www.restorebedbath.com

IMPORTANT

Your vote is important, no matter how few shares of Common Stock you own. The Investor Group urges you to sign, date, and return the enclosed WHITE proxy card today to vote FOR the election of the Nominees and in accordance with the Investor Group’s recommendations on the other proposals on the agenda for the 2019 Annual Meeting.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the Company’s proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our ten (10) Nominees only on our WHITE proxy card. So please make certain that the latest dated proxy card you return is the WHITE proxy card. 

BACKGROUND OF THE SOLICITATION

REASONS FOR THE SOLICITATION

WE BELIEVE THE TIME FOR SUBSTANTIAL CHANGE IS NOW

For far too long, the Board has presided over an extended period of poor stock price performance, decelerating operational performance, excessive compensation, and poor corporate governance. Prior to the recent board changes, which we view as reactive and hastily constructed in response to our active engagement, the average director tenure was approximately 19 years, which, in our view, hindered proper oversight of management. Even with the recent Board changes, we believe the Board lacks sufficient retail expertise and has left CEO Temares at the helm, implementing strategic initiatives that in our view have shown little evidence of success. Furthermore, we believe the Board has failed at its basic duty to oversee the creation of a viable strategy, prioritize initiatives, measure success and ensure management is held accountable for execution.

Until recently, the Board was presided over by Co-Founders, Co-Chairmen Emeriti Warren Eisenberg and Leonard Feinstein who have both served on the Board for 48 years, while the Company seems to be growing more out of touch with modern retail with every passing day. In our view, the Company has not demonstrated an ability to appropriately respond to a changing retail landscape that demands a greater aptitude for how to compete in an omnichannel world. While Messrs. Eisenberg and Feinstein have some very dated retail experience primarily through their 48-year tenure at Bed Bath, the CEO and the rest of the independent directors have very minimal retail experience. The recent Board changes are also equally troubling as only two of the five newly appointed directors have direct retail experience. This lack of meaningful outside retail experience and relevant expertise may explain why more than $8 billion in market value has been destroyed during CEO Temares’ 15-year tenure. While overseeing Mr. Temares’ reign of prolific shareholder value destruction, Messrs. Eisenberg and Feinstein were each paid over $60 million over the past 15 years. For his part, CEO Steven Temares has been paid over $180 million over this same period.

The problem with the new Board is that it appears to have been constructed to perpetuate the status quo. While on the surface, the resignation of seven (7) directors and the appointment of five (5) new directors looks like change, the new directors lack much in the way of retail experience and they are faced with several challenges, including the following:

We believe the Company’s dramatic underperformance – when coupled with its poor corporate governance and excessive pay packages – necessitates wholesale Board and management changes. Given the lack of a new strategic plan formulated by the recently constructed Board, we fear the status quo will continue, as the same initiatives which haven’t driven shareholder value will continue to be pursued under the helm of CEO Temares. We believe the Company has tremendous potential and a valuable and dedicated workforce of more than 62,000 employees that can thrive with the right board and management team in place.

We have nominated a slate of ten (10) highly qualified Nominees for election to the Board at the Annual Meeting. Our Nominees were carefully selected for their diverse skill sets in areas directly relevant to Bed Bath’s business, its current challenges, and importantly, its opportunities. Our Nominees collectively bring decades of retail experience, leadership skills, operational execution, financial acumen, a strong respect for proper corporate governance and an unequivocal commitment to represent the best interests of all shareholders. Our Nominees, if elected, are prepared to begin executing on a strategic plan for Bed Bath that will seek to dramatically increase margins, cash flow, and restore Bed Bath’s position as a dominant retailer while also holding management accountable. We believe that our Nominees, if elected, will bring about the much needed change that is urgently required at Bed Bath.

The Current Leadership Team and Board has Overseen Tremendous Value Destruction

Bed Bath’s stock has significantly underperformed the S&P 500, Russell 2000, its proxy peer group and the Company’s closest retail peers over a one, three, five and ten-year period as well as since April 2, 2003 when Steven Temares took the helm as the Company’s CEO.

Source: SEC Filings, Bloomberg, Capital IQ as of 3/22/19

(1) Proxy Peer Group: AAP, AZO, DKS, DDS, DG, DLTR, FL, GME, GPS, KSS, LB, M, JWN, ODP, ORLY, ROST, WSM

(2) Closest Retail Peers: FND, HD, TSCO, LOW, WMT, HOME, RH, TGT, WSM, TTS, MIK, TCS, BBY, DKS, ODP, KIRK, JCP, KSS, JWN, M, BURL, ROST, TJX

Not only is the performance of Bed Bath below its peers and indices, the performance is negative for all time periods noted. In our view, an engaged and properly aligned Board would have recognized the need to take substantive action to address Bed Bath’s deteriorating performance long ago.

Bed Bath’s Financial Results Have Been in Constant Decline

Bed Bath’s financial results have been in decline for many years. The decline is most clearly demonstrated in Bed Bath’s drop in return on invested capital (“ROIC”). The ROIC of Bed Bath was roughly 25% five years ago and has now declined to 6.3% in FY 2018.

25.0% 25.2 % 24.8 % 23.7 % 21.0 % 17.0% 11.3 % 6.3 % 0.0 % 5.0 % 1 0 . 0% 1 5 . 0% 2 0 . 0% 2 5 . 0% 3 0 . 0% FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 Return on Invested Capital %

Source: Company filings; CapitalIQ

In our view, the components of the decline stems from a decrease in gross margin and rapidly rising selling, general and administrative (“SG&A”) expenses. The results of this can most clearly be seen in Bed Bath’s EBITDA margins on the chart below:

16.8 % 16.0% 15.1 % 14.0 % 11.7 % 8.8% 6.3 % 6.0 % 4.0 % 2.0 % 0.0% 8.0% 1 0 . 0% 1 2 . 0% 1 4 . 0% 1 6 . 0% 20.0% 18.4 % 18.0% FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 Adjusted EBITDA Margin %

Source: Company filings; Capital IQ

Under the Board’s oversight and guidance, management has delivered a same-store sales compounded annual growth rate (“CAGR”) of 0.7% over the last five years. The lack of growth seems to stem from the Company’s inability to deliver a compelling assortment, experiential shopping environment and a viable omnichannel strategy. Further issues that appear to be causing market share erosion include:

Gross margins have materially contracted by approximately 730-basis points in the last eight years from 41% to 34% as demonstrated in the chart below.

41.4 % 40.2 % 39.7 % 38.9 % 38.2 % 37.5 % 36.0 % 34.1 % 34.0% 3 3 . 0% 3 2 . 0% 3 1 . 0% 3 0 . 0% 36.0% 3 5 . 0% 3 7 . 0% 38.0% 3 9 . 0% 4 0 . 0% 4 1 . 0% 4 2 . 0% FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 Gross Margin %

Source: Company filings; CapitalIQ

We believe this is a result of several factors including:

At the same time, SG&A expenses have increased 27% in the last five years. As a percentage of sales, SG&A has gone from 25% to 31% as demonstrated in the chart below.

$2,363 $2,75 1 $2,951 $3,065 $3,20 5 $3,441 $3,665 $3,681 24.9% 25.2% 25.7% 25.8% 26.5% 28.2% 29. 7% 30.6% 20.0% 2 2 . 5% 2 5 . 0% 27.5% 3 0 . 0% 3 2 . 5% $0 $ 5 0 0 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 SG&A % of Sales SG&A $'s

Source: Company filings; Capital IQ

The Company’s lack of sufficient disclosure makes it difficult to understand the drivers of additional costs. However, the Investor Group believes expense creep comes from a combination of higher advertising expenses, increasing head count, extensive use of consultants, and excessive executive compensation.

Bed Bath’s Capital Allocation Track Record is Troubling

While declining margins have been part of the story, the Company’s track record of capital allocation has been deeply concerning. According to the Company’s financial statements, capital expenditures have climbed from $243 million in fiscal 2011 to over $325 million in fiscal 2018. In addition, poorly executed acquisitions of non-core businesses, some of which were purchased from the children of the Co-Chairmen Emeriti (such as buybuy Baby and Chef Central) appeared to do little to improve any overall return or profit metrics and we believe have added significant complexity to the business.

Further exacerbating the problem, over the last 15 years, the Company has spent approximately $10.6 billion of cash to buy back the Company’s stock at an average price of $50 per share as demonstrated in the chart below, oddly repurchasing more shares when the stock price was high than when the stock price was lower.

$350 $598 $301 $734 $48 $95 $688 $1,218 $1,00 1 $1,284 $2,251 $1,101 $547 $252 $148 $40 $36 $40 $36 $29 $35 $43 $62 $70 $68 $44 $31 $16 $0 $ 10 $ 20 $ 3 0 $ 40 $ 5 0 $ 70 $ 80 $0 $ 5 0 0 $ 1 , 0 0 0 $1,500 $ 2 , 0 0 0 $2,500 $59 $3,000 $57 $ 60 $ 3 , 5 0 0 $ 4 , 0 0 0 F Y04 F Y05 F Y06 F Y07 F Y08 F Y14 F Y15 F Y16 F Y17 F Y18 Price of Shares Repurchased Cash Spent on Share Repurchases ($'s in millions) FY09 FY10 FY11 Cash Used for Share Repurchase FY12 FY13 Average Price

Source: Company filings; CapitalIQ

Poor Corporate Governance and Compensation Practices Demonstrate a Lack of Alignment with Shareholders

Bed Bath has demonstrated a history of excessive compensation which seems to lack alignment with performance. Until recently, the Co-Chairmen Emeriti Eisenberg and Feinstein have both been paid like CEO’s since transitioning to Chairmen in 2003, as evidenced by the fact that each were paid over $60 million since 2003. Since Steven Temares became CEO, Bed Bath’s shares have declined 58% compared to its closest retail peers which are up 599%. For presiding over this value destruction, CEO Steven Temares has been paid over $180 million since 2003.

$186,429 , 263 $63,155,190 $63,434,253 $200,000,000 $150,000,000 $250,000,000 $300,000,000 $350,000,000 Total Cumulative Compensation $100,000,000 $50,000,000 $0 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 Steven Temares Total Compensation Warren Eisenberg Total Compensation Leonard Feinstein Total Compensation

Source: Company filings; CapitalIQ

(1) Value of stock options issued estimated using Black Scholes pricing model (FY2003 through FY2005)

Glass, Lewis & Co., LLC gave the Company’s 2018 and 2017 executive compensation each a grade of “F” in its pay-for-performance model, noting that the Company paid more compensation to its named executive officers than the median compensation for its peer group but performed worse than its peers in a number of different performance measures, including both return on assets and return on equity in 2018. Additionally, in 2018, Institutional Shareholder Services gave the Company a QualityScore of “10” in its Compensation category and a “9” in its Board Structure category, where a decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

At the 2018 Annual Meeting, Victoria Morrison, received 56% of votes cast AGAINST her. The Board, who was not sufficiently responsive to the prior three years of failed Say on Pay votes, also chose to ignore the shareholder vote to hold Ms. Morrison accountable and unanimously voted to keep her on the Board after she failed to receive support from a majority of Bed Bath shareholders. This blatant behavior to circumvent the will of the shareholders must be corrected.

