Bed Bath & Beyond Inc. Announces Cooperative Agreement with Ryan Cohen
appoints three new independent directors to the board with experience in finance and strategy
Announcement a four-member board committee focused on exploring alternatives to unlock greater value from buybuy BABY
UNION, NJ, March 25, 2022 /PRNewswire/ — Bed Bath & Beyond Inc. (Nasdaq: BBBY) (“Bed Bath & Beyond” or the “Company”) today announced that it has entered into a cooperation agreement with ryan cohen and RC Ventures LLC (together, “RC Ventures”), the beneficial owners of approximately 9.8% of the Company’s outstanding shares. As part of the agreement, three of RC Ventures’ nominee directors – Marjorie L. Bowen, Shelly C.Lombardand Ben Rosenzweig – will immediately join Bed Bath & Beyond’s Board of Directors (the “Board”) as new independent directors, and will also stand for election as part of the company’s slate at the annual meeting of shareholders of 2022 (the “Annual Meeting”). The board will temporarily grow to 14 members before returning to 11 members after the annual meeting. The three new directors collectively bring deep expertise in capital allocation, corporate governance, strategic planning and transactions.
Alongside the cooperation agreement, Bed Bath & Beyond today announced that Ms. Bowen and Mr. Rosenzweig will join a four-member strategic committee focused on exploring alternatives to unlock greater value from the buybuy BABY banner. of the society. Bed Bath & Beyond Independent Director Sue Govean accomplished retail executive and an experienced public company director, will serve as Chairman of the Strategy Committee and an independent director, Andrea Weiss, founding partner, O Alliance, LLC, a retail, digital and brand strategy consulting firm, CEO of Retail Consulting, Inc. and an experienced public company director, will also serve on the committee. The Strategy Committee has the option of retaining the services of independent advisors to support the development of the recommendations that it will ultimately make to the full Board.
Harriet EdelmanIndependent Chairman of the Board, said, “We are pleased to have entered into this constructive agreement with RC Ventures, which we believe is in the best interests of all of our shareholders. Over the past two years, our Board of Directors has transformed the company’s governance, management team, compensation policies, and oversight of strategy and operations. Under the direction of this Board, the company has implemented significant changes to our business, including the divestiture of several non-core assets and a significant increase in investment in structurally critical enablers of our Board of Directors is very committed to fundamentally redesign Bed Bath & Beyond for our customers while driving the growth and profitability of its banners. We look forward to benefiting from the contributions and perspectives of our new directors.
Mark TritonPresident and CEO of Bed Bath & Beyond, added, “Our company and our Board of Directors have always been committed to evaluating all options to maximize long-term shareholder value, and we look forward to integrating the ideas of our new directors to drive our ongoing transformation. The buybuy BABY business is a tremendous asset, and we are committed to unlocking its full value. As we move forward, our goals will continue to focus on creating value for our shareholders, improving experiences for our customers, implementing transformation across our business, and creating new opportunities. exciting experiences for our dedicated employees across all of our banners.”
Mr. Cohen concluded: “The resolution announced today is a positive outcome for all shareholders of Bed Bath. By renewing the board with shareholder appointees who have financial market acumen and transactional experience, the company is well placed to consider buy-and-hold alternatives. BABY. I appreciate that management and the board have been willing to quickly embrace our ideas and I look forward to supporting them in the coming year. »
Following the agreement between RC Ventures and Bed Bath & Beyond, RC Ventures has agreed to abide by certain customary standstill provisions and will support the full slate of board directors at the 2022 annual meeting. full cooperation will be filed with the United States Securities and Exchange Commission as an attachment to a current report on Form 8-K.
Cleary Gottlieb Steen & Hamilton LLP is legal advisor to Bed Bath & Beyond and JP Morgan Securities LLC is financial advisor to Bed Bath & Beyond.
Biographies of RC Ventures nominees
- Marjorie L. Bowen is an experienced public company director with extensive knowledge of corporate governance, capital markets strategies and strategic transactions. She has valuable experience in the consumer and retail sectors, having served as a director of companies such as Centric Brands, Genesco, Navient, Sequential Brands and Talbots.
