Bed Bath & Beyond will hold a previously announced special meeting of shareholders on May 9 where the company is asking for support for its reverse stock split plan.
Bed Bath & Beyond reported that 428,098,624 shares of its stock were outstanding as of March 27, the record date for the special meeting. Only the holders of shares whose trades were settled as of the record date can vote at the meeting. Other transactions related to trading in company shares, such as share borrowing, derivatives including options contracts or short selling, do not impact the number of shares entitled to vote at the meeting.
On April 5, Bed Bath & Beyond filed a definitive proxy statement detailing its proposals for shareholder approval. The company is delivering copies of the proxy and voting materials to investors and to brokerage firms holding shares on behalf of investors.
Bed Bath & Beyond stated that the company has received inquiries from shareholders regarding naked short selling. It does not have specific access to information regarding any share lending or short selling transactions, Bed Bath & Beyond maintained. Although the company is unable to confirm such activity, Bed Bath & Beyond denounced any market manipulation of its stock.
Bed Bath & Beyond added that it has received requests for the number of directly registered shares and aims to release this information in future communications when it can confirm an approximate count.
The outstanding share count offered includes those shares held by domestic and international investors. Bed Bath & Beyond noted that it understands certain brokerage houses outside the United States may restrict international investors’ ability to cast their votes. Affected international investors can seek out other brokers who facilitate shareholder voting for future elections, the company suggested.
In announcing special shareholder meeting details, Sue Gove, Bed Bath and Beyond president and CEO said, “We recognize this past year has been among the most difficult in our company’s history. Particularly over the last several months, we are grateful to have overcome immediate challenges and impediments again and again thanks to the support of our customers, associates, business partners, and shareholders. Our dedication to delivering for our supporters remains unwavering and we will continue to pursue our operational and financial goals to drive our turnaround. We are seeking shareholder approval for a reverse stock split to continue raising the necessary capital to fulfill our business goals. We understand the choices we have had to make to improve our liquidity have led to speculation both about our business and our stock. We are taking the necessary steps as part of our financial strategy to sustain and grow our business. One thing remains true: many families, including our 20 million and growing Welcome Rewards members, continue to visit our beloved brands, Bed Bath & Beyond and buybuy BABY to find solutions for life’s special moments. We have operated for more than 50 years, and we are determined to deliver for the long-term benefit of our stakeholders.”