We also question the extent of related party transactions with the Co-Chairmen Emeriti’s children. For example, in March 2007, the Company disclosed in its proxy statement for the 2009 annual meeting of shareholders, that two sons of Leonard Feinstein sold Bed Bath an eight-store chain now known as buybuy Baby for $67 million in cash and a $19 million debt repayment including $3 million of debt owed to Leonard Feinstein. In January 2017, the Company disclosed in its proxy statement for the 2017 annual meeting of shareholders that a son of Warren Eisenberg sold Bed Bath an underperforming small business known as Chef Central for $1 million in cash plus an earnout. Given the extraordinary losses in shareholder value over the past 15 years, we fail to see the benefit of acquiring these businesses.

In addition, there is limited ability for shareholders to act outside of the annual meeting process. Shareholders can only act by written consent with unanimity and special meetings may only be called by shareholders holding at least 50% of the voting power. Moreover, directors may only be removed for cause and shareholders cannot fill director vacancies even if a director is removed by shareholders.

We Have a Better Path Forward

We Have Recruited an Exceptional Team of Retail Industry Experts to Return Bed Bath to Prosperity

Our Nominees possess diverse skill sets in areas directly relevant to Bed Bath’s business. Given the reactive nature of this Board to appoint five new directors without announcing a new strategic plan while keeping CEO Temares at the helm to continue implementing initiatives that do not show signs of improving the business, we believe that nothing short of wholesale change to the Board will facilitate a turnaround of the Company. We have worked diligently with our Nominees, our group of advisors, and one of the leading operationally-focused consulting firms to develop a comprehensive plan to create significant shareholder value at Bed Bath. Our Nominees, if elected, are prepared to begin executing on this comprehensive plan for Bed Bath that will seek to dramatically increase margins, cash flow, and restore Bed Bath’s position as a dominant retailer. Our plan to turn Bed Bath around prioritizes the following initiatives:

Our Nominees are:

SOURCING, SUPPLY CHAIN AND PRIVATE LABEL:

[Janet E. Grove (age 68)

[Victor Herrero Amigo (age 50)

[Hugh R. Rovit (age 58)

RETAIL OPERATIONS:

[Theresa R. Backes (age 61)

[Sue Ellen Gove (age 60)

[Cynthia S. Murray (age 61)

[Alexander W. Smith (age 66)

[Jeffrey A. Kirwan (age 52)

MARKETING, BRANDING AND E-COMMERCE:

[David A. Duplantis (age 54)

[John E. Fleming (age 60)

[Jeremy I. Liebowitz (age 49)

[Martine M. Reardon (age 56)

INVESTMENTS, GOVERNANCE, REAL ESTATE AND TURNAROUNDS:

[Joseph Boehm (age 56)

[Jonathan Duskin (age 51)

[Jon Lukomnik (age 63)

[Joshua E. Schechter (age 45)

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board is currently composed of ten (10) directors, each with a term expiring at the 2019 Annual Meeting. Legion Partners Holdings has nominated ten (10) independent, highly-qualified Nominees for election to the Board to replace the ten (10) incumbent directors. If at least six (6) of the Nominees are elected, such Nominees will represent a majority of the members of the Board.

We strongly believe that anything short of a majority change in the Board at the Annual Meeting will be wholly insufficient to drive the level of change that we believe is required to improve shareholder value and performance at Bed Bath. We have gone to great lengths to identify highly credible director candidates who are independent-thinking business leaders and are committed to putting the best interests of Bed Bath’s shareholders first. Therefore, while the election of a majority of our director candidates may be sufficient to ensure that the changes we are seeking are implemented at Bed Bath following the 2019 Annual Meeting, we have nevertheless nominated a full slate because we believe that each of the director nominees that we have identified is more qualified than the existing members of the Board and that each will bring more relevant skills and experiences to the different aspects of Bed Bath’s business and current challenges than the incumbent nominees the shareholders would otherwise be forced to accept. We believe shareholders deserve to have the best possible Board, comprised of the most talented and experienced individual directors. 

Each of the Nominees is committed to the implementation of our comprehensive turnaround plan for Bed Bath. Therefore, in the event that the Nominees comprise a majority of the Board following the 2019 Annual Meeting, we expect that the Board, consistent with its fiduciary duties, will implement our comprehensive turnaround plan for Bed Bath. While we have confidence that the Nominees’ plans for Bed Bath will put the Company on the right path towards substantial shareholder value creation, there can be no assurance that the implementation of the comprehensive turnaround plan will ultimately enhance shareholder value. In the event that the Nominees comprise less than a majority of the Board following the 2019 Annual Meeting, there can be no assurance that any actions or changes proposed by the Nominees, including the implementation of our turnaround plan, will be adopted or supported by the full Board.

There are ten (10) directorships up for election at the 2019 Annual Meeting. We are soliciting proxies to elect our ten (10) Nominees. Accordingly, the enclosed WHITE proxy card may only be voted for the Nominees and does not confer voting power with respect to any of the Company’s director nominees. Shareholders who return the WHITE proxy card will only be able to vote for our ten (10) Nominees, and will not have the opportunity to vote for any of the Company’s director nominees for any of the seats up for election at the 2019 Annual Meeting.  

THE NOMINEES

The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of the Nominees. The nominations were made in a timely manner and in compliance with the applicable provisions of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that led us to conclude that the Nominees should serve as directors of the Company are set forth above in the section entitled “Reasons for the Solicitation” and below. This information has been furnished to us by the Nominees. All of the Nominees are citizens of the United States.

[Victor Herrero Amigo, age 50, most recently served as Chief Executive Officer and Director of Guess?, Inc. (NYSE: GES), an American clothing brand and retailer, from July 2015 to February 2019. Prior to joining Guess?, Inc., Mr. Herrero held several positions with Inditex Group, the world's largest fashion retailer with brands including Zara, Massimo Dutti, Pull & Bear, Bershka, and Stradivarius. From September 2012 until July 2015, Mr. Herrero served Inditex Group as its Head of Asia Pacific, where he was responsible for all aspects of the Asia business for all brands including the sourcing organization. Prior to that position, Mr. Herrero served as Inditex Group's Head of North Asia and India from May 2010 to August 2012, where he was responsible for all aspects of the business in those markets. Mr. Herrero joined Inditex Group in 2003 and served in a variety of other capacities during his tenure there. Prior to joining Inditex Group, Mr. Herrero served as a management consultant for Arthur Andersen in Asia from 1998 to 2002. He currently serves on the Boards of Directors of several companies and organizations including, Clarks, a global shoe brand and retailer, since March 2019, Global Fashion Group, an e-commerce fashion site operator for high growth markets, since January 2019, Grupo Coppel, a Mexican consumer finance and retail conglomerate, since January 2018 and the Kellogg Alumni Advisory Board in Hong Kong, since January 2010. He was previously a Board Member of the Spanish Chamber of Commerce in Hong Kong, from 1999 to 2001. Mr. Herrero holds an M.B.A. from the Kellogg School of Management at Northwestern University, a B.A. in Business Administration from the Ecole Superieure de Commerce de Paris (ESCP Europe) in Paris, France, and a Bachelor's of Law Degree from the Universidad de Zaragoza in Spain.

We believe that Mr. Herrero's extensive global retail experience in the apparel industry and his experience as Guess?, Inc.’s Chief Executive Officer would enable him to provide valuable strategic and operational insights to the Board.]

[Theresa R. Backes, age 61, has served as the Chief Operating Officer and Managing Director of IPP (Independent Pet Partners), LLC, which operates nearly 150 independent Premium and Natural Pet Wellness Centers across the United States, since August 2017. From November 2015 until August 2017, Ms. Backes served as Chief Operating Officer of Kriser’s Natural Pet, a retailer of natural pet food. From January 2014 to November 2015, Ms. Backes served as a consultant to several start-ups on a pro bono basis. From October 2007 until January 2014, Ms. Backes worked at Francesca’s Holdings Corporation, a U.S. women's specialty value retailer, initially serving as Chief Operating Officer and later becoming President and Chief Operating Officer in January 2013. From 2004 until 2007, Ms. Backes served as the Vice President, Operations and Services at David’s Bridal. She also served in senior operations positions at Gap, Inc. (Sr. Director Operations – Banana Republic) and Gymboree (SVP Stores and Operations) for Gymboree Retail and Play Centers. Ms. Backes holds a BFA in Design from Arizona State University.

We believe Ms. Backes’ over 30 years of senior executive and operational experience in the department store and specialty store retail sectors make her well qualified to serve on the Board.]

[Joseph Boehm, age 56, has served as Executive Vice President, Retail Leasing at QIC Global Real Estate, an owner and manager of retail and commercial properties across Australia and the US, since August 2017.  From 1997 until August 2017, Mr. Boehm served as Executive Vice President, Retail Leasing at Forest City Enterprises, a provider of real estate services.  Mr. Boehm graduated from Miami University with a BS in Accounting. He has been a member of the International Council of Shopping Centers (ICSC) for twenty-eight years, where he has been active in the University of Shopping Centers at the Wharton School on the campus of the University of Pennsylvania as a faculty member, Assistant Dean, and Dean of the Leasing School.

We believe Mr. Boehm’s over 30 years of experience in the retail shopping center industry, directing the leasing strategy and execution of a myriad of product types including regional town centers, enclosed malls, lifestyle centers, power centers, specialty strip centers, and mixed-use entertainment projects, will make his a valuable addition to the Board.] 

[David A. Duplantis, age 54, has served as the Founder of David Duplantis Advisory, an independent advisor and advisory board member to early stage companies in fashion, media, and technology, since August 2017. Prior to that, Mr. Duplantis held a number of senior level management positions at Coach, Inc. (“Coach”), a global fashion company, from 1998 to July 2016, including most recently as President, Global Marketing, Digital, CRM & Customer Experience, from January 2015 to July 2016, President and Executive VP, Global Web, Digital Media & Customer Engagement, from August 2011 to December 2014, and Senior Vice President, Global Web & Digital Media, from July 2009 to July 2011 and North American Retail & Internet, from August 2005 to June 2009. Mr. Duplantis began his career working for a variety of retailers including, J. Crew, Inc. (1995 to 1998), The GAP, Inc. (NYSE: GPS) (1993 to 1995), and Macy’s WEST (1986 to 1993).

We believe that Mr. Duplantis’ experience as a global retail and e-commerce leader with over 25 years of experience driving growth and transformation for iconic specialty and fashion brands would make him a valuable addition to the Board.]

