Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 28, 2019, the Board of Directors (the “Board”) of Bed Bath & Beyond Inc. (the “Company”) increased the size of the Board from nine to 13 directors and appointed John E. Fleming, Sue E. Gove, Jeffrey A. Kirwan and Joshua E. Schechter (collectively, the “New Directors”) to fill the newly created directorships. Each of the New Directors will serve an initial term beginning on May 29, 2019 and expiring at the Company’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”), and will be included in the Company’s recommended slate of director nominees forre-election at the 2019 Annual Meeting. The appointments of the New Directors were made pursuant to an agreement (the “Cooperation and Support Agreement”) by and among the Company, Legion Partners Holdings, LLC and certain of its affiliates set forth therein (“Legion”), Macellum Advisors GP, LLC and certain of its affiliates set forth therein (“Macellum”) and Ancora Advisors, LLC and certain of its affiliates set forth therein (“Ancora” and, together with Legion and Macellum, the “Investor Group”), dated as of May 28, 2019.
Asnon-management directors of the Company, each of the New Directors will receive director compensation on the same basis as othernon-management directors of the Company in accordance with the Company’s director compensation policies and practices, as they may be amended from time to time. No family relationships exist between any of the New Directors, on the one hand, and any of the Company’s other directors or executive officers. Other than as provided under the Cooperation and Support Agreement, there are no arrangements or understandings pursuant to which any of the New Directors was elected as a director, and there are no related party transactions between the Company and either of the New Directors reportable under Item 404(a) of RegulationS-K.
The Cooperation and Support Agreement also provides for committee appointments with respect to the New Directors, including appointing two (2) of the New Directors, as selected by the Board, as new members of the Business Transformation and Strategy Review Committee of the Board and appointing two (2) of the New Directors, as selected by the Board, as new members of the CEO Search Committee of the Board (the “CEO Search Committee”). The Cooperation and Support Agreement also provides that while the Standstill Period (as defined below) is in effect, at the 2019 Annual Meeting and 2020 annual meeting of shareholders (the “2020 Annual Meeting”), the Board shall nominate each New Director as a candidate for election to the Board to serve until the following annual meeting of shareholders, respectively.
The committee assignments for the New Directors and the existing directors of the Board, as reconstituted as of May 29, 2019, are as follows and subject to any changes as may occur in the future:
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COMMITTEE | | DIRECTORS |
| Audit Committee | | Harriet Edelman, Chair Johnathan B. Osborne Virginia P. Ruesterholz Joshua E. Schechter Andrea M. Weiss |
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| Compensation Committee | | Patrick R. Gaston, Chair Harriet Edelman John E. Fleming Ann Yerger |
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| Nominating and Corporate Governance Committee | | Virginia P. Ruesterholz, Chair Stephanie Bell-Rose Patrick R. Gaston Sue E. Gove Harsha Ramalingam Ann Yerger |
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| Business Transformation and Strategy Review Committee | | Andrea M. Weiss, Chair John E. Fleming Patrick R. Gaston Jeffrey A. Kirwan Johnathan B. Osborne Harsha Ramalingam |
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| CEO Search Committee | | Virginia P. Ruesterholz, Chair John E. Fleming Patrick R. Gaston Sue E. Gove Johnathan B. Osborne Mary A. Winston |
