Bed Bath & Beyond Inc.
05/20/2026 | Press release | Distributed by Public on 05/20/2026 04:11
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Principal Accounting Officer
On May 15, 2026, the Board of Directors (the "Board") of Bed Bath & Beyond, Inc. (the "Company") appointed the Company's Chief Financial Officer and principal financial officer, Brian LaRose, to also serve as the Company's principal accounting officer, effective May 15, 2026, succeeding Leah Putnam as principal accounting officer.
There are no arrangements or understandings between Mr. LaRose and any other person pursuant to which Mr. LaRose was appointed principal accounting officer.
Mr. LaRose's biography can be found in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 2, 2026.
Mr. LaRose does not have any family relationship with any of the Company's directors or executive officers.
Neither Mr. LaRose nor any of his immediate family members has had (or proposes to have) a direct or indirect material interest in a transaction in which the Company or any of the Company's subsidiaries was (or is to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.
Appointment of Director
On May 15, 2026, the Board appointed Tamara Ward as a member of the Board, effective as of such date. Ms. Ward's term will expire at the Company's annual meeting of stockholders to be held in 2027 or until her earlier death, resignation, or removal. On May 15, 2026, the Board also appointed Ms. Ward as Chair of the Compensation Committee of the Board and as a member of the Audit Committee of the Board effective as of such date.
As a director of the Company, Ms. Ward will participate in the same compensation program as the other non-employee members of the Board, as described under "Compensation of Directors" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026. Pursuant to this compensation program, on May 15, 2026, Ms. Ward was granted restricted stock units with an aggregate value of $165,000, representing the annual award of restricted stock units granted to eligible non-employee directors. Ms. Ward will also be entitled to receive an annual cash retainer of $75,000 to be paid on a quarterly basis for her service as director.
There are no arrangements or understandings between Ms. Ward and any other person pursuant to which Ms. Ward was appointed a director.
The Company and Ms. Ward intend to enter into the Company's standard form of indemnification agreement. There are no transactions between the Company and Ms. Ward that would be required to be reported under Item 404(a) of Regulation S-K.
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