Bed Bath & Beyond (BBBY) Proxy filing summary

Executive summary

• Special Meeting called to approve issuance of common stock upon conversion of $112.6M in 5.00% Senior Convertible Notes due 2033, issued as part of the TCS Merger completed July 8, 2026.

• The merger made The Container Store Holdings a wholly owned subsidiary, expanding the company's retail and home services portfolio.

• Stockholder approval is required under NYSE rules as conversion could exceed 20% of outstanding shares, potentially diluting existing holders.

• If approval is not obtained, interest on the notes increases to 10% and then 12%, and conversions must be settled in cash, risking liquidity.

• Board unanimously recommends voting FOR both the Stock Issuance and Adjournment Proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of shares upon conversion of Convertible Notes to comply with NYSE Section 312.03.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals require a majority of votes cast for approval; Board recommends FOR both.

• Failure to approve Proposal 1 increases interest on notes and may force cash settlements, impacting financial health.

Board of directors and corporate governance

• No changes to the Board as a result of the TCS Merger.

• Board conducted extensive review and negotiations, weighing strategic growth, integration risks, and dilution.

• Board believes the merger and related transactions are in the best interests of stockholders.