8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 26, 2014

 BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

New York	0-20214	11-2250488
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

650 Liberty Avenue

Union, New Jersey 07083

(Address of principal executive offices)   (Zip code)

(908) 688-0888

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On February 26, 2014, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the promotion of Eugene A. Castagna to the position of Chief Operating Officer, and Susan E. Lattmann to the positions of Chief Financial Officer and Treasurer and Principal Financial and Accounting Officer.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

In connection with the promotions, Mr. Castagna and Ms. Lattmann each received a grant of restricted stock under the Company’s 2012 Incentive Compensation Plan, 3,683 shares and 1,473 shares respectively, scheduled to vest in five equal annual installments beginning one year from the date of grant, subject, in general, to each individual remaining in the Company’s employ or service on the specified vesting dates.

(e) On February 26, 2014, the Company agreed with each of Warren Eisenberg, Co-Chairman of the Company and Leonard Feinstein, Co-Chairman of the Company (each, an “Executive”), to amend their respective employment agreements to make certain changes, including the following:

Extension of Term.  The term of the employment agreements has been extended for a three-year period until February 25, 2017.

Elimination of Modified Single Trigger and Adoption of Double Trigger.  The ability of the Executives to terminate employment following a change in control and receive change in control severance payments and benefits has been eliminated. The Executives may receive such payments and benefits in the event of the Executives’ termination of employment without cause or constructive termination without cause, in each case, upon or within the two year period following a change in control. Certain changes were made to the employment agreements in connection with this change, including that portions of the definition of “constructive termination without cause” were modified to apply during the senior status period, as defined in the employment agreements.   

The foregoing summary of the amendments to the employment agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amendments, which are attached as Exhibit 10.1 and 10.2 incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1  Press Release issued by Bed Bath & Beyond Inc. on February 26, 2014.

10.1  Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010. 

10.2  Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010. 

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 hereunto duly authorized.

	BED BATH & BEYOND INC.
	(Registrant)
Date: February 28, 2014	By:	/s/ Susan E. Lattmann
		Susan E. Lattmann
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Bed Bath & Beyond Inc. on February 26, 2014.
10.1	Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Warren Eisenberg, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010.
10.2	Amendment dated as of February 26, 2014 to Amended and Restated Employment Agreement between the Company and Leonard Feinstein, dated as of December 31, 2008, as previously amended as of June 29, 2010 and August 13, 2010.

EX-99.1

Exhibit 99.1

BED BATH & BEYOND INC.

NAMES EUGENE A. CASTAGNA - CHIEF OPERATING OFFICER,

SUSAN E. LATTMANN - CHIEF FINANCIAL OFFICER,

RENEWS EMPLOYMENT AGREEMENTS WITH CO-CHAIRMEN

UNION, New Jersey, February 26, 2014 – Bed Bath & Beyond Inc. (NASDAQ:BBBY) today announced the promotion of Eugene A. Castagna, previously the Company’s Chief Financial Officer and Treasurer, to the role of Chief Operating Officer.  Susan E. Lattmann, formerly the Company’s Vice President – Finance, has been promoted to Chief Financial Officer and Treasurer.

Mr. Castagna, 48, has been with the Company since November 1994 and has served as CFO and Treasurer since 2006.  Previously, he served as Assistant Treasurer from 2002 to 2006 and as Vice President – Finance from 2000 to 2006.  In addition, Mr. Castagna’s duties have included several key operational functions, including primary responsibility for the Company’s integration and growth of its baby product business since the Company’s acquisition of buybuy BABY in 2007, and helping lead the integration efforts following the Company’s 2012 acquisition of Cost Plus World Market.

Ms. Lattmann, 46, has been with the Company since August 1996.  She has been Vice President – Finance since 2006, and previously served as Vice President - Controller from 2001 to 2006 and Controller from 2000 to 2001. Prior to joining the Company, Ms. Lattmann, a certified public accountant, spent six years with the firm of Arthur Andersen.

Steven Temares, Chief Executive Officer and Member of the Company’s Board of Directors said, “These promotions further strengthen our deep and experienced management team as we execute our long-term strategic plans. Over the last several years, Gene’s role has expanded beyond his financial responsibilities to include several key operational and planning areas, and Sue has made valuable contributions to all aspects of our financial and strategic processes. Today’s announcement has positioned both Gene and Sue to assume even greater roles in helping lead and organize our Company for continued growth and success.”