[Jonathan Duskin, age 51, has served as Chief Executive Officer of Macellum Capital Management, LLC, a Delaware limited liability company (“Macellum Capital”), which operates a New York-based pooled investment fund, since July 2009, and as the sole member of Macellum GP, which is the general partner of Macellum Capital, since September 2011. From January 2005 to February 2008, Mr. Duskin served as a Managing Director and Partner at Prentice Capital Management, LP, an investment management firm. From March 2002 to January 2005, Mr. Duskin was a Managing Director at S.A.C. Capital Associates LLC, a New York-based hedge fund. From January 1998 to January 2002, Mr. Duskin was a Managing Director at Lehman Brothers Inc., an investment bank, and served as Head of Product Management and Chairman of the Investment Policy Committee within the Research Department. Mr. Duskin currently serves on the board of directors of Citi Trends, Inc. (NASDAQ: CTRN), a retail clothing chain selling discounted products targeted primarily at urban customers, since May 2017, Christopher & Banks Corporation (NYSE:CBK), a retail company, since June 2016. Mr. Duskin previously served on the boards of directors of The Wet Seal, Inc., Whitehall Jewelers, Inc. and Furniture.com Inc.

Mr. Duskin holds a B.A. in Finance and Economics from the University of Massachusetts at Amherst. We believe Mr. Duskin will bring considerable business, financial services and retail investment expertise, having provided financial and investment banking services to a variety of public and private companies.]

[John E. Fleming, age 60, has served as a member of the Advisory Board of UNTUCKit LLC, a casual men’s apparel company, since December 2017, as a member of the Board of Directors of r21Holdings, Inc., a specialty retailer of young men and women's casual apparel and accessories, since August 2017, and as a member of the Board of Directors of The Visual Comfort Group, a lighting company that serves both wholesale and direct to consumer channels, since May 2017. Additionally, Mr. Fleming has served as an independent director and advisor since August 2016. Previously, Mr. Fleming was most recently the Chief Executive Officer of Global eCommerce of Uniqlo Co. Ltd., a Japanese casual wear designer, manufacturer and retailer, from October 2013 to August 2016. Prior to that, he was at Walmart, Inc. (NYSE: WMT) (“Walmart”), a multinational retail corporation, from 2000 to 2010, where he held a number of executive positions, including Executive Vice President, Chief Marketing Officer (2005 to 2006) and Executive Vice President, Chief Merchandising Officer (2007 to 2010). From 2001 to 2005, Mr. Fleming was the Chief Executive Officer of Walmart.com, Walmart’s e-commerce platform, and was the Chief Merchandising Officer in 2000. He began his career at Dayton Hudson, previously a department store chain, and rose through the ranks to become the Senior Vice President of Merchandising. He was at Dayton Hudson from 1981 to 2000. Since April 2005, Mr. Fleming has served on the Board of Directors of USA Hockey Foundation, the philanthropic arm of USA Hockey. He previously served on the Board of Directors of each of Stick Fix, an online subscription and personal styling service, from 2012 to 2014, Bi-Lo Holdings, LLC, a subsidiary of Southeastern Grocers, a supermarket portfolio, from 2012 to 2014 and Walmart de México y Centroamérica, the Mexican and Central American Walmart division, from 2006 to 2009. Mr. Fleming received his B.A. from Colorado College.

We believe that Mr. Fleming’s significant retail experience coupled with his expertise in the e-commerce sector, would make him a valuable addition to the Board.]

[Sue Ellen Gove, age 60, is President of Excelsior Advisors, LLC, a retail consulting and advisory firm, and serves as a Senior Advisor to Alvarez & Marsal, a corporate consulting firm. Prior to founding Excelsior Advisors in August 2014, she was the President and Chief Executive Officer of Golfsmith International Holdings, Inc., an American golf specialty retailer, from October 2012 to April 2014 and President, from February 2012 to April 2014. Ms. Gove also served Golfsmith as Chief Operating Officer from September 2008 to October 2012, as Chief Financial Officer from March 2009 to July 2012 and as Executive Vice President from September 2008 to February 2012. In addition, Ms. Gove spent 25 years at Zale Corporation (NYSE: ZLC), a jewelry retailer, where she served in senior financial, operating and strategic roles, culminating in the EVP and Chief Operating Officer role. Ms. Gove currently serves on the boards of Tailored Brands, Inc. (NYSE: TLRD), retail holding company for various men's apparel stores since August 2017 and Iconix Brand Group, Inc. (NASDAQ: ICON), a brand management company. Previously, she was a director of each of Logitech International SA (NASDAQ: LOGI), a provider of personal computer and mobile peripherals, from September 2015 until September 2018 and AutoZone Inc. (NYSE: AZO), a retailer of aftermarket automotive parts and accessories, from July 2005 until December 2017. Ms. Gove received her BBA from the University of Texas at Austin.

We believe that Ms. Gove’s extensive industry experience coupled with her extensive board service would make her a valuable addition to the Board.]

[Janet E. Grove, age 68, most recently served as Vice Chairman of Macy’s, Inc., a retailer and operator of department stores, from February 2003 until her retirement in June 2011 and also served as Chairman and Chief Executive Officer of Macy’s Merchandising Group, Inc. from 1999 until 2009. Prior to those positions, Ms. Grove held various senior management positions for Macy’s West. Ms. Grove also served as Senior Vice President, General Merchandise Manager of the Home Store. Ms. Grove previously served on the Board of Directors for each of Safeway, Inc., a supermarket chain, from October 2004 until January 2015, Aeropostale, Inc., a shopping mall based specialty retailer, from February 2012 until May 2016 and ClubCorp Holdings, Inc., an owner and operator of private golf and country clubs, from August 2013 until September 2017. Ms. Grove served in an advisory role to the Chief Executive Officer and senior management for Karstadt Department Stores, a German department store chain, from April 2012 to November 2014. Since 2018, Ms. Grove has been a member of the American Cancer Society’s Desert Coastal Area Board, which encompasses parts of both California and Nevada. Ms. Grove holds a B.S. in Marketing from California State University in Hayward.

We believe that Ms. Grove’s extensive leadership experience in the consumer products and retail industry as well as her expertise in merchandising, strategic planning and operational execution would make her a valuable addition to the Board.]

[Jeffrey A. Kirwan, age 52, will be appointed Executive Chairman of Maurices Incorporated (“maurices”), a specialty retailer focused on women’s value apparel, upon the closing of the acquisition of a majority equity stake in maurices by OpCapita Consumer Opportunities Fund II LP, which is expected to close by early summer 2019. Previously, Mr. Kirwan served as the Global President and Chief Executive Officer, Gap (“Gap”), a division of The Gap, Inc. (NYSE: GPS), a worldwide clothing and accessories retailer, from December 2014 until March 2018. Prior to that, he worked at Gap China as Executive Vice President and President, from February 2013 to December 2014, and as Senior Vice President, Managing Director and Chief Operating Officer from May 2011 to February 2013. Previously, he worked as Senior Vice President, Stores and Operations, Old Navy, a division of The Gap, Inc., from August 2008 to May 2011, and at Old Navy Canady as Senior Vice President and General Manager, from March 2008 to August 2008, and as Vice President and General Manager, from April 2007 to March 2008. Mr. Kirwan received his B.S. from Rhode Island College and an M.B.A. from the University of Maryland University College.

We believe that Mr. Kirwan’s extensive c-suite experience in the global retail industry as well as his management background will make him a valuable addition to the Board.]

[Jeremy I. Liebowitz, age 49, serves as a Founder of Alchemy-Rx, a strategy, marketing and eCommerce agency, since October 2018. Prior to that, he held a series of executive positions at Newell Brands Inc. (NASDAQ: NWL), a worldwide marketer of consumer and commercial products with a portfolio of brands, where he eventually became the division CEO of Global eCommerce, from June 2013 to June 2018. Mr. Liebowitz was the Vice President of Digital Commerce & Marketing of Jarden Corporation, a consumer products company, from November 2007 to April 2013. From April 2006 to August 2007, Mr. Liebowitz was a Director of Customer Marketing at L Brands, Inc. (NYSE: LB), a fashion retailer, and AVP of eCommerce and Direct Marketing at TracFone Wireless, Inc., a prepaid mobile virtual network operator, from February 2004 to April 2006. He was a consultant in consumer marketing/ eCommerce from January 2002 to February 2004. He was the Vice President of Marketing at Gerald Stevens, Inc., and a Senior Manager of Marketing at 1800flowers.com (NASDAQ: FLWS), from January 1999 to 2002 and August 1995 to December 1998, respectively. Mr. Liebowitz received his B.A. from the University of Southern California.

We believe that Mr. Liebowitz’s experience in the retail industry combined with his expertise as a world-class marketer and eCommerce operator would make him a well-qualified addition to the Board.]

[Jon Lukomnik, age 62, has served as a Managing Partner of Sinclair Capital LLC, a strategic consulting firm to institutional investors, since 2000, in addition to serving as a Senior Fellow of High Meadows Institute, an institute focused on strengthening the role of business leadership in a sustainable society, since March 2019. Previously, Mr. Lukomnik served as Executive Director for the IRRC Institute, a non-profit that focuses on the informational needs of investors with regard to issues of capital market structure and corporate responsibility, from 2008 until 2018. Prior to that, he served as Managing Director, Head of Business Development and Strategic Planning for CDC Investment Management Corp., an asset management firm, from 1998 to 2000. From 1994 to 1998, he served as the Deputy Comptroller for Pensions and Asset Management for the City of New York. Currently, Mr. Lukomnik serves as a director for Van Eck Mutual Funds and Insurance Trusts, since 2006 and Van Eck ICAV Ireland, since 2014. Previously, Mr. Lukomnik served as a director for the Van Eck SIVAC Luxembourg, from 2014 to 2017, Sears Canada Inc., the Canadian subsidiary of the Sears department store chain, from 2006 to 2010, AutoEurope, a large car rental wholesale company, from 2004 to 2005, and GovernanceMetrics  International, a corporate governance research and ratings firm, from 2000 to 2004. Additionally, Mr. Lukomnik has served as a director for several non-profits, including the Forward Association, from 2006 until 2015 and the New York Classical Theatre, from 2005 until 2014. Further, Mr. Lukomnik currently sits on the Standing Advisory Group of the Public Company Accounting Oversight Board, since 2015, the Deloitte LLP Audit Quality Advisory Council, since 2013. Mr. Lukomnik received a BA from Columbia University and undertook graduate work in Business and Public Administration at New York University.

We believe that Mr. Lukomnik’s turnaround expertise and significant corporate governance experience as a board member and in advisory roles will make him a valuable addition to the Board.] 

