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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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PSU and RSU Award Agreements
On May 10, 2021, the Compensation Committee of the Board of Directors (the “Committee”) of Bed Bath & Beyond Inc. (the “Company”)
approved new form of award agreements for “performance stock units” (“PSUs”, and such award agreement, the “PSU Award Agreement”) and for “restricted stock units” (“RSUs”, such award agreement, the “RSU Award Agreement”, and together with the PSU
Award Agreement, the “Award Agreements”), in each case, under the Company’s 2012 Incentive Compensation Plan. The Award Agreements are based on the forms of award agreement previously used, but (i) under the RSU Award Agreement, instead of cliff
vesting after three years, awards will vest in ratable annual installments over three years from the date of grant, (ii) under the PSU Award Agreement, upon qualifying terminations in connection with a change in control, a prorated portion of the
PSUs will vest, based on actual performance if determinable at the time of the termination and otherwise at target, and (iii) under the Award Agreements, participants are eligible to petition the Committee to retire and remain eligible to receive a
prorated portion of the PSUs and RSUs, subject to attainment through the performance period of the applicable performance goal for the PSUs. In addition to approval by the Committee, in order to be eligible for retirement, (i) the sum of the
participant’s years of age and years of service to the Company or its affiliates must equal 65 or more years, (ii) the participant must have provided at least five years of service, (iii) the participant must provide at least six months’ advance
written notice of intent to retire and (iv) the participant must comply with applicable restrictive covenants and not be terminated for cause prior to the expiration of such notice period. The PSU Award Agreement and RSU Award Agreement were used
for annual grants made to our NEOs and other participants on May 10, 2021. In addition, the Committee adopted the performance goals applicable to the PSU awards granted on May 10, 2021, determining to add a goal based on adjusted gross margin for
fiscal 2023 in addition to a three-year relative TSR goal consistent with prior grants.
A copy of the form of PSU Award Agreement and RSU Award Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively. The
summary of the PSU Award Agreement and RSU Award Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the attached forms.
Short-Term Incentive Plan
On May 10, 2021 and effective on the same date, the Committee amended the Bed Bath & Beyond Inc. Short-Term Incentive Plan (the “STIP”
and the changes effected under the amended plan, the “STIP Amendment”). The STIP Amendment modifies the definition of cause to include breaches of Company policies, agreements or arrangements and clarifies the Committee’s ability to characterize
terminations as for cause based on facts or circumstances discovered after such termination. In addition, the STIP Amendment provides that, unless otherwise determined by the Committee, amounts payable pursuant to the STIP shall be forfeited upon a
termination of employment prior to the payment of such bonus, except in limited circumstances related to death, disability or certain terminations without cause, including in connection with a change in control.
The foregoing description of the STIP is qualified in its entirety by reference to the full text of the STIP, which is filed as Exhibit
10.3 to this Current Report on Form 8-K and is incorporated herein by reference.