Bed Bath & Beyond Explains Shareholder Meeting

Bed Bath & Beyond Inc. has disclosed information related to the company’s upcoming Special Meeting of Shareholders scheduled to be held on May 9 at 10 am EDT. The company also addressed several frequently asked questions that have been received recently.

Sue Gove, President & CEO of Bed Bath & Beyond Inc. said, “We recognize this past year has been among the most difficult in our company’s history. Particularly over the last several months, we are grateful to have overcome immediate challenges and impediments again and again thanks to the support of our customers, associates, business partners, and shareholders. Our dedication to delivering for our supporters remains unwavering and we will continue to pursue our operational and financial goals to drive our turnaround.”

“We are seeking shareholder approval for a reverse stock split to continue raising the necessary capital to fulfill our business goals. We understand the choices we have had to make to improve our liquidity have led to speculation both about our business and our stock. We are taking the necessary steps as part of our financial strategy to sustain and grow our business.

“One thing remains true — many families, including our 20 million and growing Welcome Rewards members, continue to visit our beloved brands, Bed Bath & Beyond and buybuy BABY, to find solutions for life’s special moments.  We have operated for more than 50 years, and we are determined to deliver for the long-term benefit of our stakeholders.”

The announcement intends to answer questions regarding the company’s upcoming shareholder vote and its stock.  The company plans to continue addressing inquiries in future communications.

• There were 428,098,624 BBBY shares outstanding as of March 27, the record date for the Special Meeting of Shareholders that is scheduled for May 9.
• Only the holders of these shares, whose trades have settled as of the record date, are entitled to vote at the Special Meeting of Shareholders.  Other transactions related to trading in BBBY shares, such as share borrowing, derivatives (including options contracts) or short selling, do not impact the number of shares entitled to vote at the Special Meeting of Shareholders.
• A definitive proxy statement detailing the company’s proposals for shareholder approval, was filed on April 5. Copies of the proxy and voting materials are being delivered to investors, and to brokerage firms holding shares on behalf of investors in street name. Various distribution agents are responsible for forwarding proxy materials on behalf of banks, brokers and other nominees. Such investors are encouraged to reach out to their brokers if proxy materials have not yet been forwarded to them by their brokers by the end of this week.
• The company has received several inquiries from shareholders regarding “naked short selling.” The company does not have specific access to information regarding any share lending or short selling transactions.  While the company is unable to confirm such activity, the company denounces any market manipulation of its stock.
• The company has received requests for the number of directly registered shares. Once the company can confirm an approximate count, it aims to release this information in future communications.
• The outstanding share count presented above includes those shares held by both domestic and international investors. The company understands that certain international brokerage houses may restrict international investors’ ability to cast their votes. Affected international investors may wish to seek out other brokers who facilitate shareholder voting for future elections.

The Company will regularly update its Investor Relations website with information about the Special Meeting of Shareholders, in addition to general information about its business.

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