Bed, Bath & Beyond Responds To Activist Investor Group

Bed Bath & Beyond has released a statement in response to a press release issued by Legion Partners Asset Management, Macellum Advisors GP and Ancora Advisors, which the retailer has designated as an activist shareholder group and submitted 16 nominees to take over the board of directors at the Bed, Bath & Beyond 2019 Annual Meeting of Shareholders.

The statement reads:

Bed Bath & Beyond regularly engages with our shareholders and welcomes constructive input focused on enhancing value. Members of our board of directors and senior management team have met with and held several discussions with Legion and Macellum over the past few weeks. Ancora has not previously reached out to or engaged with the company.

In these conversations, we made clear our commitment to engaging constructively and acting in the best interest of all Bed Bath & Beyond shareholders. We asked on several occasions for their suggestions and ideas for improving the company’s business, but they did not provide any. We also invited them to participate in the board refreshment program we have been undertaking in recent years and are in the process of accelerating with investor input. Instead, they chose to publicly attack the company and provide their intent to nominate directors to take over the full board. Unfortunately, while our directors and management were seeking to engage in good faith, it appears that the Legion and Macellum representatives were merely seeking information to support their attack.

Bed Bath & Beyond is undertaking a comprehensive transformation to evolve the foundational structure of the business, drive shareholder value and best position the company for long-term success. While the activist group has not provided any specific recommendations despite the company’s repeated requests, we note that many of the areas highlighted by the activist group in its press release are already being addressed at a detailed level by the company. We look forward to receiving and reviewing any specific suggestions and recommendations the activist group may have

The company is making significant progress on its transformation to continue to strengthen its position as the expert for the home and heartfelt life events. It takes time to transform a company and the initiatives we have underway are delivering results. Importantly, on the company’s fiscal 2018 third quarter conference call on January 9, 2019, we stated that the company is ahead of plan with respect to our long-term financial goals. In fiscal year 2019, the company’s transformation will become even more visible as we continue to strengthen our identity as a customer-focused retailer with deep capabilities in data, analytics and technology.

Bed Bath & Beyond has a diverse, experienced board of directors that is committed to acting in the best interest of all shareholders and supporting the company’s strategic priorities. The board includes 12 highly qualified directors, all of whom are actively engaged and possess significant experience relevant to our business.

The board recognizes the value of fresh perspectives and diversity in the boardroom and regularly evaluates its composition to ensure it reflects the right mix of skills and expertise. Notably, as part of the board’s ongoing refreshment program, three new independent directors with relevant experience have been added during the last two years: Virginia Ruesterholz, JB Osborne and Stephanie Bell-Rose, and currently one-third of Bed Bath & Beyond’s directors are diverse. Importantly, the board has stated its ongoing commitment to further board refreshment as well as adoption of best-in-class governance and compensation practices.

Bed, Bath & Beyond added that the nominating and corporate governance committees and the board are responsible for evaluating director candidates qualified to become board members, and will do so consistent with established processes.

The company stated that it will present details regarding the company’s 2019 annual meeting, including the board’s formal recommendation regarding director nominees, in the company’s definitive proxy statement and other materials to be filed with the United States Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2019 annual meeting.

Goldman, Sachs & Co. is acting as financial advisor to Bed Bath & Beyond, Bed, the company noted, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel.