Bed Bath & Beyond Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$BBBY
Catalog/Specialty Distribution
Consumer Discretionary
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
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(801 ) 947-3100
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below under Item 5.07 of this Current Report on Form 8-K, on May 14, 2026, Bed Bath & Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”), at which the Company’s stockholders, at the recommendation of the Board of Directors of the Company, approved an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan (the “Restated Plan”). The approval of the Restated Plan by stockholders approved an increase in the number of shares available for issuance under the Restated Plan by 4,291,000 newly authorized shares, plus shares that become available through the amended share recycling provisions. A further description of the Restated Plan is included in the section titled “Proposal 6 – Approval of an Amendment and Restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 27, 2026 (the “Definitive Proxy Statement”).
The foregoing description of the Restated Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Company’s 2026 Annual Meeting, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). The Charter Amendment amends the Company’s Charter to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per shares from 100,000,000 to 200,000,000 shares. A further description of the Charter Amendment is included in the section titled “Proposal Four – Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock” in the Company’s Definitive Proxy Statement.
On May 14, 2026, the Company filed a Certificate of Amendment containing the Charter Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 14, 2026. There were 69,342,333 shares of stock outstanding eligible to be voted at the Annual Meeting, of which 49,326,700 shares of stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which are described in detail in the Definitive Proxy Statement.
Proposal 1 - Election of Directors
The election of the individuals named below as members of the Board of Directors, to serve for a term of one year ending at the 2027 annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal, was approved by the following vote:
| Name | For | Withheld | Broker Non-Votes | ||||||||
| Marcus A. Lemonis | 31,348,555 | 825,443 | 17,152,702 | ||||||||
| Joanna C. Burkey | 30,659,298 | 1,514,700 | 17,152,702 | ||||||||
| Barclay F. Corbus | 23,454,567 | 8,719,431 | 17,152,702 | ||||||||
| William B. Nettles, Jr. | 23,474,943 | 8,699,055 | 17,152,702 | ||||||||
| Debra G. Perelman | 29,851,895 | 2,322,103 | 17,152,702 | ||||||||
| Dr. Robert J. Shapiro | 24,207,575 | 7,966,423 | 17,152,702 | ||||||||
| Joseph J. Tabacco, Jr. | 24,350,446 | 7,823,552 | 17,152,702 | ||||||||
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Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 41,252,797 | 7,983,094 | 90,809 | 0 | ||||||||
Proposal 3 – Say on Pay Vote
The approval, on an advisory (non-binding) basis, of the compensation paid by the Company to its named executive officers (the “Say on Pay Vote”), was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 30,810,623 | 1,185,181 | 178,194 | 17,152,702 | ||||||||
Proposal 4 – Amendment to the Company’s Amended and Restated Certificate of Incorporation
The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 45,515,674 | 3,479,427 | 331,599 | 0 | ||||||||
Proposal 5 – Adjournment of the Annual Meeting
The approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 4 and/or Proposal 6 was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 45,370,533 | 3,833,448 | 122,719 | 0 | ||||||||
Although Proposal 5 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposals 4 and 6.
Proposal 6 – Amendment and Restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan
The approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,266,406 | 2,655,543 | 252,049 | 17,152,702 | ||||||||
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit | ||||
| Certificate of Amendment to Amended and Restated Certificate of Incorporation | |||||
Amended and Restated Bed Bath & Beyond, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed by the Company with the SEC on March 11, 2026) | |||||
104 | The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document. | ||||
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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. | ||||||||
| By: | /s/ Melissa Smith | |||||||
| Melissa Smith | ||||||||
| General Counsel and Corporate Secretary | ||||||||
| Date: | May 19, 2026 | |||||||
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