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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) February 16, 2022
BED BATH & BEYOND INC.
(Exact name of registrant as specified in its charter)
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| New York | | 0-20214 | | 11-2250488 |
| (State or other jurisdiction of incorporation or organization) | | (Commission
File Number) | | (IRS Employer 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | BBBY | | The Nasdaq Stock Market LLC |
| | | | (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 16, 2022, the Board of Directors (the “Board”) of Bed Bath & Beyond Inc. (the “Company”) increased the size of the Board from 10 to 11 directors and appointed Mr. Minesh Shah to the Board, effective March 1, 2022. Mr. Shah is the Chief Operations Officer of Stitch Fix, Inc. Mr. Shah will be compensated in accordance with the Company’s standard compensation policies and practices for its non-employee directors, which are generally described in the Company’s Proxy Statement for its 2021 Annual Meeting of Shareholders.
Item 7.01 Regulation FD Disclosure
A copy of the press release issued by the Company regarding Mr. Shah’s appointment to the Board is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. | Exhibit |
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| 99.1 | |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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| | | BED BATH & BEYOND INC. |
| | | (Registrant) |
| | | |
| Date: February 17, 2022 | | By: | /s/ Gustavo Arnal |
| | | Gustavo Arnal |
| | | | Chief Financial Officer |
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