[Cynthia S. Murray (Cinny), age 61, is the Founder and has served as Chief Executive Officer of Stanmore Partners, a senior leadership consultant to CEOs, private equity firms, and start-ups, since July 2018. From January 2017 to July 2018, she was the President of Fullbeauty Brands, a plus size women’s and men’s apparel and home goods holding company. Prior to that, she was the Brand President of Chico’s at Chico’s FAS, Inc. (NYSE: CHS), a women’s clothing chain, from February 2009 to September 2016.From 2004 to 2009, Ms. Murray served as the Executive Vice President of Stage Stores, Inc., a department store retailer of moderately priced, name-brand apparel, accessories, cosmetics, footwear and home goods. She was also the Senior Vice President of Talbots, Inc., a specialty retailer and direct marketer of women's clothing, shoes and fashion accessories, from 1998 to 2004. Ms. Murray was also the Vice President of Saks Fifth Avenue/ Saks Off Fifth, from 1997 to 2009. Ms. Murray served on the Board of Directors of Francesca’s Collections, a specialty retailer offering women’s apparel, jewelry, shoes accessories and gift items, from 2008 to 2009. She currently serves on the Board of Trustees and was the Honorary Chair of the Naples Shelter for Women and Children. Additionally, she serves on the Board of Governors for the FSU School of Business and was inducted to the Florida State University College of Business Hall of Fame in 2014. She holds a B.S. in Business from the Florida State University.

We believe that Ms. Murray is a seasoned C-Suite Executive with the expertise and accomplished track record to make her a well-qualified addition to the Board.]

[Martine M. Reardon, age 56, is a corporate director with over 30 years of retail marketing experience including her most recent role as Chief Marketing Officer at Macy's Inc. (NYSE: M), a retailer and operator of department stores, from February 2012 until she retired in May 2016. Prior to that, Ms. Reardon previously held various progressively senior roles at Macy's Inc., including as Executive Vice President for Marketing from February 2009 to February 2012, Executive Vice President of National Marketing Strategy, Events and Public Relations at Macy's Corporate Marketing from 2007 until 2009 and as its Senior Vice President of Marketing and Sales Promotion at New York-based Macy's East from 2002 to 2007. Ms. Reardon began her retail career in special events at Federated's Abraham & Straus division in Brooklyn in 1984. Ms. Reardon is a strategic advisor to the National Retail Federation and on the advisory boards of Lumanu, Inc., Collette Travel and Mohawk Fine Papers.  Ms. Reardon serves on the Board of Directors of Empire Company Limited (TSX: EMP.A), a $24.4 billion dollar Canadian company whose key businesses are food retailing, pharmacy and related real estate, since January 2017. Ms. Reardon holds a B.S. from St. Francis College.

We believe that Ms. Reardon’s extensive industry experience and her reputation as a world class marketer would make her a well-qualified addition to the Board.]

[Hugh R. Rovit, age 58, is a corporate director who most recently was the Chief Executive Officer of Ellery Homestyles LLC, a supplier of consumer products to major retailers, from May 2013 to September 2018. Prior to that, he was the Chief Executive Officer of Sure Fit, Inc., a provider of ready-made slipcovers and related accessories, from May 2006 to December 2012. Previously, he was a Principal at Masson & Company, LLC, a provider of interim and crisis management, from 2001 to 2005. From 1998 to 2001, Mr. Rovit served as Chief Operation Officer and Chief Financial Officer of Best Manufacturing, Inc., a provider of institutional linen and service apparel. Before that, Mr. Rovit served as Chief Financial Officer at Royce Hosiery Mills, Inc., a designer of brand name hosiery, from 1991 to 1998. Prior to that, Mr. Rovit served as the assistant to the Chairman at The Natori Company, Inc., a women’s fashion designer and manufacturer, from 1988 to 1991. Mr. Rovit worked as an associate at Lehman Brothers, a global financial services firm, from 1987 to 1988, and as an analyst, from 1983 to 1984. Currently, Mr. Rovit has served on the board of directors for each of Spectrum Brands Holdings, Inc. (NYSE: SPB), a global and diversified consumer products company, since 2010 and Xpress Retail, LLC, a self-service movie rental kiosk operator, since 2015. Previously, Mr. Rovit has served on the board of directors for each of Twin-Star International, Inc., a designer and manufacturer of home furnishings and electric fireplaces, from 2015 to 2016, Nellson Nutraceutical, LLC, a manufacturer and formulator of branded and private-label nutritional products, from 2007 to 2013, Oneida Ltd., a manufacturer and marketer of stainless steel flatware and tabletop products, from 2004 to 2011, Cosmetic Essence LLC, a beauty care products and cosmetics provider, from 2009 to 2010 and Atkins Nutritionals, a nutritional products supplier, from 2005 to 2007. Mr. Rovit received his B.A. from Dartmouth College and holds an M.B.A. from Harvard Business School.

We believe that Mr. Rovit’s extensive experience in the retail industry would make him a valuable addition to the Board.]

[Joshua E. Schechter, 45, is a private investor. Mr. Schechter has also served as Chairman of the Board of Directors of SunWorks, Inc. (NASDAQ: SUNW), a premier provider of high-performance solar power solutions, since May 2018 and as a director since April 2018, as a director of Genesco Inc. (NYSE: GCO), a specialty retailer of footwear and accessories, since April 2018, Viad Corp (NYSE:VVI), an S&P SmallCap 600 international experiential services company, since April 2015, and a director of Support.com, Inc. (NASDAQ:SPRT), a leading provider of cloud-based software and services, since June 2016. He previously served as a director of Aderans Co., Ltd. (TYO:8170) (“Aderans”), a multi-national company engaged in hair-related business, and as the Executive Chairman of Aderans America Holdings, Inc., Aderans’ holding company in the United States, from August 2008 to May 2015. From 2001 to June 2013, Mr. Schechter served as Managing Director of Steel Partners Ltd., a privately owned hedge fund sponsor, and from 2008 to June 2013, Mr. Schechter served as co-President of Steel Partners Japan Asset Management, LP, a private company offering investment services. Mr. Schechter previously served on the board of directors of The Pantry, Inc. (formerly NASDAQ:PTRY), a leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country, from March 2014 until the completion of its sale in March 2015; WHX Corporation (n/k/a Handy & Harman Ltd.) (formerly NASDAQ:HNH), a diversified manufacturer of engineered niche industrial products with leading market positions in many of the markets it serves, from 2005 until 2008; and Puroflow, Inc. (n/k/a Argan, Inc.) (NYSE:AGX), a provider of a full range of power industry and telecommunications infrastructure services, from 2001 until 2003. Mr. Schechter earned an MPA in Professional Accounting and a BBA from The University of Texas at Austin.

We believe that Mr. Schechter’s financial and investment experience in a variety of industries, together with his significant experience serving on a number of public company boards, makes him well qualified to serve on the Board.]

[Alexander W. Smith, age 66, has served as the Chairman of Vitamin Shoppe, Inc. (NYSE: VSI), a retailer of nutritional supplements, since December 2017 and has been a member of its Board of Directors since April 2017. Mr. Smith currently serves as a director of Art Van Furniture, LLC, a furniture retail company, since June 2017 and as a director of Bluestem Group Inc. (OTC:MKTS), which through its subsidiaries offers a selection of name-brand, private label, and non-branded merchandise through Internet Websites and catalog serving low to middle income consumers in the United States, since April 2017. Previously, Mr. Smith served as President, Chief Executive Officer and a member of the Board of Directors of Pier 1 Imports, Inc. ("Pier 1 Imports")(NYSE:PIR), an omnichannel retailer specializing in imported home furnishings and decor, particularly furniture, table-top items, decorative accessories, and seasonal décor, from February 2007 until December 2016. Prior to joining Pier 1 Imports, from 1995 until 2007, Mr. Smith was employed by TJX Companies, Inc. (NYSE:TJX), an off-price department store corporation, where he was instrumental in the development of TK Maxx in the U.K, and served as Group President, where his responsibilities included Winners in Canada, Home Goods, TJ Maxx and Marshalls, plus a number of corporate functions. From December 2013 to July 2016, Mr. Smith served as a director of Tumi, Inc., a manufacturer of high-end suitcases and bags for travel. From June 2007 to April 2011, Mr. Smith also served as a director of Papa John's International, Inc. (NASDAQ: PZZA). Mr. Smith holds a BSc and Doctor of Civil Law honoris causa degree from the University of East Anglia.

We believe that Mr. Smith’s experience in retailing and brand management, his turnaround experience at Pier 1 Imports, and his extensive public company experience as a senior executive and director would make him a well-qualified addition to the Board.]

[The principal business address of Mr. Herrero is 38A Ritz-Carlton Residences, 900 Olympic Boulevard, Los Angeles, California 90015.] [The principal business address of Ms. Backes is 1518 East Verde Boulevard, San Tan Valley, Arizona 85140.] [The principal business address of Mr. Boehm is 600 Superior Avenue, Suite 1500, Cleveland, Ohio 44114.] [The principal business address of Mr. Duplantis is 120 Eleventh Avenue, No. 3B, New York, New York 10011.] [The principal business address of Mr. Duskin is 99 Hudson Street, 5th Floor, New York, New York 10013.] [The principal business address of Mr. Fleming is 5022 Bruce Avenue, Edina, Minnesota 55424.] [The principal business address of Ms. Gove is 4408 Long Champ Drive, No. 38, Austin, Texas 78746.] [The principal business address of Ms. Grove is 38 Sun Ridge Circle, Rancho Mirage, California 92270.] [The principal business address of Mr. Kirwan is 462 West 58th Street, New York, New York 10019.] [The principal business address of Mr. Liebowitz is 35 West 15th Street, No. 15B, New York, New York 10011.] [The principal business address of Mr. Lukomnik is 924 West End Avenue, Suite T-4, New York, New York 10025.] [The principal business address of Ms. Murray is 9959 Brassie Bend, Naples, Florida 34108.] [The principal business address of Ms. Reardon is 360 East 72nd Street, No. 3303, New York, New York 10021.] [The principal business address of Mr. Rovit is 51 Twin Oak Road, Short Hills, New Jersey 07078.] [The principal business address of Mr. Schechter is 302 S. Mansfield Avenue, Los Angeles, California 90036.] [The principal business address of Mr. Smith is 35 Watergate Drive, No. 1204, Sarasota, Florida 34236.]

As of the date hereof, none of the Nominees, except Messrs. Duskin and Fleming, own beneficially or of record any shares of Common Stock and have not entered into any transactions in shares of the Common Stock during the past two (2) years. As of the date hereof, Mr. Fleming beneficially owns 5,000 shares of Common Stock. The shares of Common Stock purchased by Mr. Fleming were purchased in the open market with personal funds. As the sole member of Macellum GP, Mr. Duskin may be deemed to beneficially own the 446,415 shares of Common Stock beneficially owned directly by Macellum Home, including 89,500 shares underlying long call options that are currently exercisable. The shares of Common Stock purchased by Macellum Home were purchased in the open market with working capital.

Each of the Nominees may be deemed to be a member of a “group” with the Legion Group, the Ancora Group and the Macellum Group for the purposes of Section 13(d)(3) of the Exchange Act, and accordingly, the Investor Group may be deemed to beneficially own the 6,912,639 shares of Common Stock beneficially owned in the aggregate by the members of the Investor Group, including 1,419,500 shares underlying call options that are currently exercisable. Each member of the Investor Group disclaims beneficial ownership with respect to the shares of Common Stock reported owned in this Proxy Statement, except to the extent of its, his or her pecuniary interest therein. Each Participant may be deemed to have the power to vote and dispose of the shares of Common Stock disclosed herein that he or it directly beneficially owns or he or it may be deemed to beneficially own, except that with respect to 63,312 shares held in the SMAs, Ancora Advisors only has the power to dispose and not the power to vote such shares. For information regarding purchases and sales of securities of the Company during the past two (2) years by the members of the Investor Group, see Schedule I. 

Mr. Lukomnik has served as the Chair of the Investment Advisory Council for Legion Partners Asset Management, which council was formed for the purpose of providing advice and guidance to the Investment Committee of Legion Partners Asset Management in any matter related to the investment process, since December 2013. Mr. Lukomnik has received $25,000 annually for such services. The Investment Committee of Legion Partners Asset Management consulted with Mr. Lukomnik before making its initial investment in the Company. Mr. Lukomnik is not an employee of the Legion Partners Asset Management and does not receive any other compensation or payments from the Legion Partners Group. Notwithstanding such service, Mr. Lukomnik continues to be completely independent of Legion Partners Asset Management and its affiliates.

Each Nominee presently is, and if elected as a director of Bed Bath would be an “independent director” within the meaning of (i) applicable NASDAQ listing standards applicable to board composition and (ii) Section 301 of the Sarbanes-Oxley Act of 2002, unless any Nominee were requested to serve as the Chief Executive Officer of the Company. We intend to launch a search to address this key position and within our group of Nominees there are a number of candidates who have the skill set to take the helm, if necessary, after the Annual Meeting. However, as of the date hereof, there is no understanding or arrangement for any Nominee or third person to serve as CEO or interim CEO of the Company. To the extent the Investor Group determines, after undertaking a comprehensive search for a new CEO, that a Nominee would be the most qualified candidate to serve as the CEO of the Company, the Investor Group will provide supplemental disclosure to this effect. No Nominee is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards. 

On March 20, 2019, the Legion Group, the Macellum Group, the Ancora Funds, Ancora Advisors and Mr. DiSanto entered into a Group Agreement in which, among other things, (a) they agreed, to the extent required by applicable law, to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company, (b) they agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Legion Partners Holdings, to the Board at the 2019 Annual Meeting, (c) they agreed to provide notice to the Investor Group’s legal counsel and a representative of the Legion Group of all trading in the securities of the Company, and not sell or hedge any securities of the Company without the prior written consent of the other parties, and (d) the Legion Group, the Macellum Group and the Ancora Funds agreed to bear all expenses incurred in connection with the Investor Group’s activities, including approved expenses incurred by any of the Participants in connection with this solicitation, subject to certain limitations, on a pro rata basis.

On March 26, 2019, each of the Nominees other than Mr. Duskin, Ancora Special Opportunity and Ancora/Thelen entered into a joinder agreement agreeing to be bound by the terms of the Group Agreement (the “Joinder Agreement”). In addition, each of the Nominees other than Mr. Duskin have agreed, pursuant to the Joinder Agreement, not to undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company, undertake any expenses in connection with this solicitation or communicate on behalf of the Investor Group with regards to the Company without the prior written consent of the Legion Group.

On March 31, 2019, the Group Agreement and Joinder Agreement were amended to provide that the Group Agreement will terminate immediately after the conclusion of the activities described therein, but no later than the final certification by the inspector of elections of the votes for the 2019 Annual Meeting or earlier appoint of any Nominee to the Board, unless otherwise agreed to by the parties thereof.

On March 26, 2019, Legion Partners Holdings, Macellum Home and the Ancora Funds entered into letter agreements with each of the Nominees other than Mr. Duskin, pursuant to which each of Legion Partners Holdings, Macellum Home and the Ancora Funds have agreed to indemnify such Nominees against claims arising from this solicitation and any related transactions.

Each of the Nominees other than Mr. Duskin has granted Jonathan Duskin and Christopher S. Kiper, powers of attorney to execute certain SEC filings and other documents in connection with this solicitation.

Other than as stated herein, and except for compensation received by Mr. Duskin as the sole member of Macellum G.P, there are no arrangements or understandings between the Investor Group and the other Participants or any other person or persons pursuant to which the nomination of the Nominees described herein is to be made, other than the consent by each of the Nominees to be named in this Proxy Statement and to serve as a director of Bed Bath if elected as such at the 2019 Annual Meeting. None of the Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceedings.

If the Investor Group is successful in obtaining shareholder approval for the election of seven (7) or more of the Nominees at the 2019 Annual Meeting, then a change of control of the Board may be deemed to have occurred under certain of the Company’s material contracts.  Based on a review of the Company’s material contracts and agreements, such a change of control may trigger certain change of control provisions or payments contained therein as described below.

The Indenture and First Supplemental Indenture, both dated as of July 17, 2014 (collectively, the “Indenture”), relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior unsecured notes due 2034 and the 5.165% senior unsecured notes due 2044 (collectively, the “Notes”), between the Company and The Bank of New York Mellon, as trustee, include a change of control provision which is triggered, among other things, on the first day on which a majority of the board of directors are not Continuing Directors (as defined below). Any such change of control becomes a triggering event under the Indenture if, sixty (60) days following the earlier of the first public notice of a change of control or the Company's intention to effect a change of control transaction, the rating on any of the Notes is downgraded (below Baa3 by Moody's Investors Service, Inc. and below BBB- by Standard & Poor's Rating Services). In the event that Legion Partners Holdings is successful in electing six (6) or more of its Nominees at the 2019 Annual Meeting and such triggering event occurs, the Company must offer to each noteholder to repurchase all or part of the Notes as set forth in the applicable Note. To avoid triggering a change of control, a committee of a majority of independent Continuing Directors or a majority of Continuing Directors may approve of the nomination of a new director, such that such new director will be deemed a Continuing Director. For purposes of the Indenture, a “Continuing Director” means, as of any date of determination, any member of the Company's board of directors who (1) was a member of the Company's board of directors on the date the Notes were originally issued, (2) was nominated for election to the Company's board of directors with the approval of a committee of the board of directors consisting of a majority of independent Continuing Directors or (3) was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of the Company's board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company's proxy statement in which such member was named as a nominee for election as a director). We believe the Board can, by specific vote, “approve” of the Nominees to avoid triggering a change of control under the Indenture. We have requested such approval based on our belief that the Board has a duty of loyalty and care to the Company and its stockholders to approve of the Nominees to avoid triggering potential adverse financial consequences and because the threat of such consequences will taint the corporate electoral process. The Company has suggested that it may not be able to approve of the Nominees under the Indenture without recommending the Nominees or interviewing them to determine whether they meet the standard for approval. We have responded that we are not seeking the Board’s recommendation of the Nominees and that the delivery of over 1,400 pages of materials submitted in connection with the nomination process should be more than sufficient to assess whether the Nominees meet the standard for approval. Moreover, courts addressing this question have found, which may be applicable here, that “approval” of a rival slate for purposes of a change of control is not a recommendation or endorsement by the incumbent directors and the company may simultaneously recommend its own slate instead; and absent a finding that the rival slate lacked ethical integrity, fell within a category of known bad actors or they had made a specific determination that the rival slate proposed a program that would have demonstrated material adverse effects for the company to meet its legal obligations to its creditors. The incumbent board should approve of a rival slate and allow stockholders to choose directors without fear of adverse financial consequences.  

The Performance Stock Unit Agreement under the 2012 Incentive Compensation Plan (effective 2017) for Steven H. Temares (the “Temares Agreement”), contains a change in control provision which is triggered, among other things, whenever the majority of the board of directors “consists of individuals other than Incumbent Directors, which term means the members of the board of directors … on [December 31, 2008].” Such a change in control is not triggered if two-thirds of the directors who then comprised the Incumbent Directors support the election or nomination of any person becoming a director. In the event that Legion Partners Holdings is successful in electing Nominees at the 2019 Annual Meeting this provision may be triggered. If such change in control is triggered under the Temares Agreement, all shares of Common Stock issuable to Mr. Temares in respect of the subject performance stock units will immediately be released from, and no longer subject to, certain sale restrictions. Of note, the Amended and Restated Supplemental Executive Retirement Benefit Agreement between the Company and Steven H. Temares, dated November 16, 2009 (the “Retirement Agreement”) contains a similar change in control provision. The Retirement Agreement entitles Mr. Temares to receive certain retirement benefits upon the earlier of June 12, 2012 or a change in control. Because the June 12, 2012 threshold date has passed, Mr. Temares is entitled to receive such benefits under the Retirement Agreement regardless of whether Legion Partners Holdings is successful in electing its Nominees at the 2019 Annual Meeting. 

The Company’s 2004 Incentive Compensation Plan (the “2004 Plan”) and the Company’s 2012 Incentive Compensation Plan (the “2012 Plan”) do not define a “change in control,” but if the Board determines to find that a change in a majority of the Board constitutes a change of control, the Compensation Committee of the Board (the “Compensation Committee”), in its sole discretion, may (A) provide for the lapse of restrictions of any restricted stock award, (B) accelerate the vesting of any restricted stock award and/or (c) waive the deferral limitations for any such award. Under the 2004 Plan, a change in control would permit the Compensation Committee to, in its sole discretion, provide for the acceleration and vesting of options and non-tandem stock appreciation rights and any performance award in the event of a such change in control. The Compensation Committee would also be authorized to provide for the earlier lapsing of applicable restrictions on restricted stock awards.

Pursuant to the Company’s Amended and Restated Nonqualified Deferred Compensation Plan, effective January 1, 2006 and adopted December 18, 2008 (the “NQDC”), a change in control occurs, among other things, if a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or elections. In the event that Legion Partners Holdings is successful in electing six or more of its Nominees at the 2019 Annual Meeting, a change in control under the NQDC could be triggered. In that case, under the NQDC, all Participants (as defined in the NQDC) will be fully vested in the amounts credited to their accounts as of the date of the change in control, and the Company may, in its discretion, terminate the Nonqualified Deferred Compensation Plan and distribute all vested balances.

Pursuant to the Company’s 2018 Incentive Compensation Plan (the “2018 Plan”) a change in control occurs, among other things, if during any period of twelve (12) months, the majority of the Board consists of individuals other than “Incumbent Directors” which term means the members of the Board at the beginning of such period, and any new director (other than a director whose initial assumption of office occurs as a result of either an actual or threatened election contest) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of a majority of the directors who comprised the Incumbent Directors or whose election or nomination for election was previously so approved. In the event that Legion Partners Holdings is successful in electing six or more of its Nominees at the 2019 Annual Meeting, a change of control under the 2018 Plan could be triggered. Under the 2018 Plan, a change in control would permit the Compensation Committee to, in its sole discretion, provide for the acceleration and vesting of any outstanding award in the event of such change in control. The Compensation Committee would also be authorized to provide for the earlier lapsing of applicable restrictions on restricted stock awards. To date, it is unclear whether any shares have been issued under the 2018 Plan.

