--- schema_version: "secwatch.filing_event.v1" accession: "0001130713-26-000043" form_type: "8-K" ticker: "BBBY" cik: "0001130713" company_name: "BED BATH & BEYOND, INC." filed_at: "2026-05-19T20:05:47+00:00" generated_at: "2026-05-19T21:31:23.118984+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Bed Bath & Beyond shareholders approve doubling authorized shares to 200M and equity plan expansion ## Summary - 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. ## SEC filing metadata - accession: 0001130713-26-000043 - form_type: 8-K - ticker: BBBY - cik: 0001130713 - company_name: BED BATH & BEYOND, INC. - filed_at: 2026-05-19T20:05:47+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/0001130713-26-000043-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/bbby-20260514.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001130713-26-000043 - JSON: https://secwatch.observer/filing/0001130713-26-000043.json - Plain text: https://secwatch.observer/filing/0001130713-26-000043.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/0001130713-26-000043-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/0001130713-26-000043-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/0001130713-26-000043-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/0001130713-26-000043-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/0001130713-26-000043-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/0001130713-26-000043-index.htm - Shareholder Votes BED BATH & BEYOND, INC. shareholders approved Election of Directors at the 2026-05-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1130713/000113071326000043/0001130713-26-000043-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.