ISS Supports Approval of Reverse Stock
Split
UNION,
N.J., April 11, 2023 /PRNewswire/ -- Bed Bath
& Beyond Inc. (Nasdaq: BBBY) (the "Company" or "BBBY") today
announced that Institutional Shareholder Services ("ISS"), a
leading independent proxy voting and corporate governance advisory
firm, recommends that Bed Bath & Beyond Inc. shareholders vote
"FOR" all proposals detailed in the Company's definitive proxy
statement filed on April 5, 2023.
The Company's upcoming Special Meeting of Shareholders is
scheduled to be held on May 9, 2023
at 10:00 am EDT.
In its report dated April 10,
2023, ISS noted the following:
- The risk to shareholders of non-approval
is specific and severe.
- The reverse stock split may enable the company to raise
sufficient equity capital.
- The company has not demonstrated imprudent use of its
authorized shares in the past three years.
Copies of Bed Bath & Beyond Inc.'s 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.
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
