428,098,624 Outstanding Shares Entitled to
Vote as of March 27, 2023
UNION,
N.J., April 10, 2023 /PRNewswire/ -- Bed Bath
& Beyond Inc. (Nasdaq: BBBY) (the "Company" or "BBBY") today
disclosed information related to the Company's upcoming Special
Meeting of Shareholders scheduled to be held on May 9, 2023 at 10:00 am
EDT. The Company also addressed several frequently
asked questions that have been received recently.
Sue Gove, President & CEO of
Bed Bath & Beyond Inc. said, "We recognize this past year has
been among the most difficult in our Company's history.
Particularly over the last several months, we are grateful to have
overcome immediate challenges and impediments again and again
thanks to the support of our customers, Associates, business
partners, and shareholders. Our dedication to delivering for
our supporters remains unwavering and we will continue to pursue
our operational and financial goals to drive our turnaround."
"We are seeking shareholder approval for a reverse stock split
to continue raising the necessary capital to fulfill our business
goals. We understand the choices we have had to make to
improve our liquidity have led to speculation both about our
business and our stock. We are taking the necessary steps as
part of our financial strategy to sustain and grow our
business. One thing remains true -- many families, including
our 20 million and growing Welcome Rewards members, continue to
visit our beloved brands, Bed Bath & Beyond and buybuy BABY, to
find solutions for life's special moments. We have operated
for more than 50 years, and we are determined to deliver for the
long-term benefit of our stakeholders."
Today's announcement intends to answer questions regarding the
Company's upcoming shareholder vote and its stock. The
Company plans to continue addressing inquiries in future
communications.
- There were 428,098,624 BBBY shares outstanding as of
March 27, 2023, the record date for
the Special Meeting of Shareholders that is scheduled for
May 9, 2023.
- Only the holders of these shares, whose trades have settled as
of the record date, are entitled to vote at the Special Meeting of
Shareholders. Other transactions related to trading in BBBY
shares, such as share borrowing, derivatives (including options
contracts) or short selling, do not impact the number of shares
entitled to vote at the Special Meeting of Shareholders.
- A definitive proxy statement detailing the Company's proposals
for shareholder approval, was filed on April
5, 2023. Copies of the proxy and voting materials are
being delivered to investors, and to brokerage firms holding shares
on behalf of investors in street name. Various distribution agents
are responsible for forwarding proxy materials on behalf of banks,
brokers and other nominees. Such investors are encouraged to
reach out to their brokers if proxy materials have not yet been
forwarded to them by their brokers by the end of this week.
- The Company has received several inquiries from shareholders
regarding "naked short selling." The Company does not have
specific access to information regarding any share lending or short
selling transactions. While the Company is unable to confirm
such activity, the Company denounces any market manipulation of its
stock.
- The Company has received requests for the number of directly
registered shares. Once the Company can confirm an
approximate count, it aims to release this information in future
communications.
- The outstanding share count presented above includes those
shares held by both domestic and international investors. The
Company understands that certain international brokerage houses may
restrict international investors' ability to cast their votes.
Affected international investors may wish to seek out other brokers
who facilitate shareholder voting for future elections.
The Company will regularly update its Investor Relations website
with information about the Special Meeting of Shareholders, in
addition to general information about its business.
About the Company
Bed Bath & Beyond Inc. and 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
primarily in the Home and Baby markets. Additionally, the Company
is a partner in a joint venture which operates retail stores in
Mexico under the name Bed Bath
& Beyond.
The Company operates websites at bedbathandbeyond.com and
buybuybaby.com.
Additional Information and Where to Find It
This communication may be deemed solicitation material in
respect of the Special Meeting of Shareholders of the Company
scheduled to be held on May 9, 2023
to vote on an amendment to the Company's Amended and Restated
Certificate of Incorporation to effect, at the discretion of the
Board of Directors (the "Board"), a reverse stock split of the
Company's common stock, par value $0.01 per share, at a ratio in the range of
1-for-10 to 1-for-20, with such ratio to be determined at the
discretion of the Board. This communication does not constitute a
solicitation of any vote or approval of the proposals to be voted
on at the Special Meeting of Shareholders. In connection with the
Special Meeting of Shareholders, the Company filed with the
Securities and Exchange Commission (the "SEC") and mailed to its
shareholders a proxy statement regarding the business to be
conducted at the Special Meeting of Shareholders. The Company may
also file other documents with the SEC regarding the business to be
conducted at the Special Meeting of Shareholders. This
communication is not a substitute for the proxy statement or any
other document that may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S SHAREHOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND ANY AMENDMENTS THERETO
(WHEN AVAILABLE) IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED OR
TO BE FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE
BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING OF SHAREHOLDERS
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
BUSINESS TO BE CONDUCTED AT THE SPECIAL MEETING OF SHAREHOLDERS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE
CONDUCTED AT THE SPECIAL MEETING OF SHAREHOLDERS.
Shareholders may obtain a free copy of the proxy statement and
other documents the Company files with the SEC (when available)
through the website maintained by the SEC at www.sec.gov. The
Company makes available free of charge on its investor relations
website copies of materials it files with, or furnishes to,
the SEC.
Participants in the Solicitation
The Company and its directors, executive officers and certain
employees and other persons may be deemed to be participants in the
solicitation of proxies from the Company's shareholders in
connection with the business to be conducted at the Special Meeting
of Shareholders. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of the Company's directors and executive officers in the
definitive proxy statement filed in connection with the Special
Meeting of Shareholders, which may be obtained free of charge from
the sources indicated above. To the extent the holdings of the
Company's securities by the Company's directors and executive
officers have changed since the amounts set forth in the definitive
proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Forward-Looking Statements
This press release contains
a number of forward-looking statements. Words such as "expect,"
"will," "working," "plan" and variations of such words and similar
future or conditional expressions are intended to identify
forward-looking statements. These forward-looking statements
reflect the Company's current views with respect to, among other
things, future events. These forward-looking statements are not
guarantees of future results and are subject to a number of risks
and uncertainties, many of which are difficult to predict and
beyond the Company's control. Important factors that may
cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, the
ability to obtain shareholder approval of a reverse stock split
proposal, which is required to enable the Company to make full use
of the common stock purchase agreement with B. Riley Principal
Capital II, LLC (the "Common Stock Purchase Agreement"); the
Company's at-the-market offering program and the Common Stock
Purchase Agreement and the use of proceeds therefrom; the price of
our common stock at any given time; risks related to the failure to
receive the full amount of gross proceeds from the Company's
financing transactions; the Company's ability to maintain access to
its credit agreement; the Company's ability to deliver and execute
on its turnaround plans; the Company's potential need to seek
additional strategic alternatives, including restructuring or
refinancing of its debt, seeking additional debt or equity capital,
reducing or delaying its business activities and strategic
initiatives, or selling assets, other strategic transactions and/or
other measures, including obtaining relief under the U.S.
Bankruptcy Code, and the terms, value and timing of any transaction
resulting from that process; the Company's ability to finalize or
fully execute actions and steps that would be probable of
mitigating the existence of "substantial doubt" regarding the
Company's ability to continue as a going concern; the Company's
ability to address any material weaknesses in our internal control
over financial reporting; and the Company's ability to
increase cash flow to support the Company's operating activities
and fund its obligations and working capital needs, and the other
risk factors described in the Company's filings with the SEC,
including the factors set forth under the section entitled "Risk
Factors" in the Company's Annual Report on Form 10-K for the year
ended February 26, 2022, the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 27, 2022, the Company's
Quarterly Report on Form 10-Q for the quarter ended November 26, 2022, Exhibit 99.3 to the Company's
Current Report on Form 8-K filed on February
6, 2023, the Company's Current Report on Form 8-K filed on
February 7, 2023, the Company's
prospectus supplement filed on March 30,
2023, and the Company's definitive proxy statement filed on
April 5, 2023. The Company disclaims
and does not undertake any obligation to update or revise any
forward-looking statement in this press release, except as required
by applicable law or regulation.
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SOURCE Bed Bath & Beyond
