BED BATH & BEYOND INC : Change in Directors or Principal Officers (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 Director

On January 24, 2023the board of directors (the “Board”) of Bed Bath & Beyond Inc. (the “Company”) appointed Ms. Carol Flaton as a director of the board, effective immediately. The Board of the Company will not appoint Ms Flaton to any committees of the Board at this time. The Board has determined that Ms Flaton qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules.

Ms Flaton will receive compensation equal to $30,000 per month (prorated based on the actual term of service), payable in cash in advance, for her service as a director of the board.

There are no arrangements or understandings between Ms Flaton and any other persons pursuant to which Ms Flaton was selected as a director of the board. None of Ms Flaton or her immediate family members have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation SK.

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