---
schema_version: "secwatch.filing_event.v1"
accession: "0001130713-22-000026"
form_type: "8-K"
ticker: "BBBY"
cik: "0001130713"
company_name: "BED BATH & BEYOND, INC."
filed_at: "2022-05-16T23:59:59+00:00"
generated_at: "2026-06-25T13:44:44.591744+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Overstock shareholders elect three directors, approve preferred stock conversion

## Summary
- Three directors elected with >82% of votes cast: Tabacco, Shapiro, Messing.
- KPMG ratified as auditor for 2022 with 36.6M for vs 958K against.
- Amendment to make Series A-1 Preferred automatically convert into common approved by preferred shareholders 2.3M for vs 162K against.
- Amendment to make Series B Preferred automatically convert into common approved by preferred shareholders 291K for vs 4.7K against.

## SEC filing metadata
- accession: 0001130713-22-000026
- form_type: 8-K
- ticker: BBBY
- cik: 0001130713
- company_name: BED BATH & BEYOND, INC.
- filed_at: 2022-05-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1130713/000113071322000026/0001130713-22-000026-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1130713/000113071322000026/ostk-20220512.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001130713-22-000026
- JSON: https://secwatch.observer/filing/0001130713-22-000026.json
- Plain text: https://secwatch.observer/filing/0001130713-22-000026.txt

## Key facts
- Shareholder Votes
  BED BATH & BEYOND, INC. shareholders approved Amendment to Amended and Restated Certificate of Designation of Series B Preferred Stock to make it automatically convert into common stock at the 2022-05-12 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2022-05-12
  source text: The proposal to approve an amendment to the Amended and Restated Certificate of Designation of our Series B Preferred Stock to make Series B Preferred Stock automatically convert into common stock, was approved by the stockholders by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071322000026/0001130713-22-000026-index.htm
- Shareholder Votes
  BED BATH & BEYOND, INC. shareholders approved Amendment to Amended and Restated Certificate of Designation of Series A-1 Preferred Stock to make it automatically convert into common stock at the 2022-05-12 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2022-05-12
  source text: The proposal to approve an amendment to the Amended and Restated Certificate of Designation of our Series A-1 Preferred Stock to make Series A-1 Preferred Stock automatically convert into common stock, was approved by the stockholders by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071322000026/0001130713-22-000026-index.htm
- Shareholder Votes
  BED BATH & BEYOND, INC. shareholders approved Approval of one or more adjournments of the Annual Meeting to solicit additional proxies if necessary at the 2022-05-12 meeting.
  - Outcome: passed
  - Meeting: 2022-05-12
  source text: The proposal to approve one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve either the Series A-1 Preferred Proposal or the Series B Preferred Proposal, was approved by the stockholders by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071322000026/0001130713-22-000026-index.htm
- Shareholder Votes
  BED BATH & BEYOND, INC. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for 2022 at the 2022-05-12 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2022-05-12
  source text: The proposal to ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was approved by the stockholders by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071322000026/0001130713-22-000026-index.htm
- Shareholder Votes
  BED BATH & BEYOND, INC. shareholders approved Election of three Class II directors at the 2022-05-12 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2022-05-12
  source text: The individuals named below were elected at the Annual Meeting as Class II members of the Board of Directors, to serve for a term of three years ending in 2025, by the following vote:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071322000026/0001130713-22-000026-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.