BBBY 10-K Annual Report Feb. 25, 2023 | Alphaminr
BED BATH & BEYOND INC
ALPHAMINR

BBBY 10-K Fiscal year ended Feb. 25, 2023

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Income Statement
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BED BATH & BEYOND INC
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PROXIES
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DEF 14A
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DEF 14A
 		Filed on May 17, 2021
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 		Filed on June 18, 2020
DEF 14A
 		Filed on July 1, 2019
DEF 14A
 		Filed on May 31, 2018
DEF 14A
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DEF 14A
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DEF 14A
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TABLE OF CONTENTS
Part IItem 1 BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationItem 9C Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accounting Fees and ServicesPart IVItem 15 Exhibits, Financial Statement SchedulesItem 16 Form 10-k Summary

Exhibits

3.1 Company's Amended and Restated Certificate of Incorporation as amended through June 30, 2009 (incorporated by reference to the Company's Form 10-K for the year ended February 27, 2021 filed on April 22, 2021) 3.2 Amended and Restated By-Laws of Bed Bath & Beyond Inc. (incorporated by reference to Exhibit 3.1 to the Companys Form 8-K filed with the Commission on February 10, 2023) 3.3 Amended and Restated By-Laws of Bed Bath & Beyond Inc. (incorporated by reference to Exhibit 3.1 to the Companys Form 8-K filed with the Commission on June 19, 2019). 4.1 Indenture, dated as of July 17, 2014, relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior unsecured notes due 2034 and the 5.165% senior unsecured notes due 2044, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed with the Commission on July 17, 2014) 4.2 First Supplemental Indenture, dated as of July 17, 2014, relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior unsecured notes due 2034 and the 5.165% senior unsecured notes due 2044, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Form 8-K filed with the Commission on July 17, 2014) 4.3 Form of 3.749% senior unsecured notes due 2024 (incorporated by reference to Exhibit 4.3 to the Companys Form 8-K filed with the Commission on July 17, 2014) 4.4 Form of 4.915% senior unsecured notes due 2034 (incorporated by reference to Exhibit 4.4 to the Companys Form 8-K filed with the Commission on July 17, 2014) 4.5 Form of 5.165% senior unsecured notes due 2044 (incorporated by reference to Exhibit 4.5 to the Companys Form 8-K filed with the Commission on July 17, 2014) 4.6 Form of Warrant to Purchase Common Stock of Bed Bath& Beyond Inc. (incorporated by reference to Exhibit 4.1 to the Companys Form8-Kfiled on February10, 2023). 10.1 Credit Agreement, dated as of June 19, 2020, among Bed Bath & Beyond Inc., certain of the Companys U.S. and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 22, 2020) 10.2 Amended and Restated Credit Agreement, dated as of August 9, 2021, among the Company, certain of the Companys US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's 8-K filed August 10, 2021) 10.3 Amendment, dated August 31, 2022 to Amended and Restated Credit Agreement, dated as of August 9, 2021, among the Company, certain of the Companys US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Sixth Street Specialty Lending, Inc., as FILO agent and the lenders party thereto (incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed on October 18, 2022) 10.4 Second Amendment (including Amended Credit Facility) dated February 8, 2023 to the Amended and Restated Credit Agreement, dated as of August 9, 2021, among Bed Bath & Beyond Inc., certain of Bed Bath & Beyond Inc.s US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on February 10, 2023) 10.5 Third Amendment, dated as of March 6, 2023, to the Amended and Restated Credit Agreement, dated as of August 9, 2021, among Bed Bath & Beyond Inc., certain of Bed Bath & Beyond Inc.s US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Sixth Street Specialty Lending, Inc., as FILO agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on March 8, 2023) 10.6 Fourth Amendment, dated as of March 30, 2023, to the Amended and Restated Credit Agreement, dated as of August 9, 2021, among Bed Bath & Beyond Inc., certain of Bed Bath & Beyond Inc.s US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Sixth Street Specialty Lending, Inc., as FILO agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on March 30, 2023) 10.7 Fifth Amendment, dated as of April 6, 2023, to the Amended and Restated Credit Agreement, dated as of August 9, 2021, among Bed Bath & Beyond Inc., certain of