Bed Bath & Beyond (BBBY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with stockholders able to vote and ask questions online.

• Stockholders of record as of March 17, 2026, are entitled to vote on all proposals.

• Proxy materials are available online, with options for electronic or paper delivery to minimize costs and environmental impact.

• The Board recommends voting FOR all proposals presented at the meeting.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms: Marcus A. Lemonis, Joanna C. Burkey, Barclay F. Corbus, William B. Nettles, Jr., Debra G. Perelman, Dr. Robert J. Shapiro, and Joseph J. Tabacco, Jr.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory (non-binding) vote on executive compensation (Say on Pay).

• Approval of an amendment to increase authorized shares of common stock from 100 million to 200 million.

• Approval of adjournment of the meeting if more time is needed to solicit votes for key proposals.

• Approval of an amendment and restatement of the 2005 Equity Incentive Plan, increasing shares available for equity awards.

Board of directors and corporate governance

• Board consists of seven members, all independent except the CEO/Executive Chairman.

• Board committees include Audit, Compensation, Investment, Nominating and Corporate Governance, and Technology.

• Board and committees meet regularly, with all directors attending at least 75% of meetings.

• Lead independent director role established when Chairman is not independent.

• Board conducts periodic self-evaluations and has a director resignation policy for uncontested elections.