f8k_070714.htm
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) July 7, 2014
 
BED BATH & BEYOND INC.
(Exact name of registrant as specified in its charter)
 
New York
  
0-20214
  
11-2250488
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
of incorporation)
H
File Number)
  
Identification No.)
 
 
650 Liberty Avenue
Union, New Jersey 07083
(Address of principal executive offices)   (Zip Code)
 
(908) 688-0888
(Registrant’s 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:
 
 
o               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o               Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 
 
 
Item 5.07    Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting of Shareholders of the Company held on July 7, 2014, the following items were voted upon:  (1) the election of ten directors of the Company for terms expiring in 2015; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 28, 2015; and (3) a proposal to consider the approval, by non-binding vote, of the 2013 compensation paid to the Company’s named executive officers, known as the “say-on-pay” proposal.  The voting results with respect to each of the matters described were as follows:

1.   The ten directors were elected based upon the following votes:
 
Nominee
  
For
    
Against
    
Abstain
    
Broker
Non-Votes
  
Warren Eisenberg
     155,335,370       2,344,160       197,077       13,579,025  
Leonard Feinstein
     155,339,892       2,339,278       197,437       13,579,025  
Steven H. Temares
     156,243,056       1,457,784       175,767       13,579,025  
Dean S. Adler
     154,396,396       3,304,746       175,465       13,579,025  
Stanley F. Barshay
     155,207,601       2,491,202       177,804       13,579,025  
Geraldine T. Elliott
     157,385,995       326,385       164,227       13,579,025  
Klaus Eppler
     145,758,772       11,942,048       175,787       13,579,025  
Patrick R. Gaston
     157,338,249       269,775       268,583       13,579,025  
Jordan Heller
     156,463,601       1,234,264       178,742       13,579,025  
Victoria A. Morrison
     154,304,510       3,408,574       163,523       13,579,025  

  2.   The appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 28, 2015 was ratified based upon the following votes:

For
  
Against
  
Abstain
169,933,439
  
1,361,212
  
160,981

  3.   The 2013 compensation paid to the Company’s named executive officers, known as the “say-on-pay” proposal, was approved, by non-binding vote, based upon the following votes:

For
  
Against
  
Abstain
  
Broker Non-Votes
112,969,706
  
44,217,354
  
689,547
  
13,579,025

 
 
 
 
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 hereunto duly authorized.
 
 
BED BATH & BEYOND INC.
 
(Registrant)
     
Date: July 9, 2014
By:
/s/  Susan E. Lattmann
   
Susan E. Lattmann
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)