Bed Bath & Beyond (BBBY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with voting on key proposals and director elections.

• Stockholders of record as of March 17, 2026, are entitled to vote, with 69,342,333 shares outstanding.

• Proxy materials are available online, and the company encourages electronic delivery to reduce costs and environmental impact.

• The proxy statement contains forward-looking statements regarding goals, strategies, and executive compensation.

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 share reserve and updating plan terms.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent; only the CEO/Executive Chairman is not independent.

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

• The board emphasizes diversity in skills, experience, and tenure, and conducts regular self-evaluations.

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

• Policies in place for director nominations, succession planning, and interested party communications.