Current Report Filing (8-k)
03 July 2019 - 6:40AM
Edgar (US Regulatory)
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 26, 2019
BED BATH & BEYOND INC.
(Exact name of registrant as specified in its charter)
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New York
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0-20214
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11-2250488
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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650 Liberty Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)
(908)
688-0888
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4
(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common stock, $.01 par value
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BBBY
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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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 Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with Interim Chief
Executive Officer
On June 26, 2019, Bed Bath & Beyond Inc. (the Company) entered into an employment
agreement (the Employment Agreement) with Mary A. Winston, who is a member of the Board of Directors of the Company (the Board) and became the Interim Chief Executive Officer of the Company effective as of May 12, 2019.
The terms of the Employment Agreement were set by the newly constituted Compensation Committee of the Board upon advice of Arthur J. Gallagher & Co. Human Resources & Compensation Consulting Practice, the Compensation
Committees independent compensation consultant, and were benchmarked against market practices with respect to compensation of interim chief executive officers at companies with comparable annual revenues.
The Employment Agreement provides for
at-will
employment without a specified term, an annual base
salary equal to $1,100,000, and a grant of shares of time vesting restricted stock under the Companys 2012 Incentive Compensation Plan equal in value to $1,900,000 based on the average of the high and low
per-share
trading price of Company common stock on the date of grant (the TVRS Award). The TVRS Award was granted to Ms. Winston on June 28, 2019, and will vest on May 12, 2020,
subject, in general, to Ms. Winston remaining in the Companys employ on the vesting date. The Employment Agreement also provides that the TVRS Award will vest in full if, prior to the vesting date, (i) the Company terminates
Ms. Winstons employment other than for Cause (including a termination because the Company hires a replacement chief executive officer), (ii) a constructive termination of Ms. Winstons employment occurs,
or (iii) Ms. Winstons employment is terminated due to her death or disability, in each case, subject to Ms. Winstons execution and
non-revocation
of a release of
claims. Cause is defined in the Employment Agreement as when Ms. Winston has: (i) acted in bad faith or with dishonesty; (ii) willfully failed to follow reasonable and lawful directions of the Board;
(iii) performed her duties with gross negligence; or (iv) been convicted of a felony. A constructive termination is defined in the Employment Agreement as the Companys material breach of one or more terms of the
Employment Agreement.
The description of the Employment Agreement in this Current Report on
Form 8-K
is a
summary of, and is qualified in its entirety by, the terms of the Employment Agreement. A copy of the Employment Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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.
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BED BATH & BEYOND INC.
(Registrant)
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Date: July 2, 2019
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By:
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/s/ Robyn M. DElia
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Robyn M. DElia
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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