Bed Bath & Beyond Inc.s US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Sixth Street Specialty Lending, Inc., as FILO agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on April 11, 2023) 10.8 Common Stock Purchase Agreement, dated March 30, 2023, by and between Bed Bath & Beyond Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on March 30, 2023) 10.9 Registration Rights Agreement, dated March 30, 2023, by and between Bed Bath & Beyond Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Bed Bath & Beyond Inc. on March 30, 2023) 10.1 Sales Agreement, dated March 30, 2023, by and between Bed Bath & Beyond Inc. and B. Riley Securities, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Bed Bath & Beyond Inc. on March 30, 2023) 10.11 Exchange Agreement, dated March 30, 2023, by and between Bed Bath & Beyond Inc. and HBC Investments LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Bed Bath & Beyond Inc. on March 30, 2023) 10.12* Employment Agreement between the Company and Laura Crossen (dated as of September 5, 2022) (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q filed on January 26, 2023) 10.13* Employment Agreement between the Company and Sue Gove (dated as of November 11, 2022) (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q filed on January 26, 2023) 10.14* Restricted Stock Unit Agreement between the Company and Sue Gove (dated June 29, 2022) (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q filed on September 30, 2022) 10.15* Separation Agreement and General Release between the Company and Mark J. Tritton (dated as of June 27, 2022) (incorporated by reference to Exhibit 10.3 to the Companys Form 10-Q filed on September 30, 2022) 10.16* Separation Agreement and General Release between the Company and John Hartmann (dated as of August 31, 2022) (incorporated by reference to Exhibit 10.4 to the Companys Form 10-Q filed on September 30, 2022) 10.17* Separation Agreement and General Release between the Company and Joseph G. Hartsig (dated as of August 31, 2022) (incorporated by reference to Exhibit 10.5 to the Companys Form 10-Q filed on September 30, 2022) 10.18* Companys 2004 Incentive Compensation Plan (incorporated by reference to Exhibit B to the Registrants Proxy Statement dated May 28, 2004 10.19* Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q for the quarter ended November 29, 2008) 10.20* Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q for the quarter ended November 29, 2008) 10.21* Bed Bath & Beyond Inc. Policy on Recovery of Incentive Compensation (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q for the quarter ended May 30, 2009) 10.22* Amendment dated as of August 13, 2010 to Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q for the quarter ended August 28, 2010) 10.23* Amendment dated as of August 13, 2010 to Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q for the quarter ended August 28, 2010) 10.24* Bed Bath & Beyond Inc. 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on June 26, 2012) 10.25* Performance-Based Form of Restricted Stock Agreement under 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.39 to the Companys Form 10-K for the year ended March 1, 2013) 10.26* Notice of Amendment to Restricted Stock Agreements, dated on or before June 11, 2012 (incorporated by reference to Exhibit 10.41 to the Companys Form 10-K for the year ended March 1, 2013) 10.27* Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on February 28, 2014) 10.28* Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010 (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed with the Commission on February 28, 2014) 10.29* Form of Standard Performance Unit Agreement under 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on May 9, 2014) 10.30* Form of Performance Stock Unit Agreement under 2012 Incentive Compensation Plan (effective 2016) (incorporated by reference to Exhibit 10.3 to the Companys Form 10-Q filed with the Commission on July 6, 2016) 10.31* Letter agreement dated February7, 2017 between the Company and Warren Eisenberg (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on February 9, 2017) 10.32* Letter agreement dated February 7, 2017 between the Company and Leonard Feinstein (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed with the Commission on February 9, 2017) 10.33* Form of Standard Performance Stock Unit Agreement under 2012 Incentive Compensation Plan (effective 2017) (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q filed with the Commission on June 30, 2017) 10.35* Bed Bath & Beyond Inc. 