UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 2, 2020, Bed Bath & Beyond Inc. (the “Company”) announced that its President and Chief Executive Officer, as well as his direct reports, including the other current executive officers of the Company, agreed to a 30% temporary reduction in their base salaries effective with the payroll period commencing April 5, 2020, through May 2, 2020. The following table sets forth the current salary and the temporary reduced salary for the Company’s President and Chief Executive Officer, Chief Financial Officer and Treasurer and Executive Vice President, Chief Merchandising Officer:
Officer | Current Annual Salary | Temporary Annual Salary | ||||||
Mark J. Tritton | $ | 1,200,000 | $ | 840,000 | ||||
Robyn D’Elia | $ | 750,000 | $ | 525,000 | ||||
Joseph Harstig | $ | 700,000 | $ | 490,000 |
The salary reductions will not modify rights under any applicable agreements between the executives and the Company with respect to the calculation of any annual or long term incentive awards or severance. Additionally, each of the executives agreed that the salary reduction will not constitute “good reason”, “constructive termination” or breach under any agreement between the executive and the Company, and will not confer or trigger any additional rights or entitlements for the executives from the Company or any of its affiliates.
Item 7.01 | Regulation FD Disclosure. |
On April 2, 2020, the Company issued a press release announcing a further update to its COVID-19 response. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release issued by Bed Bath & Beyond Inc. on April 2, 2020 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BED BATH & BEYOND INC. | |||
(Registrant) | |||
Date: April 2, 2020 | By: | /s/ Robyn M. D’Elia | |
Robyn M. D’Elia | |||
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |