Bed Bath & Beyond (BBBY)

signed), the name and address of such shareholder, as they appear on the Corporation’s books, (B) the Shareholder Ownership Information (as defined in Section 10(A)(1)(c) below) with respect to such shareholder of record and any beneficial owner on whose behalf the Special Meeting Request is made, including documentary evidence of such shareholder’s or beneficial owner’s record and beneficial ownership of any class or series of shares of the Corporation or Derivative Instruments (as defined in Section 10(A)(1)(c) below) included in the Shareholder Ownership Information with respect to such shareholder of record and any beneficial owner, (iv) set forth all information relating to each such shareholder that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder and (v) include a representation that the shareholder and any beneficial owners who submit the Special Meeting Request intends to appear in person at the special meeting to present the proposal(s) or business proposed to be brought before such special meeting.  In addition, each requesting shareholder shall promptly provide any other information reasonably requested by the Corporation in connection with the matters proposed to be acted on at such special meeting.  Any requesting shareholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary at the principal executive offices of the Corporation.  If any such revocation(s) are received by the Secretary after the Secretary’s receipt of Special Meeting Request(s) from the Requisite Percentage of record holders, and as a result of such revocation(s), there no longer are unrevoked Special Meeting Request(s) from the Requisite Percentage of record holders to call a special meeting, the Board of Directors shall have the discretion to determine whether or not to proceed with the special meeting, which determination shall be binding on the Corporation and its shareholders.

(b)         The Secretary shall not be required to call a special meeting upon shareholder request (a “Shareholder Requested Special Meeting”) if (i) the Special Meeting Request does not comply with this Section 3(B), (ii) the Board of Directors calls an annual or special meeting of shareholders to be held not later than one hundred twenty (120) days after the date on which valid Special Meeting Requests submitted by the Requisite Percentage of record holders (or their duly authorized agents) in accordance with this Section 3(B) have been delivered to the Secretary (the “Delivery Date”) and the purpose(s) of such meeting include (among other matters properly before such meeting) the purpose(s) specified by the Requisite Percentage of record holders (or their duly authorized agents) in the Special Meeting Request, (iii) the Special Meeting Request is received by the Corporation during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (iv) an identical or substantially similar item (a “Similar Item”) was presented at any meeting of shareholders held within ninety (90) days prior to the Delivery Date (and for purposes of this clause (iv), the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors), (v) the Special Meeting Request relates to an item of business that is not a proper subject for shareholder action under applicable law or (vi) the Special Meeting Request was made in a manner that involved a violation of the Exchange Act or the rules and regulations promulgated thereunder or other applicable law.  The Board of Directors shall determine in good faith whether the requirements set forth in this Section 3(B)(b) have been satisfied, which determination shall be binding on the Corporation and its shareholders.

(c)         Except as provided in the next sentence, any special meeting shall be held at such date and time as may be fixed by the Board of Directors in accordance with these By-

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laws and applicable law.  In the case of a Shareholder Requested Special Meeting, such meeting shall be held at such date and time as may be fixed by the Board of Directors; provided, however, that the date of any Shareholder Requested Special Meeting shall be not more than sixty (60) days after the record date for such meeting (the “Meeting Record Date”), which shall be fixed in accordance with Section 5; provided further that, if the Board of Directors fails to designate, within ten (10) days after the Delivery Date, a date and time for a Shareholder Requested Special Meeting, then such meeting shall be held at 9:00 a.m. local time on the 60th day after the Meeting Record Date (or, if that day shall not be a business day, then on the next preceding business day); and provided further that in the event that the Board of Directors fails to designate a place for a Shareholder Requested Special Meeting within ten (10) days after the Delivery Date, then such meeting shall be held at the Corporation’s principal executive offices.  In fixing a date and time for any Shareholder Requested Special Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of the Board of Directors to call an annual meeting or a special meeting, which determination shall be binding on the Corporation and its shareholders.  The Board of Directors shall provide written notice of such special meeting to the shareholders in accordance with Section 4.

(d)         Business transacted at any Shareholder Requested Special Meeting shall be limited to the specific purpose(s) stated in the Special Meeting Request(s); provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the shareholders at any Shareholder Requested Special Meeting.

of any resolutions proposed for consideration), (ii) bear the date of signature of each such shareholder (or duly authorized agent) signing the Special Meeting Request, (iii) set forth (A) as to each shareholder who signed such request (or on whose behalf the Special Meeting Request is signed), the name and address of such shareholder, as they appear on the Corporation’s books, (B) the Shareholder Ownership Information (as defined in Section 10(A)(1)(c) below) with respect to such shareholder of record and any beneficial owner on whose behalf the Special Meeting Request is made, including documentary evidence of such shareholder’s or beneficial owner’s record and beneficial ownership of any class or series of shares of the Corporation or Derivative Instruments (as defined in Section 10(A)(1)(c) below) included in the Shareholder Ownership Information with respect to such shareholder of record and any beneficial owner, (iv) set forth all information relating to each such shareholder that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder and (v) include a representation that the shareholder and any beneficial owners who submit the Special Meeting Request intends to appear in person at the special meeting to present the proposal(s) or business proposed to be brought before such special meeting.  In addition, each requesting shareholder shall promptly provide any other information reasonably requested by the Corporation in connection with the matters proposed to be acted on at such special meeting.  Any requesting shareholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary at the principal executive offices of the Corporation.  If any such revocation(s) are received by the Secretary after the Secretary’s receipt of Special Meeting Request(s) from the Requisite Percentage of record holders, and as a result of such revocation(s), there no longer are unrevoked Special Meeting Request(s) from the Requisite Percentage of record holders to call a special meeting, the Board of Directors shall have the discretion to determine whether or not to proceed with the special meeting, which determination shall be binding on the Corporation and its shareholders.

(b)         The Secretary shall not be required to call a special meeting upon shareholder request (a “Shareholder Requested Special Meeting”) if (i) the Special Meeting Request does not comply with this Section 3(B), (ii) the Board of Directors calls an annual or special meeting of shareholders to be held not later than one hundred twenty (120) days after the date on which valid Special Meeting Requests submitted by the Requisite Percentage of record holders (or their duly authorized agents) in accordance with this Section 3(B) have been delivered to the Secretary (the “Delivery Date”) and the purpose(s) of such meeting include (among other matters properly before such meeting) the purpose(s) specified by the Requisite Percentage of record holders (or their duly authorized agents) in the Special Meeting Request, (iii) the Special Meeting Request is received by the Corporation during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (iv) an identical or substantially similar item (a “Similar Item”) was presented at any meeting of shareholders held within ninety (90) days prior to the Delivery Date (and for purposes of this clause (iv), the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors), (v) the Special Meeting Request relates to an item of business that is not a proper subject for shareholder action under applicable law or (vi) the Special Meeting Request was made in a manner that involved a violation of the Exchange Act or the rules and regulations promulgated thereunder or other applicable law.  The Board of Directors shall determine in good faith whether the requirements set forth in this Section 3(B)(b) have been satisfied, which determination shall be binding on the Corporation and its shareholders.

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(c)         Except as provided in the next sentence, any special meeting shall be held at such date and time as may be fixed by the Board of Directors in accordance with these By-laws and applicable law.  In the case of a Shareholder Requested Special Meeting, such meeting shall be held at such date and time as may be fixed by the Board of Directors; provided, however, that the date of any Shareholder Requested Special Meeting shall be not more than sixty (60) days after the record date for such meeting (the “Meeting Record Date”), which shall be fixed in accordance with Section 5; provided further that, if the Board of Directors fails to designate, within ten (10) days after the Delivery Date, a date and time for a Shareholder Requested Special Meeting, then such meeting shall be held at 9:00 a.m. local time on the 60th day after the Meeting Record Date (or, if that day shall not be a business day, then on the next preceding business day); and provided further that in the event that the Board of Directors fails to designate a place for a Shareholder Requested Special Meeting within ten (10) days after the Delivery Date, then such meeting shall be held at the Corporation’s principal executive offices.  In fixing a date and time for any Shareholder Requested Special Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for meeting and any plan of the Board of Directors to call an annual meeting or a special meeting, which determination shall be binding on the Corporation and its shareholders.  The Board of Directors shall provide written notice of such special meeting to the shareholders in accordance with Section 4.

(d)         Business transacted at any Shareholder Requested Special Meeting shall be limited to the specific purpose(s) stated in the Special Meeting Request(s); provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the shareholders at any Shareholder Requested Special Meeting.