Legion Partners Holdings has not independently verified if the copies of the agreements publicly filed by the Company with the SEC and discussed above (collectively, the “Company Agreements”) are the same as the actual executed copies of the agreements, and the analyses above are based on our review of the Company’s public SEC filings. While we are not aware of any, there may be other agreements that may be triggered by a change in control in connection with the nomination and/or election of the Nominees. The discussion of the potential impact of the nomination is based entirely upon our review of the Company Agreements.  Notwithstanding the foregoing, Legion Partners Holdings has requested that the Board, consistent with its fiduciary duties, take any and all action necessary to render inapplicable any change in control provision that would be triggered by the nomination and/or election of the Nominees under the Indenture, Temares Agreement, Retirement Agreement, 2004 Plan, 2012 Plan, 2018 Plan or NQDC, as necessary and to the extent applicable and permitted. Specifically, and as discussed in more detail in the “Background to the Solicitation” section of this Proxy Statement, Legion Partners Holdings has requested that the Board approve of the Nominees to avoid any potential change of control related implications under the Company’s material agreements.

We do not expect that the Nominees will be unable to stand for election, but, in the event any Nominee is unable to serve, or for good cause will not serve, the shares of Common Stock represented by the enclosed WHITE proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under Bed Bath’s organizational documents and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to its Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under Bed Bath’s organizational documents and applicable law. In any such case, shares of Common Stock represented by the enclosed WHITE proxy card will be voted for such substitute nominee(s). Legion Partners Holdings reserves the right to nominate additional person(s), to the extent this is not prohibited under Bed Bath’s organizational documents and applicable law, if Bed Bath increases the size of the Board above its existing size or increases the number of directors whose terms expire at the 2019 Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to our position that any attempt to increase the size of the current Board or to classify the Board constitutes an unlawful manipulation of Bed Bath’s corporate machinery.

WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF THE NOMINEES ON THE ENCLOSED WHITE PROXY CARD

PROPOSAL NO. 2

ADVISORY VOTE ON NAMED EXECUTIVE OFFICERS’ COMPENSATION

As discussed in further detail in the Company’s proxy statement, the Company is asking shareholders to approve, on an advisory basis, the compensation of the Company’s named executive officers as described under “Compensation Discussion and Analysis” in the Company’s proxy statement and the related executive compensation tables, notes and narrative. Accordingly, the Company is asking shareholders to vote for the following resolution:

“RESOLVED, that the compensation paid to the Company’s NEOs for fiscal 2018, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

As discussed in the Company’s proxy statement, while the vote on the executive compensation resolution is non-binding, the Compensation Committee and the Board value the views of Bed Bath shareholders and will take the outcome into account when considering future compensation decisions affecting the Company’s named executive officers.

For the reasons set forth in the “Reasons for the Solicitation” section, we believe that the Company’s executive compensation is excessive and poorly aligned with performance.

WE RECOMMEND A VOTE “AGAINST” THE APPROVAL OF THE NON-BINDING ADVISORY REOLUTION ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AND INTEND TO VOTE OUR SHARES “AGAINST” THE APPROVAL OF THE NON-BINDING ADVISORY REOLUTION ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As discussed in further detail in the Company’s proxy statement, the Company has proposed that the shareholders ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2020. Additional information regarding this proposal is contained in the Company’s proxy statement.

WE MAKE NO RECOMMENATION WITH RESPECT TO THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING FEBRUARY 29, 2020 AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.

VOTING AND PROXY PROCEDURES

Shareholders are entitled to one vote for each share of Common Stock held of record on the Record Date with respect to each matter to be acted on at the 2019 Annual Meeting. Only shareholders of record on the Record Date will be entitled to notice of and to vote at the 2019 Annual Meeting. Shareholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock. Shareholders of record on the Record Date will retain their voting rights in connection with the 2019 Annual Meeting even if they sell such shares of Common Stock after the Record Date. Based on publicly available information, the Investor Group believes that the only outstanding class of securities of the Company entitled to vote at the 2019 Annual Meeting is the Common Stock.

Shares of Common Stock represented by properly executed WHITE proxy cards will be voted at the 2019 Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees, AGAINST the approval of the non-binding advisory resolution on the compensation of the Company’s named executive officers, FOR the ratification of KPMG LLP as the Company’s as the independent registered public accounting firm of the Company for the fiscal year ending February 29, 2020, and in the discretion of the persons named as proxies on all other matters as may properly come before the 2019 Annual Meeting, as described herein.

According to the Company’s proxy statement for the 2019 Annual Meeting, the current Board intends to nominate ten (10) candidates for election at the 2019 Annual Meeting. This Proxy Statement is soliciting proxies to elect only the Nominees. Accordingly, the enclosed WHITE proxy card may only be voted for the Nominees and does not confer voting power with respect to the Company’s nominees. The participants in this solicitation intend to vote the Investor Group Shares in favor of the Nominees. Shareholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees.   In the event that some of the Nominees are elected, there can be no assurance that the Company nominee(s) who get the most votes and are elected to the Board will choose to serve as on the Board with the Nominees who are elected. 

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting. For the 2019 Annual Meeting, the presence, in person or by proxy, of the holders of at least a majority of the shares of Common Stock outstanding as of the Record Date, will be considered a quorum allowing votes to be taken and counted for the matters before the shareholders.

Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Abstentions, however, will not be considered a vote cast with respect to any proposal. Shares represented by “broker non-votes” also are counted as present and entitled to vote for purposes of determining a quorum. However, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will not have discretionary authority to vote your shares at the 2019 Annual Meeting on any of the proposals.

A broker non-vote occurs when brokers, banks, or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a shareholder meeting, but the beneficial owner of the shares fails to provide the broker, bank, or other nominee with specific instructions on how to vote on any “non-routine” matters brought to a vote at the shareholder meeting. Under the rules of the NASDAQ governing brokers’ discretionary authority, because we anticipate that you will receive proxy materials from or on behalf of both the Company and Legion Partners Holdings, brokers, banks, and other nominees holding shares in your account will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the 2019 Annual Meeting, whether “routine” or not. As a result, we do not expect there to be broker non-votes by such brokers, banks, or other nominees. Accordingly, if you are a beneficial owner, if you do not submit any voting instructions to your broker, bank, or other nominee, then your shares will not be counted in determining the outcome of any of the proposals at the 2019 Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists.

If you are a shareholder of record, you must deliver your vote by mail or attend the 2019 Annual Meeting in person and vote in order to be counted in the determination of a quorum.

VOTES REQUIRED FOR APPROVAL

Election of Directors ─ The Company has adopted a plurality vote standard for contested director elections.  The ten (10) nominees receiving the highest number of affirmative votes will be elected as directors of the Company.  With respect to the election of directors, only votes cast “FOR” a nominee will be counted.  Proxy cards specifying that votes should be withheld with respect to one (1) or more nominees will result in those nominees receiving fewer votes but will not count as votes against the nominees.  Neither an abstention nor a broker non-vote will count as a vote cast “FOR” or “AGAINST” a director nominee.  Therefore, abstentions and broker non-votes will have no direct effect on the outcome of the election of directors.

Advisory Resolution to Approve Executive Compensation ─ According to the Company’s proxy statement, although the vote is non-binding, assuming that a quorum is present, the advisory vote on the Company’s named executive officers’ compensation will be approved if the number of votes cast “FOR” approval of such advisory resolution by holders entitled to vote exceeds the number of votes cast opposing the approval of the advisory resolution.  Therefore, abstentions and broker non-votes will have no direct effect on the approval of the executive compensation program.

Ratification of Appointment of Accountants ─ According to the Company’s proxy statement, assuming that a quorum is present, the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 29, 2020 will be deemed to have been ratified if the number of votes cast “FOR” ratification of the appointment by holders entitled to vote exceeds the number of votes cast opposing the ratification of the appointment.  Therefore, abstentions and broker non-votes will have no direct effect on the outcome of this proposal.  

If you sign and submit your WHITE proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with the Investor Group’s recommendations specified herein and in accordance with the discretion of the persons named on the WHITE proxy card with respect to any other matters that may be voted upon at the 2019 Annual Meeting.

REVOCATION OF PROXIES

Shareholders of the Company may revoke their proxies at any time prior to exercise by attending the 2019 Annual Meeting and voting in person (although attendance at the 2019 Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to the Investor Group in care of Saratoga at the address set forth on the back cover of this Proxy Statement or to the Company at 650 Liberty Avenue, Union, New Jersey 07083 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to the Investor Group in care of Saratoga at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Saratoga may use this information to contact shareholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by the Investor Group. Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective directors, officers, members and employees of the Investor Group, none of whom will, except as described elsewhere in this Proxy Statement, receive additional compensation for such solicitation. The Nominees may make solicitations of proxies but, except as described herein, will not receive compensation for acting as director nominees.

We have retained Saratoga for solicitation and advisory services in connection with solicitations relating to the 2019 Annual Meeting. Saratoga will receive up to $130,000, applicable toward the final fee to be mutually agreed upon by Legion Partners Holdings and Saratoga and reimbursement of reasonable out-of-pocket expenses for its services to Legion Partners Holdings in connection with the solicitation. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of common stock held as of the record date for the 2019 Annual Meeting. Legion Partners Holdings will reimburse such custodians, nominees and fiduciaries for reasonable expenses incurred in connection therewith. In addition, directors, officers, members and certain other employees of Legion Partners Holdings and its affiliates may solicit proxies as part of their duties in the normal course of their employment without any additional compensation. It is anticipated that Saratoga will employ approximately twenty (20) persons to solicit shareholders for the 2019 Annual Meeting.

The Legion Group, the Macellum Group and the Ancora Funds will pay all costs of the solicitation. The Legion Group, the Macellum Group and the Ancora Funds may seek reimbursement from the Company of all expenses it incurs in connection with the solicitation but does not intend to submit the question of such reimbursement to a vote of shareholders of the Company. The expenses incurred by the Legion Group, the Macellum Group and the Ancora Funds to date in furtherance of, or in connection with, the solicitation is approximately $450,000. Legion Group, the Macellum Group and the Ancora Funds anticipate that its total expenses will be approximately $900,000. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any the solicitation. 

ADDITIONAL PARTICIPANT INFORMATION

The Participants in this proxy solicitation are the Legion Group, the Macellum Group, the Ancora Group and the Nominees. The principal business of Legion Partners Holdings is serving as the sole member of Legion Partners Asset Management and sole member of Legion LLC. The principal business of each of Legion Partners I, Legion Partners II and Legion Partners Special XII is investing in securities. The principal business of Legion LLC is serving as the general partner of each of Legion Partners I, Legion Partners II, Legion Partners Special XII and certain other affiliated funds. The principal business of Legion Partners Asset Management is managing investments in securities and serving as the investment advisor of each of Legion Partners I, Legion Partners II, Legion Partners Special XII and certain other affiliated funds. The principal occupation of each of Messrs. Kiper and White is serving as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings. The principal business of Macellum Home is investing in securities. The principal business of Macellum Management is serving as the investment manager for Macellum Home. The principal business of Macellum GP is serving as the general partner of Macellum Home and Macellum Management. The principal business of each of Ancora Catalyst Institutional, Ancora Catalyst, Merlin Institutional and Ancora Merlin is investing in securities. The principal business of Ancora Special Opportunity and Ancora/Thelen is serving as “open-end” management investment companies, as defined in the Investment Company Act of 1940, as amended, and are separate series of Ancora Trust, an Ohio business trust under a Declaration of Trust dated August 20, 2003. The principal business of Ancora Advisors is serving as a registered investment advisor to certain of its affiliates, including each of Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora Special Opportunity, Ancora/Thelen and accounts separately managed, including accounts held by owners and employees of Ancora Advisors (the “SMAs”). The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Advisors. Messrs. Kiper, White, and DiSanto are citizens of the United States.

