A. Castagna
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

 
 
 

 
Exhibit Index
 
 
Exhibit Number
 
Description
10.1
 
Letter agreement dated as of June 28, 2013 between the Company and Warren Eisenberg
10.2
 
Letter agreement dated as of June 28, 2013 between the Company and Leonard Feinstein

 
Exhibit 10.1
 

 

 

 
June 28, 2013
 
Warren Eisenberg
Bed Bath & Beyond Inc.
650 Liberty Ave.
Union, NJ 07083

 
Dear Mr. Eisenberg:
 
We write to confirm that, having agreed in principle on an extension of your employment agreement, as amended (the "Agreement"), and in order to provide time to agree upon the terms thereof, you were not deemed to have exercised your option to elect senior status under the Agreement, and you will not go on senior status on June 30, 2013.  In the interim, the provisions of the Agreement shall remain in effect, except to the extent inconsistent with this letter.
 
As discussed, in addition to any rights that you and the company have to terminate employment under Sections 7 and 8 of the Agreement, either of us may, effective on no less than 120 days prior written notice to the other, terminate your current employment arrangement and commence your senior status period under the Agreement (with the effective date of any such termination being the "Final Date" under the Agreement).
 
BED BATH & BEYOND INC.
 

 
By:    /s/ Steven H. Temares
         Steven H. Temares
         Chief Executive Officer
 

 
ACCEPTED AND AGREED:
 

 
/s/ Warren Eisenberg
Warren Eisenberg
 
Exhibit 10.2

 

 

 
June 28, 2013
 
Leonard Feinstein
Bed Bath & Beyond Inc.
2 Jericho Plaza
Jericho, NY 11753

 
Dear Mr. Feinstein:
 
We write to confirm that, having agreed in principle on an extension of your employment agreement, as amended (the "Agreement"), and in order to provide time to agree upon the terms thereof, you were not deemed to have exercised your option to elect senior status under the Agreement, and you will not go on senior status on June 30, 2013.  In the interim, the provisions of the Agreement shall remain in effect, except to the extent inconsistent with this letter.
 
As discussed, in addition to any rights that you and the company have to terminate employment under Sections 7 and 8 of the Agreement, either of us may, effective on no less than 120 days prior written notice to the other, terminate your current employment arrangement and commence your senior status period under the Agreement (with the effective date of any such termination being the "Final Date" under the Agreement).
 
BED BATH & BEYOND INC.
 

 
By:    /s/ Steven H. Temares
         Steven H. Temares
         Chief Executive Officer
 

 
ACCEPTED AND AGREED:
 

 
/s/ Leonard Feinstein
Leonard Feinstein