BED BATH & BEYOND, INC.
For the period ended May 14, 2026. Filed Mar 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Mar 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Bed Bath & Beyond, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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433 Ascension Way, 3 rd Floor
Murray, Utah 84123
Notice of Annual Meeting of Stockholders
To Be Held at 2:00 p.m. Mountain Time on May 14, 2026
Dear Fellow Stockholders:
We cordially invite you to attend the 2026 Annual Meeting of Stockholders of Bed Bath & Beyond, Inc. (the “Company” or “Bed Bath & Beyond”) at 2:00 p.m. Mountain Time on May 14, 2026 (the “Annual Meeting”). In order to provide expanded access and enable more of our stockholders to attend and participate, the meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions, and vote online. The meeting can be accessed by visiting https://meetnow.global/MZVMNUH and entering your control number (which can be found on your proxy card or notice of internet availability mailed to you).
At the meeting, stockholders will vote on the following matters:
| 1. | The election of each of Marcus A. Lemonis, Joanna C. Burkey, Barclay F. Corbus, William B. Nettles, Jr., Debra G. Perelman, Dr. Robert J. Shapiro, and Joseph J. Tabacco, Jr. to the Board; |
| 2. | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | 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”); |
| 4. | The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to increase the number of authorized shares of common stock (the “Share Increase Amendment”); |
| 5. | 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 (the “Adjournment Proposal”); and |
| 6. | The approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan. |
Stockholders will also consider and act upon any other matter properly coming before the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting.
Following the Annual Meeting, we intend to answer appropriate questions.
Stockholders of record at the close of business on March 17, 2026, are entitled to vote at the meeting and any continuations, postponements, or adjournments. To ensure that your vote is recorded promptly, please submit a proxy as soon as possible, even if you plan to virtually attend the meeting. We encourage you to submit a proxy to have your shares voted at the meeting via the internet or by telephone. If you received a printed set of proxy materials, you also have the option of submitting your proxy by completing, signing, dating, and returning the proxy card that accompanied the printed materials. Submitting your vote prior to the meeting will not affect your right to vote at the meeting if you decide to attend virtually.
2026 Proxy Statement | i
We are mailing to some of our stockholders a notice of internet availability of proxy materials instead of a paper copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). The notice contains instructions on how to access the Proxy Statement and 2025 Form 10-K via the internet. The notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2025 Form 10-K and a form of proxy card or voting instruction card, as applicable. Stockholders who do not receive a notice of internet availability of proxy materials will receive a paper copy of the proxy materials by mail. We anticipate that this process will minimize the costs of printing and distributing our proxy materials.
Thank you for being a stockholder. We appreciate your ownership interest in and support of Bed Bath & Beyond.
Sincerely,
Marcus A. Lemonis
Chief Executive Officer & Executive Chairman of the Board of Directors
March 26, 2026
Murray, Utah
ii | 2026 Proxy Statement
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 14, 2026.
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
ended December 31, 2025 are available at https://investors.beyond.com/financials/annual-reports.
Whether or not you plan to virtually attend the meeting, please submit your proxy via the internet, telephone, or by completing, signing, dating, and returning your Proxy Card in the enclosed prepaid business reply envelope.
2026 Proxy Statement | iii
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