The address of the principal office of each of the members of the Legion Group is 9401 Wilshire Boulevard, Suite 705, Beverly Hills, California 90212. The address of the principal office of each of the members of the Macellum Group is 99 Hudson Street, 5th Floor, New York, New York 10013. The address of the principal office of each of the members of the Ancora Group is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124.

As of the date hereof, Legion Partners I beneficially owned directly 3,452,124 shares of Common Stock beneficially owned directly, including 898,000 shares underlying long call options that are currently exercisable. As of the date hereof, Legion Partners II beneficially owned directly 199,952 shares of Common Stock beneficially owned directly, including 52,000 shares underlying long call options that are currently exercisable. As of the date hereof, Legion Partners Special XII beneficially owned directly 982,000 shares of Common Stock beneficially owned directly, including 200,000 shares underlying long call options that are currently exercisable. As of the date hereof, Legion Partners Holdings owned directly 200 shares of Common Stock, all of which are held in record name. As the sole member of Legion Partners Asset Management and sole member of Legion LLC, Legion Partners Holdings may also be deemed to beneficially own the 3,452,124 shares of Common Stock beneficially owned directly by Legion Partners I, including 898,000 shares underlying long call options that are currently exercisable, 199,952 shares of Common Stock beneficially owned directly by Legion Partners II, including 52,000 shares underlying long call options that are currently exercisable, and 982,000 shares of Common Stock beneficially owned directly by Legion Partners Special XII, including 200,000 shares underlying long call options that are currently exercisable. As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special XII, Legion LLC may be deemed to beneficially own the 3,452,124 shares of Common Stock beneficially owned directly by Legion Partners I, including 898,000 shares underlying long call options that are currently exercisable, 199,952 shares of Common Stock beneficially owned directly by Legion Partners II, including 52,000 shares underlying long call options that are currently exercisable, and 982,000 shares of Common Stock beneficially owned directly by Legion Partners Special XII, including 200,000 shares underlying long call options that are currently exercisable. As the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special XII, Legion Partners Asset Management may be deemed to beneficially own the 3,452,124 shares of Common Stock beneficially owned directly by Legion Partners I, including 898,000 shares underlying long call options that are currently exercisable, 199,952 shares of Common Stock beneficially owned directly by Legion Partners II, including 52,000 shares underlying long call options that are currently exercisable, and 982,000 shares of Common Stock beneficially owned directly by Legion Partners Special XII, including 200,000 shares underlying long call options that are currently exercisable. As a managing director of Legion Partners Asset Management and managing member of Legion Partners Holdings, each of Messrs. Kiper and White may be deemed to beneficially own the 3,452,124 shares of Common Stock beneficially owned directly by Legion Partners I, including 898,000 shares underlying long call options that are currently exercisable, 199,952 shares of Common Stock beneficially owned directly by Legion Partners II, including 52,000 shares underlying long call options that are currently exercisable, and 982,000 shares of Common Stock beneficially owned directly by Legion Partners Special XII, including 200,000 shares underlying long call options that are currently exercisable, and 200 shares of Common Stock beneficially owned directly by Legion Partners Holdings.

As of the date hereof, Macellum Home beneficially owned directly 446,415 shares of Common Stock, including 89,500 shares underlying long call options that are currently exercisable, and 1,000 shares held in record name. As the investment manager of Macellum Home, Macellum Management may be deemed to beneficially own the 446,415 shares of Common Stock beneficially owned directly by Macellum Home, including 89,500 shares underlying long call options that are currently exercisable. As the general partner of Macellum Home, Macellum GP may be deemed to beneficially own the 446,415 shares of Common Stock beneficially owned directly by Macellum Home, including 89,500 shares underlying long call options that are currently exercisable. As the sole member of Macellum GP, Mr. Duskin may be deemed to beneficially own the 446,415 shares of Common Stock beneficially owned directly by Macellum Home, including 89,500 shares underlying long call options that are currently exercisable.

As of the date hereof, Ancora Catalyst Institutional beneficially owned directly 244,195 shares of Common Stock, including 83,700 shares underlying long call options that are currently exercisable. As of the date hereof, Ancora Catalyst beneficially owned directly 18,380 shares of Common Stock, including 6,300 shares underlying long call options that are currently exercisable. As of the date hereof, Merlin Institutional beneficially owned directly 235,455 shares of Common Stock, including 81,000 shares underlying long call options that are currently exercisable. As of the date hereof, Ancora Merlin beneficially owned directly 27,121 shares of Common Stock, including 9,000 shares underlying long call options that are currently exercisable. As of the date hereof, Ancora Special Opportunity beneficially owned directly 20,000 shares of Common Stock. As of the date hereof, Ancora/Thelen beneficially owned directly 96,780 shares of Common Stock. As the investment advisor to each of Ancora Catalyst Institutional, Ancora Catalyst, Merlin Institutional, Ancora Merlin, Ancora Special Opportunity, Ancora/Thelen and the SMAs, Ancora Advisors may be deemed to beneficially own the 244,195 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, including 83,700 shares underlying long call options that are currently exercisable, 18,380 shares of Common Stock beneficially owned directly by Ancora Catalyst, including 6,300 shares underlying long call options that are currently exercisable, 235,455 shares of Common Stock beneficially owned directly by Merlin Institutional, including 81,000 shares underlying long call options that are currently exercisable, 27,121 shares of Common Stock beneficially owned directly by Ancora Merlin, including 9,000 shares underlying long call options that are currently exercisable, 20,000 shares of Common Stock beneficially owned directly by Ancora Special Opportunity, 96,780 shares of Common Stock beneficially owned directly by Ancora/Thelen, and 1,185,017 shares of Common Stock held in the SMAs. As the Chairman and Chief Executive Officer of Ancora Advisors, Mr. DiSanto may be deemed to beneficially own the 244,195 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, including 83,700 shares underlying long call options that are currently exercisable, 18,380 shares of Common Stock beneficially owned directly by Ancora Catalyst, including 6,300 shares underlying long call options that are currently exercisable, 235,455 shares of Common Stock beneficially owned directly by Merlin Institutional, including 81,000 shares underlying long call options that are currently exercisable, 27,121 shares of Common Stock beneficially owned directly by Ancora Merlin, including 9,000 shares underlying long call options that are currently exercisable, 20,000 shares of Common Stock beneficially owned directly by Ancora Special Opportunity, 96,780 shares of Common Stock beneficially owned directly by Ancora/Thelen, and 1,185,017 shares of Common Stock held in the SMAs.

Each of Legion Partners I, Legion Partners II and Legion Partners Special XII purchased in the over the counter market American-style call options referencing an aggregate of 898,000 shares, 52,000 shares and 200,000 shares, respectively, which are currently exercisable, have an exercise price of $12.50 per share and expire on January 17, 2020, as further described in Schedule I.

Macellum Home purchased in the over the counter market American-style call options referencing an aggregate of (i) 43,000 shares of Common Stock, which have an exercise price of $14.00 and expire on November 15, 2019 and (ii) 46,500 shares of Common Stock, which have an exercise price of $15.00 and expire on January 17, 2020, as further described in Schedule I.

Ancora Catalyst Institutional purchased in the over the counter market American-style call options referencing an aggregate of 83,700 shares of Common Stock, which have an exercise price of $16.00 and expire on August 16, 2019, Ancora Catalyst purchased in the over the counter market American-style call options referencing an aggregate of 6,300 shares of Common Stock, which have an exercise price of $16.00 and expire on August 16, 2019, Merlin Institutional purchased in the over the counter market American-style call options referencing an aggregate of 81,000 shares of Common Stock, which have an exercise price of $16.00 and expire on August 16, 2019, and Ancora Merlin purchased in the over the counter market American-style call options referencing an aggregate of 9,000 shares of Common Stock, which have an exercise price of $16.00 and expire on August 16, 2019, as further described in Schedule I.

Each Participant in this solicitation may be deemed a member of a “group” for the purposes of Section 13(d)(3) of the Exchange Act, and accordingly, the Investor Group may be deemed to beneficially own the 6,912,639 shares of Common Stock beneficially owned in the aggregate by the members of the Investor Group (as further described above), including 1,419,500 shares underlying call options that are currently exercisable. Each member of the Investor Group disclaims beneficial ownership with respect to the shares of Common Stock reported owned in this Notice, except to the extent of its, his or her pecuniary interest therein. For information regarding purchases and sales of securities of the Company during the past two (2) years by the Participants, see Schedule I. 

From time to time, each of Legion Partners I, Legion Partners II, Legion Partners Special XII, Macellum Home and the Ancora Funds effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. As of the date hereof, none of the shares of Common Stock beneficially owned by Legion Partners I, Legion Partners II, Legion Partners Special XII, Macellum Home and the Ancora Funds are currently pledged and there are no debit balances in any such accounts.

The shares of Common Stock purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special XII, Macellum Home, the Ancora Funds, Ancora Special Opportunity, Ancora/Thelen and the shares of Common Stock held in the SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business), except as otherwise noted, as set forth in Schedule I.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past ten (10) years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant or any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the 2019 Annual Meeting; (xii) no Participant holds any positions or offices with the Company; (xiii) no Participant has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any Participant or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten (10) years.

OTHER MATTERS AND ADDITIONAL INFORMATION

The Investor Group is unaware of any other matters to be considered at the 2019 Annual Meeting. However, should other matters, which the Investor Group is not aware of at a reasonable time before this solicitation, be brought before the 2019 Annual Meeting, the persons named as proxies on the enclosed WHITE proxy card will vote on such matters in their discretion.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of the document to you if you write to our proxy solicitor, Saratoga, at the following address or phone number: 520 8th Avenue, 14th Floor, New York, New York 10018 or call toll free at (888) 368-0379. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number. 

SHAREHOLDER PROPOSALS

The Company has not yet publicly disclosed the deadline for shareholders to submit a proposal to be included in the Company’s proxy statement for the 2020 Annual Meeting or the deadline to nominate a director or bring other business before the shareholders at the 2020 Annual Meeting. Once the Company publicly discloses these deadlines, we intend to supplement this Proxy Statement with such information and file revised definitive materials with the SEC.

INCORPORATION BY REFERENCE

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE 2019 Annual Meeting BASED ON RELIANCE ON RULE 14A-5(C). THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, AND OTHER IMPORTANT INFORMATION. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.