The Company also announced today the extension of its employment agreements with its Co-Chairmen, Warren Eisenberg and Leonard Feinstein, for a period of three years, to February 25, 2017. The agreements have also been amended to limit the executives’ severance rights in the event of a change-in-control, eliminating what is commonly referred to as a “modified single trigger” for those payments and replacing them with a “double trigger.”

*    *     *     *     *     *     *     *

Bed Bath & Beyond Inc. and subsidiaries (the “Company”) operates a chain of retail stores under the names of Bed Bath & Beyond, World Market, Cost Plus World Market, Cost Plus, a combination of the names Christmas Tree Shops or andThat!, Harmon, Harmon Face Values and buybuy BABY.  The Company is also a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.  Through its retail stores, the Company sells a wide assortment of domestics merchandise and home furnishings.  Domestics merchandise includes categories such as bed linens and related items, bath items and kitchen textiles.  Home furnishings include categories such as kitchen and tabletop items, fine tabletop, basic housewares, general home furnishings, consumables and certain juvenile products.  Additionally, the Company includes Linen Holdings, a provider of a variety of textile products, amenities and other goods to institutional customers in the hospitality, cruise line, food service, healthcare and other industries.  Shares of Bed Bath & Beyond Inc. are traded on NASDAQ under the symbol “BBBY” and are included in the Standard and Poor’s 500 and Global 1200 Indices and the NASDAQ-100 Index.  The Company is counted among the Fortune 500 and the Forbes 2000.

This press release may contain forward-looking statements.  Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, and similar words and phrases.  The Company’s actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the housing market, a challenging overall macroeconomic environment and related changes in the retailing environment, consumer preferences and spending habits; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts; unusual weather patterns and natural disasters; competition from existing and potential competitors; competition from other channels of distribution; pricing pressures; the ability to attract and retain qualified employees in all areas of the organization; the cost of labor, merchandise and other costs and expenses; the ability to find suitable locations at acceptable occupancy costs and other terms to support the Company’s expansion program; uncertainty in financial markets; disruptions to the Company’s information technology systems including but not limited to security breaches of the Company’s systems protecting consumer and employee information; reputational risk arising from the acts of third parties; changes to statutory, regulatory and legal requirements; new, or developments in existing, litigation, claims or assessments; changes to, or new, tax laws or interpretation of existing tax laws; changes to, or new, accounting standards including, without limitation, changes to lease accounting standards; and the integration of acquired businesses.  The Company does not undertake any obligation to update its forward-looking statements.

INVESTOR CONTACTS:

Kenneth C. Frankel (908) 855-4554

Eugene A. Castagna (908) 855-4110

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

Reference is made to the Amended and Restated Employment Agreement between Bed Bath & Beyond Inc. (the “Company”) and Warren Eisenberg (the “Executive”), dated as of December 31, 2008, as amended as of June 29, 2010 and August 13, 2010 (the “Employment Agreement”).  The Employment Agreement is now amended as of March 1, 2014 as follows:

1. Section 2 of the Employment Agreement is hereby amended to read as follows:

“Term of Employment.  The Executive’s employment under this agreement shall continue until the earlier of (a) February 25, 2017 (as that date may be extended from time to time by mutual agreement of the parties) (the “Final Date”) or (b) the termination of his employment in accordance with this agreement.”

2. The first paragraph of Section 3 of the Employment Agreement is hereby amended to read as follows:

“Notwithstanding anything to the contrary in sections 1 and 2, at any time during the Executive’s employment under this agreement and before the Final Date, the Executive may, at his option, upon written notice given to the Company, elect to terminate his positions, duties and responsibilities under section 1 effective 10 days after such written notice is first given, and during the period (the “Senior Status Period”) commencing 10 days after the giving of such written notice and continuing until the earlier of (a) the tenth  anniversary of the termination of his positions, duties and responsibilities under section 1, or (b) the termination of the Executive’s employment in accordance with this agreement, provide consulting (but not line executive) services to the Company as an employee.  If the Executive shall not have exercised this option on or before the 10th day before the Final Date, the Executive shall be deemed to have exercised this option on such date.”