- Shelly C.Lombard is an experienced public company director with expertise in capital structure and allocation strategies, corporate governance and strategic reviews. She has served as a director of INNOVATE, Alaska Communications Group and Spartacus Acquisition Corporation.
- Ben Rosenzweig is an experienced investor and public company director with expertise in capital allocation, corporate governance and mergers and acquisitions. In addition to serving on the boards of several public companies, he is a partner at Privet Fund Management and was previously an investment banking analyst at Alvarez and Marsal.
About Bed Bath & Beyond
Bed Bath & Beyond Inc. and its subsidiaries (the “Company”) is an omnichannel retailer that makes it easy for our customers to feel at home. The company sells a wide assortment of merchandise in the home, baby, beauty and wellness markets. In addition, the Company is a partner in a joint venture that operates retail stores in Mexico under the name Bed Bath & Beyond.
Susie A. Kim, [email protected]
Julie Strider, [email protected]
Jim Barren/Jared Levy
Sard Verbinnen & Co.
This press release contains forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934, including, but not limited to, the Company’s progress and anticipated progress toward its long-term goals, as well as and more generally the status of its future liquidity and financial condition and its outlook for the Company’s fourth quarter 2021 and fiscal year 2021. Many of these forward-looking statements can be identified by the use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, objective, preliminary and words and phrases similar, although the absence of such words does not necessarily mean that the statements are not forward-looking. The actual results and future financial condition of the Company may differ materially from those expressed in these forward-looking statements due to numerous factors. These factors include, but are not limited to: general economic conditions, including the housing market, a challenging global macroeconomic environment and related changes in the retail environment; risks associated with the COVID-19 pandemic and government responses thereto, including its impacts on the Company’s business on demand and operations, as well as on the operations of the Company’s suppliers and others business partners, and the effectiveness of the measures taken by the Company in response to these risks; consumer preferences, consumption habits and adoption of new technologies; demographics and other macroeconomic factors that may affect the level of spending on the types of merchandise sold by the Company; civil unrest and terrorist acts; unusual weather conditions and natural disasters; competition from existing and potential competitors across all channels; price pressures; liquidity; the ability to achieve anticipated cost savings, and not exceed anticipated costs, associated with organizational changes and investments, including the Company’s strategic restructuring program and store network optimization strategies; the ability to attract and retain qualified employees in all areas of the organization; the cost of labor, materials, logistics costs and other costs and expenses; potential supply chain disruption due to trade or other restrictions, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disputes, product recalls, financial or operational instability of suppliers or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and other terms to support the Company’s plans for new stores; the ability to cost-effectively establish and maintain the appropriate mix of digital and physical presence in the markets it serves; the ability to evaluate and implement technologies in support of the Company’s development of its omnichannel capabilities; the ability to effectively and timely adjust the Company’s plans in the face of rapidly changing business and economic environments, including in response to the COVID-19 pandemic; uncertainty in financial markets; the volatility of the Company’s common stock price and its effect, as well as the effect of other factors, including the COVID-19 pandemic, on the Company’s capital allocation strategy; risks associated with the ability to achieve a positive outcome for the Company’s business concepts and otherwise execute its business strategies; the impact of intangible assets and other impairments; disruptions to the Company’s information technology systems, including, but not limited to, security breaches in systems protecting consumer and employee information or other types of cybercrime or cybersecurity attacks; reputational risk arising from challenges to the compliance of the Company or a third-party provider of products or services with various laws, regulations or standards, including those related to labor, health, safety, privacy or the environment; reputational risk arising from the performance of sellers of third-party goods or services in delivering direct to homes or assembling products for customers; changes in legal, regulatory and legal requirements, including, without limitation, proposed changes affecting international trade; changes or new tax laws or the interpretation of existing tax laws; new or developments in existing litigation, claims or assessments; changes or new accounting standards; and exchange rate fluctuations. Except as required by law, the Company undertakes no obligation to update its forward-looking statements.
SOURCE bed bath and beyond