Bed Bath & Beyond (BBBY)

How do shareholders participate with respect to executive compensation?

The Board recognizes shareholder interest in executive compensation practices.  Three years ago, the Company presented its 2004 Incentive Compensation Plan for shareholder ratification at that year’s Annual Meeting, and over 80% of the shares voted at the meeting approved the Plan.  This year, in accordance with the new proxy rules, the Company has presented shareholders in the pages that follow a detailed explanation of its compensation policies and objectives.  With respect to the executive officers of the Company, those policies and objectives are administered by the Board’s independent Compensation Committee, which possesses the knowledge and context of the Company’s business necessary to make informed decisions with respect to executive compensation.

Last year, the Company submitted for shareholder vote an amendment to its charter to provide for the annual election of directors.  The measure passed, and each year starting with this year’s election, directors whose terms are expiring will be nominated and submitted to shareholders for one year terms.  In addition, last year a committee of independent directors, in connection with their review of the Company’s equity grant procedures, recommended improvements to the Company’s equity grants process, which improvements were adopted by the full Board and are being implemented by the Company.

The Board believes the current structure is effective from a governance standpoint, where shareholders elect directors who are then responsible to apply the necessary level of knowledge and understanding of the Company’s objectives to assure its goals with respect to executive compensation are met.  The Company’s performance since its initial public offering in 1992 suggests the long-term interests of shareholders are being reflected appropriately in its compensation practices.