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BB&B Reaches Agreement With Activist Investor RC Ventures That Includes New Board Members

Bed Bath & Beyond RC Ventures
Photo courtesy of Bed Bath & Beyond

The Bed Bath & Beyond saga continues. The retailer has reached a cooperation agreement with the Ryan Cohen-led RC Ventures LLC, which owns approximately 9.8% of the retail company’s outstanding shares, to put three RC Ventures director designees on the Bed Bath & Beyond board of directors.

RC Ventures’ bought its stake in BB&B earlier in March 2022, and Cohen has advocated that the retailer explore a sale of buybuy Baby, which, despite a turbulent 2021 for parent company BB&B, has enjoyed a positive 2021.

“Our company and board have always been committed to evaluating all options to maximize long-term shareholder value, and we look forward to integrating our new directors’ ideas to drive our continued transformation,” said Mark Tritton, President and CEO of Bed Bath & Beyond in a statement. “Our buybuy BABY business is a tremendous asset, and we are committed to unlocking its full value.”

The three RC Ventures director designees, Marjorie Bowen, Shelly Lombard and Ben Rosenzweig will join the BB&B board as new independent directors. This will temporarily grow the board’s membership to 14 before returning to 11 after the 2022 annual shareholders’ meeting when the new members will stand for election.

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“The resolution announced today represents a positive outcome for all of Bed Bath’s shareholders,” said Cohen in a statement. “By refreshing the board with shareholder-designated individuals who possess capital markets acumen and transaction experience, the company is well-positioned to review alternatives for buybuy BABY. I appreciate that management and the board were willing to promptly embrace our ideas and look forward to supporting them in the year ahead.”

In addition to their board of director duties, Bowen and Rosenweig are set to join a strategy committee of four members who will explore alternatives for buybuy BABY. Andrea Weiss, Founding Partner of strategy consultancy O Alliance, LLC, will also serve on the committee. Sue Gove, a BB&B independent director, will lead as the committee chair. The strategy committee can retain independent advisors as it develops recommendations that will be presented to the full board.

“Over the past two years, our board has transformed the company’s governance, management team, compensation policies and oversight of strategy and operations,” said Harriet Edelman, independent Chair of the Board said in a statement. “Under this board’s leadership, the company has implemented consequential changes to our business, including the divestiture of multiple non-core assets and a significant increase in investments in structurally critical enablers of our business. The board is highly committed to fundamentally reshaping Bed Bath & Beyond for our customers while driving growth and profitability across its banners.”

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