This excerpt taken from the BBBY 8-K filed Apr 9, 2009.
Adoption of Clawback Policy and Amendment of Corporate Governance Guidelines.
The Board adopted a clawback policy (the Policy) applicable to the Companys Named Executive Officers (as defined under Item 402(a)(3) of SEC Regulation S-K, currently the Companys co-chairs, chief executive officer, president and chief financial officer). The Policy provides that, the Company will, to the extent permitted by applicable law, seek reimbursement with respect to incentive compensation paid or awarded to a Named Executive Officer after February 28, 2009 where (i) the payment or award (or the vesting of such award) was predicated upon the achievement of financial results, which financial results were the product of fraudulent activity or that were subsequently the subject of a material negative restatement, (ii) in the Boards view such executive engaged in fraud or conduct known by the executive to be in violation of SEC rules and regulations or
Company policy that caused or that otherwise makes such executive personally responsible for the fraudulent activity or the need for the restatement, and (iii) a lower payment or award would have been made to such executive (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results or the financial results that would have pertained absent such fraudulent activity. In each such instance, the Board will seek to recover such portion of such executives incentive compensation for the relevant period as the Board deems appropriate after a review of any factors or information it considers appropriate or relevant.
Where incentive compensation covered by the Policy consists of an equity award, including circumstances where vesting with respect to such equity award is predicated on the achievement of financial results as aforesaid, the Board shall take such action as it deems appropriate consistent with the foregoing principles, including, where appropriate, seeking to the extent described above the cancellation of stock or option awards or reimbursement of gains realized on the exercise of stock options or the sale of shares.
The Board also amended the Companys Corporate Governance Guidelines (the Guidelines) to, among other things, add the Policy to the Guidelines. The Guidelines are available on the Companys website at www.bedbathandbeyond.com.