Departure of Directors or Certain



 


On May 17, 2021, Bed Bath &
Beyond Inc. (the “Company”) announced that John Barresi has been appointed as the Chief Accounting Officer of the Company,
effective as of June 7, 2021 or such earlier date as the Company and Mr. Barresi may mutually agree (the “Effective Date”).
Mr. Barresi, 48, comes to the Company from Tiffany & Co. where he has served as Vice President of Global Business Transformation since
February 2017. In this role, Mr. Barresi was responsible for the oversight and management of a multi-year effort to replace or upgrade
the company’s business processes and information systems. He previously served as Tiffany’s Vice President and Corporate Controller
and led its accounting, external reporting, internal controls, and financial reporting processes. Prior to joining Tiffany in 2009, he
was the Chief Audit Executive for The McGraw-Hill Companies. A Certified Public Accountant, Mr. Barresi began his career with PwC in audit
and business advisory capacities. The Company issued a press release on May 17, 2021 announcing Mr. Barresi’s appointment.


 


In connection with Mr. Barresi’s
appointment as the Chief Accounting Officer of the Company, the Company entered into an offer letter (the “Offer Letter”)
with Mr. Barresi, dated as of May 6, 2021, including the following key terms:


 


  

Cash Compensation

. Mr. Barresi’s annual base salary will equal $425,000, and he will be eligible to receive a cash
performance bonus subject to and in accordance with the Company’s short-term incentive compensation plan for Senior Vice Presidents,
with a target payout opportunity equal to 50% of his base salary, to be earned based upon the achievement of key business results and
will be prorated based on Mr. Barresi’s start date.


 


  

Long-Term Equity Incentives

. Mr. Barresi will be eligible to receive a long-term, equity-based incentive award subject to
and in accordance with the Company’s incentive compensation plan for Senior Vice Presidents, with a target value at grant date equal
to 100% of his base salary. 


 


  

Severance

. If the Company terminates Mr. Barresi’s employment without cause, he will receive, subject to continued
compliance with post-termination obligations, an amount equal to his base salary (excluding incentive compensation), paid in normal payroll
installments in accordance with the Company’s then payroll practices, for a period of 26 weeks following the date of termination,
subject to extension through the first anniversary of the date of termination based on any extension of the restrictive covenants as described
below.


 


  

Restrictive Covenants

. The Offer Letter also provides for non-competition, non-solicitation and non-interference during
the term of employment and for twelve months thereafter, except in the case of a termination by the Company without cause, in which case
the non-compete provision will apply for at least 26 weeks and may be extended at the election of the Company through the first anniversary
of the date of termination .


 



 


 



 


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.


 




 


BED BATH & BEYOND INC.



 


(Registrant)



 


 



Date: May 17, 2021


By:


/s/ Gustavo Arnal



 


 


Gustavo Arnal



 


 


Chief Financial Officer and Treasurer



(Principal Financial and Accounting Officer)



  


 










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