The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

________________

Your vote is important.  No matter how many or how few shares you own, please vote to elect the Nominees by marking, signing, dating and mailing the enclosed WHITE proxy card promptly.

Dated: _________, 2019

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY

DURING THE PAST TWO YEARS

Legion Partners, L.P. I

__________________________

¹ Represents shares of Common Stock underlying American-style put options sold short in the over-the-counter market, all of which expired on or prior to March 1, 2019.

² Represents shares of Common Stock underlying American-style put options sold short in the over-the-counter market, all of which were assigned on March 8, 2019, the expiration date.

Legion Partners, L.P. II

__________________________

³ Represents shares of Common Stock underlying American-style call options purchased in the over-the-counter market with an expiration date of January 17, 2020.

⁴ Represents shares of Common Stock underlying American-style put options that were assigned. These put options had a strike price of $16.00 and would have expired on March 8, 2019.

Legion Partners Special Opportunities, L.P. XII

Legion Partners Holdings, LLC

Macellum Home Fund, LP

Ancora Catalyst Institutional, LP

Ancora Catalyst, LP

__________________________

⁵ Represents shares of Common Stock underlying American-style call options purchased in the over-the-counter market with an expiration date of November 15, 2019. 

⁶ Represents shares of Common Stock underlying American-style call options purchased in the over-the-counter market with an expiration date of August 16, 2019.

Merlin Partners Institutional, LP

Ancora Merlin, LP

Ancora Special Opportunity Fund

Ancora/Thelen Small-Mid Cap Fund

Ancora Advisors, LLC

(Through certain separately managed accounts, including accounts held by
owners and employees of Ancora Advisors)

John E. Fleming

SCHEDULE II

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us with respect to the beneficial ownership of our Common Stock as of March 30, 2019, for the following persons:

· each shareholder known by us to own beneficially more than 5% of the Common Stock;

· each of the Company’s directors and named executive officers; and

· all directors and executive officers as a group (which group consist of the directors and named executive officers named in the table).

The following table gives effect to the shares of Common Stock issuable within 60 days of December 1, 2018 upon the exercise of all options and other rights beneficially owned by the indicated shareholders on that date. Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under Section 13 of the Exchange Act, and includes voting and investment power with respect to shares. Percentage of beneficial ownership is based on 132,089,269 shares of Common Stock outstanding at March 30, 2019, as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 30, 2019. Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of Common Stock that he, she or it beneficially owns.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Bed Bath & Beyond Inc., 650 Liberty Avenue, Union, New Jersey 07083.

*       Less than 1% of the outstanding common stock of the Company.

 (1)       Information regarding BlackRock, Inc. was obtained from a Schedule 13G filed with the SEC on January 24, 2019 by BlackRock, Inc. The Schedule 13G states that BlackRock, Inc. has sole voting power of 15,930,440 shares of common stock and sole dispositive power of 16,426,666 shares of common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.**

(2)       Information regarding FMR LLC was obtained from a Schedule 13G filed with the SEC on February 13, 2019 by FMR LLC. The Schedule 13G states that FMR LLC has sole voting power of 2,338,974 shares of common stock and sole dispositive power of 14,715,996 shares of common stock. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.**

(3)       Information regarding The Vanguard Group was obtained from a Schedule 13G filed with the SEC on February 11, 2019 by The Vanguard Group. The Schedule 13G states that The Vanguard Group has sole voting power of 133,944 shares of common stock, shared voting power of 19,600 shares of common stock, sole dispositive power of 12,373,372 shares of common stock and shared dispositive power of 138,849 shares of common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.**

(4)       Information regarding Dimensional Fund Advisors LP was obtained from a Schedule 13G filed with the SEC on February 8, 2019 by Dimensional Fund Advisors LP. The Schedule 13G states that Dimensional Fund Advisors LP has sole voting power of 11,055,063 shares of common stock and sole dispositive power of 11,259,473 shares of common stock. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.**

(5)       Information regarding Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited was obtained from a Schedule 13G filed with the SEC on February 5, 2019. The Schedule 13G states that Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited has the shared voting power of 9,207,291 and shared dispositive power of 9,207,291 shares of common stock. The address for Contrarius Investment Management Limited is 2 Bond Street, St. Helier, Jersey JE2 3NP, Channel Islands and the address for Contrarius Investment Management (Bermuda) Limited is Waterloo House, 100 Pitts Bay Road, Pembroke HM 08 Bermuda.**

(6)       Information regarding Hotchkis and Wiley Capital Management, LLC was obtained from a Schedule 13G filed with the SEC on February 13, 2019 by Hotchkis and Wiley Capital Management, LLC. The Schedule 13G states that Hotchkis and Wiley Capital Management, LLC. has sole voting power of 5,511,508 and sole dispositive power of 7,880,617 shares of common stock. The address of Hotchkis and Wiley Capital Management, LLC is 725 S. Figueroa Street 39^th Fl., Los Angeles, CA 90017.**

(7)       The shares shown as being owned as TIAA-CREF Investment Management, LLC include (a) 832,329 owned by Teachers Advisors, LLC.**

(8)       The shares shown as being owned as Legion Partners Holdings, LLC include (a) 4,634,276 shares owned by Legion Partners Holdings, LLC, which includes 1,150,000 shares underlying call options that are currently exercisable (b) 446,415 shares owned by Macellum Advisors GP, LLC, which includes 89,500 shares underlying call options that are currently exercisable (c) 1,826,948 shares owned by Ancora Advisors, LLC, which includes 180,000 shares underling call options that are currently exercisable and (d) 5,000 shares owned by Mr. Fleming.**

(9)       The shares shown as being owned by Mr. Eisenberg include: (a) 69,792 owned by Mr. Eisenberg individually; (b) 172,466 shares issuable pursuant to stock options granted to Mr. Eisenberg that are exercisable or become exercisable within 60 days; (c) 500,000 shares owned by a foundation of which Mr. Eisenberg and his family members are trustees and officers; (d) 1,000,000 shares owned by trusts for the benefit of Mr. Eisenberg and his family members; (e) 347,942 shares owned by his spouse; (f) 4,300 shares of restricted stock; and (g) 19,538 shares underlying PSUs that are expected to vest within 60 days. Mr. Eisenberg has sole voting power with respect to the shares held by him individually and in trust for which he is the trustee but disclaims beneficial ownership of any of the shares not owned by him individually and in trust for which he is not the trustee.**

(10)       The shares shown as being owned by Mr. Feinstein include: (a) 933,289 shares owned by Mr. Feinstein individually; (b) 172,466 shares issuable pursuant to stock options granted to Mr. Feinstein that are exercisable or become exercisable within 60 days; (c) 350,000 shares owned by a foundation of which Mr. Feinstein and his family members are directors and officers; (d) 156,483 shares held by trusts for the benefit of Mr. Feinstein’s family members; (e) 341,240 shares owned by his spouse; (f) 4,300 shares of restricted stock; and (g) 19,538 shares underlying PSUs that are expected to vest within 60 days. Mr. Feinstein has sole voting power with respect to the shares held by him individually and in trust for which he is the trustee but disclaims beneficial ownership of any of the shares not owned by him individually and in trust for which he is not the trustee.**

(11)       The shares shown as being owned by Mr. Temares include: (a) 623,099 shares owned by Mr. Temares individually; (b) 1,509,856 shares issuable pursuant to stock options granted to Mr. Temares that are exercisable or become exercisable within 60 days; (c) 99,336 shares owned by a family limited partnership, of which Mr. Temares and his spouse are the sole general partners, and of which Mr. Temares and his spouse serve as limited partners together with trusts for the benefit of Mr. Temares, his spouse and his children; (d) 5,000 shares owned by a family limited partnership established by Mr. Temares’ mother; (e) 19,348 shares of restricted stock; and (f) 133,119 shares underlying PSUs that are expected to vest within 60 days. Mr. Temares has sole voting power with respect to the shares held by him individually and the above described family limited partnership but disclaims beneficial ownership of the shares owned by the family limited partnership established by Mr. Temares’ mother.**

(12)       The shares shown as being owned by Mr. Castagna include: (a) 115,295 shares owned by Mr. Castagna individually; (b) 199,019 shares issuable pursuant to stock options granted to Mr. Castagna that are exercisable or become exercisable within 60 days; (c) 14,123 shares of restricted stock; and (d) 22,816 shares underlying PSUs that are expected to vest within 60 days.**

(13)       The shares shown as being owned by Ms. Lattmann include: (a) 31,443 shares owned by Ms. Lattmann individually; (b) 51,321 shares issuable pursuant to stock options granted to Ms. Lattmann that are exercisable or become exercisable within 60 days; (c) 3,890 shares of restricted stock; and (d) 12,220 shares underlying PSUs that are expected to vest within 60 days.**

(14)       The shares shown as being owned by Mr. Fiorilli include: (a) 84,033 shares owned by Mr. Fiorilli individually; (b) 186,912 shares issuable pursuant to stock options granted to Mr. Fiorilli that are exercisable or become exercisable within 60 days; (c) 13,386 shares of restricted stock; and (d) 18,610 shares underlying PSUs that are expected to vest within 60 days.**

(15)       The shares shown as being owned by Mr. Adler include: (a) 29,895 owned by Mr. Adler individually and (b) 10,862 shares owned by a foundation of which Mr. Adler is a trustee.**

**       This information will be updated when the Company files its definitive proxy materials relating to the 2019 Annual Meeting. 

IMPORTANT

Tell the Board what you think! Your vote is important. No matter how many shares of Common Stock you own, please give the Investor Group your proxy “FOR” the election of the Nominees and in accordance with the Investor Group’s recommendations on the other proposals on the agenda for the 2019 Annual Meeting by taking these three steps:

If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed WHITE voting form.

If you have any questions or require any additional information concerning this Proxy Statement, please contact Saratoga at the address set forth below.

WHITE PROXY CARD

REVISED PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MAY 2, 2019

BED BATH & BEYOND INC.

2019 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF LEGION PARTNERS HOLDINGS, LLC

THE BOARD OF DIRECTORS OF BED BATH & BEYOND INC.
IS NOT SOLICITING THIS PROXY

P          R          O          X          Y

The undersigned appoints Christopher Kiper and Jonathan Duskin, and each of them, attorneys and agents with full power of substitution to vote all shares of Common Stock of Bed Bath & Beyond Inc. (the “Company”) which the undersigned would be entitled to vote if personally present at the 2019 Annual Meeting of Shareholders of the Company scheduled to be held at such time and place as to be determined (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Legion Partners Holdings, LLC (“Legion Partners Holdings”) a reasonable time before this solicitation, each of whom are deemed participants in this solicitation. 

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, “AGAINST” PROPOSAL 2, AND “FOR” PROPOSAL 3.

This Proxy will be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with the solicitation of proxies for the Annual Meeting by Legion Partners Holdings.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

This Proxy Statement and our WHITE proxy card are available at