This excerpt taken from the BBBY DEF 14A filed Jun 1, 2005.
Why is our Board of Directors classified?
In 1997, the Company's shareholders voted to amend the Company's Certificate of Incorporation and create a classified Board of Directors, by nearly a 2 to 1 margin. The first reason offered at the time in support of the amendment was the promotion of stability and continuity in governance and operations.
The creation of a classified Board of Directors was also intended to encourage any third party interested in acquiring the Company, or a controlling interest in the Company, to approach the Board and management first, who then would be better able to protect the interests of all shareholders through careful assessment and, if necessary, negotiation.