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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) January 24, 2023
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))
Securities registered pursuant to Section 12(b) of the Act:
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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On January 24, 2023, the board of directors (the “Board”) of Bed Bath & Beyond Inc. (the “Company”) appointed Ms. Carol Flaton as a director of the Board, effective immediately. The Board of the Company will not appoint Ms. Flaton to any committees of the Board at this time. The Board has determined that Ms. Flaton qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules.
Ms. Flaton will receive compensation equal to $30,000 per month (prorated based on the actual term of service), payable in cash in advance, for her service as a director of the Board.
There are no arrangements or understandings between Ms. Flaton and any other persons pursuant to which Ms. Flaton was selected as a director of the Board. None of Ms. Flaton or her immediate family members have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | BED BATH & BEYOND INC. |
| | | (Registrant) |
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| Date: January 26, 2023 | | By: | /s/ David M. Kastin |
| | | David M. Kastin |
| | | | Executive Vice President - General Counsel & Corporate Secretary |
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