Bed Bath & Beyond (BBBY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2025, with voting on director elections, auditor ratification, executive compensation, and amendments to the equity incentive plan, including special awards for the Executive Chairman.

• Stockholders of record as of March 24, 2025, are entitled to vote, with 55,078,218 shares outstanding.

• The Board recommends voting FOR all proposals, including director nominees, auditor ratification, say-on-pay, and both equity plan amendments.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, ratification of KPMG LLP as auditor, advisory vote on executive compensation, approval of an amended and restated 2005 Equity Incentive Plan, and approval of increased award limits for the Executive Chairman.

• Board unanimously recommends FOR all proposals.

• Voting can be done online, by phone, or by mail, and a majority of shares present or by proxy constitutes a quorum.

Board of directors and corporate governance

• The Board consists of seven members, with all but the Executive Chairman considered independent.

• In 2024, the Board and stockholders approved declassification, moving to annual elections for all directors.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Technology, all with independent members.

• Board skills include senior leadership, finance, technology, ESG, and global business experience.