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Commission on June 29, 2018) 10.36* Form of Standard Performance Stock Unit Agreement under 2018 or 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on June 19, 2019) 10.37* Employment Agreement between the Company and Mark J. Tritton (dated as of October 6, 2019) (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on October 10, 2019) 10.38* Sign-On Restricted Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019) (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q filed with the Commission on January 9, 2020)) 10.39* Make-Whole Restricted Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019) (incorporated by reference to Exhibit 10.3 filed with the Commission on January 9, 2020) 10.40* Make-Whole Performance Stock Unit Agreement between the Company and Mark J. Tritton (dated as of November 4, 2019) (incorporate by reference to Exhibit 10.4 to the Companys Form 10-Q filed with the Commission on January 9, 2020) 10.41* Cooperation and Support Agreement (dated as of May 28, 2019) (incorporated by reference to Exhibit 99.2 to the Company's Form 8-K filed with the Commission on June 3, 2019) 10.42* Employment Agreement between the Company and John Hartmann (dated April 1, 2020) (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on April 21, 2020) 10.43* Employment Agreement between the Company and Gustavo Arnal (dated April 24, 2020) (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the Commission on April 30, 2020) 10.44* Employment Agreement between the Company and Cindy Davis (dated April 30, 2020) (incorporated by reference to Exhibit 99.1 to the Companys Form S-8 filed with the Commission on May 26, 2020) 10.45* Make-Whole Restricted Stock Unit Agreement between the Company and John Hartmann (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed with the SEC on July 8, 2020) 10.46* Sign-On Restricted Stock Unit Agreement between the Company and Gustavo Arnal (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed with the SEC on July 8, 2020) 10.47* Master Confirmation between JPMorgan Chase Bank, National Association and Bed Bath & Beyond Inc., dated October 28, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on October 28, 2020) 10.48* Employment Agreement between the Company and Joe Hartsig, dated February 26, 2020 (incorporated by reference to Exhibit 10.41 to the Company's Form 10-K filed with the SEC on April 22, 2021) 10.49* Make-Whole Restricted Stock Unit Agreement between the Company and Joe Hartsig, dated March 4, 2020 (incorporated by reference to Exhibit 10.42 to the Company's Form 10-K filed with the SEC on April 22, 2021) 10.50* Bed Bath & Beyond Inc. Compensation Recoupment Policy, dated as of January 2021 (incorporated by reference to Exhibit 10.43 to the Company's Form 10-K filed with the SEC on April 22, 2021) 10.51* Sign-On Restricted Stock Unit Agreement between the Company and Cindy Davis, dated May 26, 2020 (incorporated by reference to Exhibit 10.44 to the Company's Form 10-K filed with the SEC on April 22, 2021) 10.52* Form of Performance Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's 8-K filed on May 14, 2021) 10.53* Form of Restricted Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's 8-K filed on May 14, 2021) 10.54* Separation and General Release Agreement Between the Company and Cindy Davis (Dated as of August 30, 2021) (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed September 30, 2021) 10.55* Bed Bath& Beyond Inc. Executive Change in Control Severance Plan, dated as of April20, 2022 (incorporated by reference to Exhibit 10.49 to the Companys Form 10-K filed on April 21, 2022) 10.56* Employment Agreement between the Company and Rafeh Masood, dated April22, 2020 (incorporated by reference to Exhibit 10.50 to the Companys Form 10-K filed on April 21, 2022) 10.57* Amended Employment Agreement between the Company and Rafeh Masood, dated November2,2021 (incorporated by reference to Exhibit 10.51 to the Companys Form 10-K filed on April 21, 2022) 10.58* Cooperation Agreement, by and among Bed Bath & Beyond Inc., RC Ventures LLC and Ryan Cohen, dated as of March 24, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on March 25, 2022) 10.59* Bed Bath& Beyond Amended and Restated Short-Term Incentive Plan, dated April13, 2022 (incorporated by reference to Exhibit 10.53 to the Companys Form 10-K filed on April 21, 2022) 10.6 DIP Credit Agreement, by and among Bed Bath & Beyond and certain of its subsidiaries, the lenders party thereto and Sixth Specialty Lending, Inc., dated as of April 24, 2023 (incorporated by reference to Exhibit 10.1 to the Companys 8-K filed with the SEC on April 24, 2023 21** Subsidiaries of the Company 23** Consent of Independent Registered Public Accounting Firm 31.1** Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 31.2** Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 32** Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002