BED BATH AND BEYOND INC (BBBY)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BED BATH AND BEYOND INC · Meeting: May 14, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Lemonis has served as a director since October 2023 (over 24 months), and the stock has lost approximately 78% of its value over the past three years while the company's disclosed peer group includes retailers that have broadly outperformed; with a deeply negative absolute 3-year return, the threshold to trigger a no vote is only 20 percentage points of underperformance versus the peer median, which is almost certainly exceeded given the stock's near-total collapse; the 5-year return of -93% confirms this is sustained underperformance, not a transient dip, so the 5-year mitigant does not apply.
Burkey has served since March 2023 (over 24 months), so the 24-month exemption does not apply; the stock's -77.6% three-year return against a peer group of internet retail and direct marketing companies almost certainly exceeds the 20-percentage-point underperformance threshold that applies when absolute TSR is negative; the 5-year return of -93% confirms sustained underperformance, so no mitigant applies.
Corbus has served since 2007 and has full overlap with the underperformance period; the stock's -77.6% three-year absolute return easily satisfies the negative-TSR tier, requiring only 20 percentage points of underperformance versus the peer median to trigger a no vote; the 5-year return of -93% shows no recovery, so the 5-year mitigant does not rescue the vote.
Nettles has served since June 2020, giving him full overlap with the three-year underperformance window; the deeply negative absolute 3-year TSR of -77.6% triggers the lowest threshold (20pp below peer median) under the policy, and the peer group of consumer/retail peers has broadly not suffered equivalent declines; the 5-year TSR of -93% rules out the 5-year mitigant.
Shapiro has served since February 2020, giving him full overlap with the three-year underperformance window; the stock's -77.6% three-year return against internet retail and direct marketing peers triggers the negative-TSR threshold of 20pp underperformance vs peer median; the 5-year return of -93% confirms no recovery, so the 5-year mitigant does not apply.
Tabacco has served since 2007 and bears full accountability for the underperformance period; the stock's -77.6% three-year absolute return satisfies the negative-TSR trigger tier requiring only 20pp of underperformance versus the peer group median, a bar almost certainly cleared given the near-total destruction of shareholder value; the 5-year return of -93% rules out any 5-year mitigant.
For Analysis
Perelman joined the board in March 2025, which is less than 24 months before the May 2026 annual meeting, so the policy's new-director exemption applies and she is exempt from the TSR underperformance trigger.
Six of seven directors receive an AGAINST vote due to sustained, severe stock underperformance during their tenures — the stock has lost approximately 78% over three years and 93% over five years, far exceeding the 20-percentage-point threshold that applies when absolute 3-year TSR is negative. Only Debra Perelman, who joined in March 2025 (within the 24-month new-director exemption window), receives a FOR vote. The 5-year TSR mitigant does not help any director because the five-year return is even worse than the three-year return.
Say on Pay
✓ FORCEO
Marcus A. Lemonis
Total Comp
$5,928,963
Prior Support
68.9%%
The prior year Say on Pay vote received only 68.9% support, just below the 70% threshold that would require a no vote if no changes were made; however, the company engaged with shareholders representing approximately 30% of outstanding shares and made meaningful changes for 2026, including adding revenue as a performance metric, maintaining flat target compensation for continuing executives, and strengthening the link between pay and performance results — this constitutes a visible and responsive change to compensation structure. CEO Lemonis received no cash compensation in 2025, with his $5.9 million total compensation consisting entirely of long-term equity awards, and roughly half of NEO long-term incentive grants were performance-based shares that paid out at only 84.9% of target, reflecting below-target company results. The pay mix is heavily variable and performance-linked, and a meaningful clawback policy is disclosed, supporting a FOR vote despite the challenging stock performance backdrop.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
17 yrs
Audit Fees
$2,345,061
Non-Audit Fees
$131,533
KPMG has served as auditor since December 2009, giving it approximately 17 years of tenure — below the 25-year threshold that would trigger a no vote. Non-audit fees (tax fees of $79,033 plus audit-related fees of $50,000 plus other fees of $2,500, totaling approximately $131,533) represent about 5.6% of audit fees of $2,345,061, well below the 50% threshold. KPMG is a Big 4 firm, appropriate for a company of this size, and no material restatements are disclosed.
Overall Assessment
This is a heavily contested ballot for Bed Bath & Beyond's 2026 annual meeting, driven primarily by the company's severe stock price decline of 78% over three years and 93% over five years, which triggers AGAINST votes for six of seven director nominees under the TSR underperformance policy. The Say on Pay vote receives a FOR determination because CEO compensation was entirely equity-based with no 2025 cash pay, performance awards paid out below target, and the company made meaningful changes after below-70% support in 2025; the auditor ratification also passes cleanly with low non-audit fees and tenure well below the 25-year threshold.