{"schema_version":"secwatch.filing_event.v1","accession":"0001130713-23-000036","form_type":"8-K","ticker":"BBBY","cik":"0001130713","company_name":"BED BATH & BEYOND, INC.","filed_at":"2023-05-23T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.021834+00:00","generated_at":"2026-06-14T17:02:01.314090+00:00","sec_items":["5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Overstock shareholders approve 2.755M share increase in equity plan at May 18 meeting","bullets":["Amendment to 2005 Equity Incentive Plan approved (21.74M for, 2.76M against); shares reserved for issuance increased by 2,755,000.","Class III directors elected: Allison H. Abraham (22.57M for, 2.01M withheld), William B. Nettles (24.01M for, 0.58M withheld).","Ratification of KPMG as 2023 auditor passed: 32.49M for, 1.13M against.","Non-binding say-on-pay and say-on-frequency (every year) votes both approved by stockholders."],"urls":{"canonical":"https://secwatch.observer/filing/0001130713-23-000036","json":"https://secwatch.observer/filing/0001130713-23-000036.json","markdown":"https://secwatch.observer/filing/0001130713-23-000036.md","text":"https://secwatch.observer/filing/0001130713-23-000036.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1130713/000113071323000036/0001130713-23-000036-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1130713/000113071323000036/ostk-20230518.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T17:02:01.314090+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5cbe1eff268603cd3e3ed923eca7199eb4be6743","claim":"BED BATH & BEYOND, INC. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-18 meeting.","evidence_excerpt":"Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm 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, 2023 was approved by the stockholders by the following vote: For Against Abstain Broker Non-Votes 32,490,927 1,132,680 122,222 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1130713/000113071323000036/0001130713-23-000036-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"6daa6616eed6c66006c3c6bc0b3ec14f090751d1","claim":"BED BATH & BEYOND, INC. shareholders approved Say on Pay Vote at the 2023-05-18 meeting.","evidence_excerpt":"Proposal 3 – Say on Pay Vote The Board’s proposal for stockholders to support the compensation paid by the Company to its Named Executive Officers (the “Say on Pay Vote”) was approved by the stockholders by the following non-binding advisory vote: For Against Abstain Broker Non-Votes 23,000,054 1,521,742 59,437 9,164,596","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1130713/000113071323000036/0001130713-23-000036-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"81257bc60fa65975dcd33d41fdd2549ac64ff753","claim":"BED BATH & BEYOND, INC. shareholders approved Say on Frequency Vote at the 2023-05-18 meeting.","evidence_excerpt":"Proposal 4 – Say on Frequency Vote The stockholders approved the Board’s recommendation of “every year” in the non-binding advisory vote on the frequency of future Say on Pay Votes (the “Say on Frequency Vote”) by voting as follows: Every Year Every Two Years Every Three Years Abstain Broker Non-Votes 23,985,511 62,333 403,301 130,088 9,164,596","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1130713/000113071323000036/0001130713-23-000036-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"9cfe9664de460d7277773f18dad66bae0c7414b6","claim":"BED BATH & BEYOND, INC. shareholders approved Election of Class III Directors at the 2023-05-18 meeting.","evidence_excerpt":"Election of Directors The individuals named below were elected at the Annual Meeting as Class III members of the Board of Directors, to serve for a term of three years ending in 2026, by the following vote: Name For Withheld Broker Non-Votes Allison H. Abraham 22,569,847 2,011,386 9,164,596 William B. Nettles, Jr. 24,005,360 575,873 9,164,596","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1130713/000113071323000036/0001130713-23-000036-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"a2ed7045db785f3f74799f681a6585f6809ae4cd","claim":"BED BATH & BEYOND, INC. shareholders approved Approval of an Amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance by 2,755,000 shares at the 2023-05-18 meeting.","evidence_excerpt":"Proposal 5 – Approval of an Amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan The Board’s proposal to approve an amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance by 2,755,000 shares was approved by the stockholders by the following vote: For Against Abstain Broker Non-Votes 21,738,538 2,757,746 84,949 9,164,596","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1130713/000113071323000036/0001130713-23-000036-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}