Current Report Filing (8-k)
June 01 2020 - 8:05AM
Edgar (US Regulatory)
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2020-05-28
2020-05-29
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported) May 29, 2020
BED
BATH & BEYOND INC.
(Exact name of registrant
as specified in its charter)
New York
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0-20214
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11-2250488
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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650
Liberty Avenue, Union, New Jersey 07083
(Address of principal
executive offices) (Zip Code)
(908) 688-0888
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4
(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which
registered
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Common
stock, $.01 par value
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BBBY
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The
Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On May 29, 2020, the Board of Directors
(the “Board”) of Bed Bath & Beyond Inc. (the “Company”) appointed Harriet Edelman as independent Chair
of the Board, effective immediately. Patrick Gaston has stepped down as Chairman of the Board and, after 13 years as a director
of the Company, has notified the Board that he does not plan to stand for re-election at the Company’s 2020 Annual Meeting
of Shareholders. The Company gratefully acknowledges Mr. Gaston’s 13 years of dedicated service on the Board and his leadership
as Chairman of the Board. Mr. Gaston’s decision not to seek reelection was not the result of any disagreement with the Company.
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Item 7.01
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Regulation FD Disclosure.
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On June 1, 2020, the Company issued a press
release announcing the matters set forth above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference into this Item 7.01.
The information in Item 7.01 of this Current
Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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BED BATH & BEYOND INC.
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(Registrant)
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Date: June 1, 2020
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By:
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/s/ Gustavo Arnal
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Gustavo Arnal
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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