Bed Bath & Beyond (BBBY)

Director Independence

The Board of Directors, upon the advice of the Nominating and Corporate Governance Committee, has determined that each of Mses. Morrison and Stoller and Messrs. Adler, Barshay, Eppler, Gaston, Heller and Kaplan are “independent directors” under the independence standards set forth in The NASDAQ Listing Rule 5605(a)(2).  This determination was based on the fact that each of these directors is not an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  This independence assessment is analyzed annually in both fact and appearance to promote arms-length oversight.

In making its independence determinations, the Board of Directors considered transactions occurring since the beginning of fiscal 2006 between the Company and entities associated with the independent directors or members of their immediate family.  In each case, the Board of Directors determined that, because of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not impair the director’s independence.  The Board of Director’s independence determinations included reviewing the following relationships; however, in each case, no payments were made to any of the entities noted, during such entity’s last fiscal year, in excess of 1% of such entity’s consolidated gross revenues, where a director was a partner or owned more than a 10% equity interest in, or was an executive officer of, such entity:

·      Mr. Adler is a principal or executive officer of several private equity funds, each with broad commercial real estate holdings.  During the Company’s 2006 fiscal year, some of such funds had among their investments interests in entities which held real estate, portions of which

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Director Independence

The Board of Directors, upon the advice of the Nominating and Corporate Governance Committee, has determined that each of Mses. Morrison and Stoller and Messrs. Adler, Barshay, Eppler, Gaston, Heller and Kaplan are “independent directors” under the independence standards set forth in The NASDAQ Stock Market’s Marketplace Rule 4200(a)(15).  This determination was based on the fact that each of these directors is not an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  This independence assessment is analyzed annually in both fact and appearance to promote arms-length oversight.

In making its independence determinations, the Board of Directors considered transactions occurring since the beginning of fiscal 2005 between the Company and entities associated with the independent directors or members of their immediate family. In each case, the Board of Directors determined that, because of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not impair the director’s independence. The Board of Director’s independence determinations included reviewing the following relationships:

·                  Mr. Adler is a principal or executive officer of several private equity funds, each with broad commercial real estate holdings.  During the Company’s 2005 and 2006 fiscal years, some of such funds had among their investments interests in entities which held real estate, portions of which were leased to the Company or its subsidiaries for the operation of stores, and the Company currently plans to enter into leases for two store locations with one of such entities.  The Company also leases certain store locations from Developers Diversified Reality Corp. (or its affiliates), on whose Board of Directors Mr. Adler serves.

·                  Mr. Barshay is an executive officer of Schering-Plough Consumer HealthCare Products, which manufactures a wide variety of consumer goods (available for sale at many retail outlets), some of which are purchased by the Company for resale in the ordinary course of business.

·                  Mr. Eppler is a (non-equity) pensioned partner of Proskauer Rose LLP, which has received fees for legal services from the Company during the past three fiscal years and which is continuing to provide legal services to the Company during fiscal 2008.

·                  Mr. Gaston is the President of Verizon Foundation, the philanthropic entity of Verizon Communications Inc.  The Company purchases a portion of its telecommunications services from Verizon Communications Inc. on terms and pricing generally available to Verizon customers.

·                  Mr. Kaplan is a Senior Director of The Goldman Sachs Group, Inc., which receives commissions in connection with the Company’s stock repurchase program.

·                  Ms. Morrison was a partner of Riker, Danzig, Scherer, Hyland & Perretti LLP during fiscal 2006 and 2005.  This firm has received fees for legal services from the Company during the past three fiscal years.

No such director was a partner or owned more than a 10% equity interest in, or was an executive officer of, any of the business or professional entities described above during such entity’s last fiscal year in a case where the Company made payments to such entity that exceeded 1% of such entity’s consolidated gross revenues during such fiscal year.

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Director Independence

The Board of Directors, upon the advice of the Nominating and Corporate Governance Committee, has determined that each of Mses. Morrison and Stoller and Messrs. Eppler, Adler, Barshay, Gaston, Heller and Kaplan are “independent directors” under the independence standards set forth in The NASDAQ Stock Market’s Marketplace Rule 4200(a)(15).  This determination was based on the fact that each of these directors is not an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  This independence assessment is analyzed annually in both fact and appearance to promote arms-length oversight.

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In making its independence determinations, the Board of Directors considered transactions occurring since the beginning of fiscal 2004 between the Company and entities associated with the independent directors or members of their immediate family. In each case, the Board of Directors determined that, because of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not impair the director’s independence. The Board of Director’s independence determinations included reviewing the following relationships:

·                  Mr. Eppler is a pensioned partner of Proskauer Rose LLP, which has received fees for legal services from the Company during the past three fiscal years and which is continuing to provide legal services to the Company during fiscal 2007.

·                  Mr. Adler is a principal or executive officer of several private equity funds, each with broad commercial real estate holdings.  During the past three fiscal years, some of such funds had among their investments interests in entities which held real estate, portions of which were leased to the Company or its subsidiaries for the operation of stores.

·                  Mr. Barshay is an executive officer of Schering-Plough Consumer HealthCare Products, which manufactures a wide variety of consumer goods, some of which are purchased by the Company for resale in the ordinary course of business.

·                  Mr. Gaston is the President of Verizon Foundation.  The Company purchases a small portion of its telecommunications services from Verizon Communications Inc., an affiliate of Verizon Foundation, on terms and pricing generally available to Verizon customers.

·                  Mr. Kaplan is a Senior Director of The Goldman Sachs Group, Inc., which received commissions in connection with the Company’s stock repurchase program.

·                  Ms. Morrison was a partner of Riker, Danzig, Scherer, Hyland & Perretti LLP before March 1, 2007.  This firm has received fees for legal services from the Company during the past three fiscal years.