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Bed Bath & Beyond appoints four new directors to the board

May '19
Pic: Bed Bath & Beyond
Pic: Bed Bath & Beyond
Bed Bath & Beyond Inc has appointed four new independent directors – John E Fleming, Sue E Gove, Jeffrey A Kirwan and Joshua E Schechter – to the company’s board of directors. With these appointments, the board will comprise 13 directors, 12 of whom have joined the board within the past two years, 12 of whom are independent and seven of whom are women.

With the addition of the four new independent directors, the company’s board will now consist of: Patrick Gaston, Mary Winston, Stephanie Bell-Rose, Harriet Edelman, John E Fleming, Sue E Gove, Jeffrey A Kirwan, Johnathan B Osborne, Harsha Ramalingam, Virginia Ruesterholz, Joshua E Schechter, Andrea Weiss, Ann Yerger, according to a press release by the company.

Patrick Gaston is the independent chairman of the board. He is the president and chief executive officer of PG Consulting, former president of Western Union Foundation and Verizon Foundation and former senior advisor to the Clinton Bush Haiti Fund.

Mary Winston is the interim chief executive officer. She is the president and founder of WinsCo Enterprises Consulting Services and former executive vice president and chief financial officer at Family Dollar Stores Inc.

Stephanie Bell-Rose is the senior managing director of TIAA and head of the TIAA iInstitute and former managing director of The Goldman Sachs Group, and president of the Goldman Sachs Foundation.

Harriet Edelman is the current vice chairman, Emigrant Bank and former senior vice president and chief information officer, business transformation, and senior vice president, global supply chain of Avon Products Inc.

John E Fleming is the former global e-commerce chief executive officer of Uniqlo and chief merchandising officer and chief marketing officer of Walmart, Inc.

Sue E Gove is the president of Excelsior Advisors, a retail consulting and advisory firm, a senior advisor to Alvarez & Marsal, former president and chief executive officer of Golfsmith International Holdings, and chief operating officer of Zale Corporation.

Jeffrey A Kirwan is the former global president and chief executive officer of the Gap division of The Gap, Inc.

Johnathan B Osborne is the chief executive officer and co-founder of Red Antler.

Harsha Ramalingam is the senior advisor at Boston Consulting Group, president and owner, Ramalingam Consulting and former global vice president, e-commerce platform at Amazon.com, where he was also responsible for the chief information officer and chief information security officer functions.

Virginia Ruesterholz is the former executive vice president, strategic initiatives, Verizon Communications and former president, Verizon Services Operations.

Joshua E Schechter is the private investor and public company director, former chairman of several public boards and former co-president of Steel Partners Japan Asset Management.

Andrea Weiss is the current founding partner, The O Alliance Consulting Services and chief executive officer and founder of Retail Consulting Inc, and former senior executive at dELiA*s, Inc, The Limited Inc, Guess, Inc, Ann Taylor Stores, Inc and The Walt Disney Company.

Ann Yerger is the corporate governance specialist for Spencer Stuart’s North American board practice and former executive director of the Council of Institutional Investors.

These appointments follow transformational changes made by Bed Bath & Beyond board of directors. The board’s recent changes and ongoing actions include: appointing nine new independent directors to the board with relevant skill sets for accelerating the business transformation underway and promoting robust board oversight. In addition, the company’s longest-tenured directors have stepped down from the board; appointing Patrick Gaston, transformational leader and seasoned executive, as independent chair of the board; appointing Mary Winston, a seasoned public company executive who recently joined the Bed Bath & Beyond Board, as interim CEO; actively searching for a permanent CEO who will bring transformation and innovation experience in the retail sector to the company. The search process for a permanent CEO, is being led by a dedicated CEO search chaired by independent director Virginia Ruesterholz, the recently appointed chair of the Nominating and Governance Committee, and is supported by a leading executive search firm; and creating a business transformation and strategy review committee chaired by Andrea Weiss, a long-time retail executive and innovator.

“We have significantly transformed the Bed Bath & Beyond board with the appointment of nine new independent directors over the last month. I am pleased to welcome John, Sue, Jeffrey and Joshua as new independent directors who bring additional financial, retail, e-commerce and leadership experience to complement our board’s strong qualifications, skills and expertise. We appreciate the work undertaken by the Investor Group and their contributions and are excited to work collaboratively with all of our board members and our shareholders to embrace opportunities to create lasting value for the company and all its stakeholders. The newly transformed board brings rich diversity of perspectives, backgrounds, ages, gender, race and ethnicity and reflects the diversity of the company’s loyal customers and dedicated associates. We believe that our refreshed board is well-equipped to oversee and drive the business transformation underway, and we look forward to working tirelessly on behalf of all shareholders to create significant value,” said Gaston.

“Bed Bath & Beyond is an iconic retailer with great brands, strong customer affinity and hardworking associates. We are at an important inflection point in the company’s history, and with the benefit of a newly transformed board, the company is committed to taking the right actions to further enhance our competitive and financial position, transform Bed Bath & Beyond faster to win in the omni-channel marketplace and execute on our priorities,” said Winston.

“We are pleased to have reached this resolution with Bed Bath & Beyond, which is the result of collaborative dialogue and intensive engagement with the company. Together with the existing board members, these four new independent directors will help the company navigate the current omni-channel retail environment and pursue our shared goal of enhancing shareholder value. We are optimistic about the company’s efforts to find a best-in-class CEO to drive shareholder value and applaud the board’s commitment to building an even stronger future for shareholders, customers, associates and other stakeholders,” said The Investor Group.

In connection with the appointments of the four new independent directors, Bed Bath & Beyond has entered into a cooperation and support agreement with the Investor Group, which together owns approximately 5.23 per cent of the company’s outstanding common stock. Under the terms of the agreement, the Investor Group has agreed to withdraw its slate of ten nominees and support and vote in favour of all of the Bed Bath & Beyond-recommended director nominees at the 2019 and 2020 Annual Meetings of Shareholders, which will include the four new independent directors. The Investor Group also has agreed to abide by certain customary standstill provisions until 30 days prior to the close of the nomination window for the company’s 2021 Annual Meeting of Shareholders. The complete agreement will be filed on a Form 8-K with the US Securities and Exchange Commission. (PC)

Fibre2Fashion News Desk – India

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