3. The last sentence of Section 3 of the Employment Agreement is deleted in its entirety.

4. Section 5(a) of the Employment Agreement is hereby amended to add the following sentence to the end thereof:

“The Company shall continue to provide the Executive with an office at the Executive’s current office location or at a location reasonably specified by the Executive (which need not be where the Company’s offices are located), secretary, car and driver, which during the Senior Status Period shall be on a basis comparable to what is currently provided to the Executive prior to the Senior Status Period.”

5. Section 7(d)(i)(B) of the Employment Agreement is hereby amended to read as follows:

“(B)  the failure to elect or reelect the Executive to any of the officer or director positions referred to in section 1(a) or removal of him from any such positions;”

6. Section 7(d)(i)(C) of the Employment Agreement is hereby amended to read as follows:

“(C)  a material diminution in the Executive’s duties or the assignment to the Executive of duties materially inconsistent with his duties or that materially impairs the Executive’s ability to function as the co-chairman or chairman of the Company;”

7. Section 7(d)(i)(D) of the Employment Agreement is hereby amended to read as follows:

“(D)  the relocation of the Company’s principal office to a location more than twenty-five (25) miles from its current location or the relocation of the Executive’s own office provided to him by the Company;”

8. The first sentence of Section 7(e) of the Employment Agreement is amended to read as follows:

“(e)  In the event of a termination of employment by the Executive on his own initiative other than a termination otherwise provided for in this section 7 or section 8(b), the Executive shall have the same entitlements as provided in section 7(c)(iii) for a termination for Cause, but shall be entitled to the supplemental pension described in section 5(b).”

9. Section 8(b) of the Employment Agreement is amended to read as follows:

“(b)  In the event the Company terminates the Executive’s employment without Cause , other than pursuant to section 7(a) or (b), or in the event there is a Constructive Termination Without Cause, in each case, on a Change in Control or within the two year period following a Change in Control, in lieu of any other amounts otherwise payable to the Executive under section 7, the Executive shall be entitled to receive (i) an amount equal to (A) the product of (x) the Executive Salary then in effect, and (y) three (3), if the written notice is given before the Senior Status Period, or (B) the product of (x) one half of his Senior Status Salary, and (y) the number of years (including fractions), if any, remaining in the Senior Status Period, if the written notice is given during the Senior Status Period , and (ii) pursuant to section 7(f) and in accordance with terms thereof, he shall be afforded continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his employment.  Amounts payable under (i)(A) above shall be paid in equal installments over a period of three (3) years at such times and in accordance with normal payroll, and amounts payable under (i)(B) above shall be paid in equal installments over the remainder of the Senior Status Period at such times and in accordance with normal payroll, in each case subject to Section 21(c).”

10. A new Section 23 shall be added to the Employment Agreement to read as follows:

“23.  Legal Fees.  In the event of any dispute or controversy relating to or arising under this agreement, in the event the Executive substantially prevails in any such dispute or controversy, the Company shall reimburse the Executive for all reasonable legal fees and expenses incurred by the Executive in enforcing his rights.”

Except as aforesaid, the Employment Agreement shall remain in full force and effect and unchanged.

BED BATH & BEYOND INC.
By:	/s/ Steven H. Temares
	Name: Steven H. Temares
	Title: Chief Executive Officer
	/s/ Warren Eisenberg
	Warren Eisenberg

EX-10.2

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

Reference is made to the Amended and Restated Employment Agreement between Bed Bath & Beyond Inc. (the “Company”) and Leonard Feinstein (the “Executive”), dated as of December 31, 2008, as amended as of June 29, 2010 and August 13, 2010 (the “Employment Agreement”).  The Employment Agreement is now amended as of March 1, 2014 as follows:

1. Section 2 of the Employment Agreement is hereby amended to read as follows:

“Term of Employment.  The Executive’s employment under this agreement shall continue until the earlier of (a) February 25, 2017 (as that date may be extended from time to time by mutual agreement of the parties) (the “Final Date”) or (b) the termination of his employment in accordance with this agreement.”

