Bed Bath & Beyond Overhauls Board Amid Activist Pressure

04/22/19 07:44 AM EDT
By Kimberly Chin 

Bed Bath & Beyond Inc. has announced a series of changes to its board, including the appointment of five new independent directors, as the retailer faces pressure from activist investors to turn around its operations.

The home-goods retailer said Monday the board will now comprise 10 directors that will vary in race, gender, ethnicity, and experience level, with an average tenure of less than four years. Nine of those directors will be independent and six will be women, the company said.

Effective May 1, the new directors will include Harriet Edelman, vice chairman of Emigrant Savings Bank, Harsha Ramalingam, senior adviser at Boston Consulting Group Inc., Andrea Weiss, founding partner of the O Alliance Consulting Services LLC and CEO and founder of Retail Consulting Inc., Mary Winston, president and founder of WinsCo Enterprises Inc., and Ann Yerger, a corporate governance specialist at Spencer Stuart North American Board Practice.

As a result of the changes, five of its current independent directors will step down. Co-founders Warren Eisenberg and Leonard Feinstein will retire from the board and will move into the role of co-chairmen emeriti.

Patrick Gaston, current lead independent director, will be named independent chairman, effective immediately, Bed Bath & Beyond said.

The company also said it would form a committee and undergo a strategic review of the whole business. The company will appoint committee chairs to its board audit and compensation committees, which will also be reconstituted.

Lastly, Bed Bath & Beyond will create a new executive compensation plan that it says better aligns compensation with the company's performance and long-term shareholder value creation.

Bed Bath & Beyond has faced criticism from activist investors Legion Partners Asset Management LLC, Macellum Advisors GP LLC and Ancora Advisors LLC, which control a combined stake in the company of about 5%, according to Securities and Exchange Commission filings. The investors have said the company failed to adapt over time and allowed costs to increase, eroding value for shareholders. They also called for Chief Executive Steven Temares to be replaced and nominated a slate of directors for the board.

The retailer said it had invited the group to participate in its plans to overhaul its board. To date, the investors have declined its invitation. The company will remain in open dialogue with them, Bed Bath & Beyond said.

Write to Kimberly Chin at kimberly.chin@wsj.com

 

(END) Dow Jones Newswires

April 22, 2019 07:44 ET (11:44 GMT)

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