8-K
filed May 19, 2026, 4:05 PM ET
ticker BBBY
CIK 0001130713
other material
confidence high
sentiment neutral
materiality 0.55
Bed Bath & Beyond shareholders approve doubling authorized shares to 200M and equity plan expansion
BED BATH & BEYOND, INC.
- Authorized common shares increased from 100M to 200M via Charter Amendment, effective May 14, 2026.
- Stockholders approved amendment and restatement of 2005 Equity Incentive Plan, adding 4.291M new shares plus recycling provisions.
- All seven director nominees elected; Marcus Lemonis received highest support (31.3M for).
- Advisory say-on-pay passed with 30.8M votes for; KPMG ratified as auditor for fiscal 2026 with 41.3M for.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BED BATH & BEYOND, INC.: Increased authorized shares of common stock from 100,000,000 to 200,000,000 shares (effective 2026-05-14).
- Change
- charter amendment
- Effective
- 2026-05-14
Exact text from the filing
The Charter Amendment amends the Company’s Charter to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per shares from 100,000,000 to 200,000,000 shares.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BED BATH & BEYOND, INC. shareholders approved Adjournment of the Annual Meeting to solicit additional proxies if necessary at the 2026-05-14 meeting.
- Outcome
- passed
- Meeting
- 2026-05-14
Exact text from the filing
Proposal 5 – Adjournment of the Annual Meeting The approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 4 and/or Proposal 6 was approved by the following vote: For Against Abstain Broker Non-Votes 45,370,533 3,833,448 122,719 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BED BATH & BEYOND, INC. shareholders approved Amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock at the 2026-05-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-14
Exact text from the filing
Proposal 4 – Amendment to the Company ’ s Amended and Restated Certificate of Incorporation The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock was approved by the following vote: For Against Abstain Broker Non-Votes 45,515,674 3,479,427 331,599 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BED BATH & BEYOND, INC. shareholders approved Say on Pay Vote at the 2026-05-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-14
Exact text from the filing
Proposal 3 – Say on Pay Vote The approval, on an advisory (non-binding) basis, of the compensation paid by the Company to its named executive officers (the “Say on Pay Vote”), was approved by the following vote: For Against Abstain Broker Non-Votes 30,810,623 1,185,181 178,194 17,152,702
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BED BATH & BEYOND, INC. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-05-14 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-14
Exact text from the filing
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm The ratification of the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved by the following vote: For Against Abstain Broker Non-Votes 41,252,797 7,983,094 90,809 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BED BATH & BEYOND, INC. shareholders approved Amendment and Restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan at the 2026-05-14 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-05-14
Exact text from the filing
Proposal 6 – Amendment and Restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan The approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan was approved by the following vote: For Against Abstain Broker Non-Votes 29,266,406 2,655,543 252,049 17,152,702
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BED BATH & BEYOND, INC. shareholders approved Election of Directors at the 2026-05-14 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-14
Exact text from the filing
Proposal 1 - Election of Directors The election of the individuals named below as members of the Board of Directors, to serve for a term of one year ending at the 2027 annual meeting of stockholders and until such person’s respective successor has been duly elected and qualified or until such person’s earlier death, resignation, or removal, was approved by the following vote: Name For Withheld Broker Non-Votes Marcus A. Lemonis 31,348,555 825,443 17,152,702 Joanna C. Burkey 30,659,298 1,514,700 17,152,702 Barclay F. Corbus 23,454,567 8,719,431 17,152,702 William B. Nettles, Jr. 23,474,943 8,699,055 17,152,702 Debra G. Perelman 29,851,895 2,322,103 17,152,702 Dr. Robert J. Shapiro 24,207,575 7,966,423 17,152,702 Joseph J. Tabacco, Jr. 24,350,446 7,823,552 17,152,702
View on SEC.gov
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