2. The first paragraph of Section 3 of the Employment Agreement is hereby amended to read as follows:

“Notwithstanding anything to the contrary in sections 1 and 2, at any time during the Executive’s employment under this agreement and before the Final Date, the Executive may, at his option, upon written notice given to the Company, elect to terminate his positions, duties and responsibilities under section 1 effective 10 days after such written notice is first given, and during the period (the “Senior Status Period”) commencing 10 days after the giving of such written notice and continuing until the earlier of (a) the tenth  anniversary of the termination of his positions, duties and responsibilities under section 1, or (b) the termination of the Executive’s employment in accordance with this agreement, provide consulting (but not line executive) services to the Company as an employee.  If the Executive shall not have exercised this option on or before the 10th day before the Final Date, the Executive shall be deemed to have exercised this option on such date.”

3. The last sentence of Section 3 of the Employment Agreement is deleted in its entirety.

4. Section 5(a) of the Employment Agreement is hereby amended to add the following sentence to the end thereof:

“The Company shall continue to provide the Executive with an office at the Executive’s current office location or at a location reasonably specified by the Executive (which need not be where the Company’s offices are located), secretary, car and driver, which during the Senior Status Period shall be on a basis comparable to what is currently provided to the Executive prior to the Senior Status Period.”

5. Section 7(d)(i)(B) of the Employment Agreement is hereby amended to read as follows:

“(B)  the failure to elect or reelect the Executive to any of the officer or director positions referred to in section 1(a) or removal of him from any such positions;”

6. Section 7(d)(i)(C) of the Employment Agreement is hereby amended to read as follows:

“(C)  a material diminution in the Executive’s duties or the assignment to the Executive of duties materially inconsistent with his duties or that materially impairs the Executive’s ability to function as the co-chairman or chairman of the Company;”

7. Section 7(d)(i)(D) of the Employment Agreement is hereby amended to read as follows:

“(D)  the relocation of the Company’s principal office to a location more than twenty-five (25) miles from its current location or the relocation of the Executive’s own office provided to him by the Company;”

8. The first sentence of Section 7(e) of the Employment Agreement is amended to read as follows:

“(e)  In the event of a termination of employment by the Executive on his own initiative other than a termination otherwise provided for in this section 7 or section 8(b), the Executive shall have the same entitlements as provided in section 7(c)(iii) for a termination for Cause, but shall be entitled to the supplemental pension described in section 5(b).”

9. Section 8(b) of the Employment Agreement is amended to read as follows:

“(b)  In the event the Company terminates the Executive’s employment without Cause , other than pursuant to section 7(a) or (b), or in the event there is a Constructive Termination Without Cause, in each case, on a Change in Control or within the two year period following a Change in Control, in lieu of any other amounts otherwise payable to the Executive under section 7, the Executive shall be entitled to receive (i) an amount equal to (A) the product of (x) the Executive Salary then in effect, and (y) three (3), if the written notice is given before the Senior Status Period, or (B) the product of (x) one half of his Senior Status Salary, and (y) the number of years (including fractions), if any, remaining in the Senior Status Period, if the written notice is given during the Senior Status Period , and (ii) pursuant to section 7(f) and in accordance with terms thereof, he shall be afforded continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the date of the termination of his employment.  Amounts payable under (i)(A) above shall be paid in equal installments over a period of three (3) years at such times and in accordance with normal payroll, and amounts payable under (i)(B) above shall be paid in equal installments over the remainder of the Senior Status Period at such times and in accordance with normal payroll, in each case subject to Section 21(c).”

10. A new Section 23 shall be added to the Employment Agreement to read as follows:

“23.  Legal Fees.  In the event of any dispute or controversy relating to or arising under this agreement, in the event the Executive substantially prevails in any such dispute or controversy, the Company shall reimburse the Executive for all reasonable legal fees and expenses incurred by the Executive in enforcing his rights.”

Except as aforesaid, the Employment Agreement shall remain in full force and effect and unchanged.

BED BATH & BEYOND INC.
By:	/s/ Steven H. Temares
	Name: Steven H. Temares
	Title: Chief Executive Officer
	/s/ Leonard Feinstein
	Leonard Feinstein