Bed Bath & Beyond, Inc. (BBBY) Earnings Call Transcript & Summary

Hello, and welcome to the 2024 Annual Meeting of Stockholders for Beyond, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Marcus Lemonis, Executive Chairman of the Board of Directors of Beyond, Inc. Mr. Lemonis, the floor is yours.

Thank you, operator. I'm happy to welcome you to our 2024 Annual Meeting of Stockholders. As the operator stated, I'm Marcus Lemonis, the Executive Chairman of the Board of Directors of Beyond, Inc. I will serve as the Chairman of today's virtual meeting. Before I call the meeting to order, I'd like to introduce you to the other members of the Board joining us on the webcast today. They are Joanna Burkey, Barclay Corbus, William Nettles Jr., Robert Shapiro and Joseph Tabacco, Jr. Also present is Eric Denning of KPMG LLP, the company's independent auditor, who is available to respond to appropriate questions. Today's meeting may include forward-looking statements. Actual results may differ materially from those indicated by those statements as a result of various important factors, including those discussed in the Risk Factors section of our Form 10-K, 10-Q and other reports that we file with the SEC. Any forward-looking statements represent our views only as of today, and we undertake no obligation to update them. This meeting will now officially come to order. We will proceed with the formal business of the meeting indicated in the notice of the annual meeting and the company's proxy statement. The polls opened today, May 21, 2024 at 12:00 p.m. Mountain Time for voting on all matters before the meeting. If you have already not voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote again during the meeting if you have already voted and do not wish to change your vote. Note that only stockholders who are logged into the meeting using their control number will be able to vote during the meeting and ask questions. We will provide an opportunity for questions and discussion after the meeting has formally adjourned. We are accepting questions now and encourage you to type your questions in early through the live virtual portal by clicking on the Q&A icon. The Corporate Secretary will file the affidavit of distribution with the records of the meeting. All stockholders of record at the close of business on March 25, 2024 or holders of a valid proxy are entitled to vote at the meeting. At this time, I'd like to introduce Douglas Ives of Computershare, who has been appointed to act as Inspector of Elections at this meeting. Douglas has signed the customary oath of office to execute his duties with strict impartiality. We will file his oath with the records of the meeting. I have been informed that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. There are 6 proposals to be considered by the stockholders at this meeting. The Board recommends that the stockholders vote for each of the proposals 1 through 6. Proposal 1 is the election of Joanna Burkey and Barclay Corbus. If Proposal 4, the declassification amendment to our current charter is approved, Joanna and Barclay will serve as directors with a term set to expire at the 2025 Annual Meeting. And if Proposal 4 is not approved, they will serve as Class 1 Directors with the term set to expire at the 2027 Annual Meeting. Proposal 2 is the ratification of the Audit Committee's appointment of KPMG LLP as the independent registered public accounting firm for the company for the year ending December 31, 2024. Proposal 3 is the approval of compensation paid by the company to its named executive officers on an advisory and nonbinding basis or the Say on Pay vote. Proposal 4 is the amendment to the company's amended and restated certificate of incorporation to declassify the Board of Directors. Proposal 5 is the approval of an amendment to the company's amended and restated 2005 equity incentive plan to increase the per participation -- per participant limit on the number of performance shares that may be granted in each calendar year to 250,000. Proposal 6 is the approval of the grant of performance-based stock option to Marcus Lemonis, the company's Executive Chairman. That was the final proposal for today's meeting. If you wish to vote and you haven't already, please vote now by clicking on the voting button on the web portal and following the instructions. The polls will close in 30 seconds. You do not need to vote electronically if you have already sent in your signed proxy or if you voted by telephone or Internet. [Voting]

The time is now 12 -- excuse me, 12:07 p.m. Mountain Time on May 21, 2024, and the polls are now closed for voting. I have received the preliminary report of the Inspector of Elections to be kept with the company's records of the annual meeting. Based on the preliminary report: Proposal 1, Joanna Burkey and Barclay Corbus have been reelected as directors. Number two. The appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, has been ratified. Proposal 3. The compensation paid by the company to its named executive officers has been approved on an advisory nonbinding basis. Proposal 4. The amendment to the company's amended and restated certificate of a corporation to declassify the Board of Directors has been approved. Proposal 5. The amendment to the company's amended and restated 2005 Equity Incentive Plan to increase the per participant limit on the number of performance shares that may be granted in each calendar year to 250,000 has been approved. And Proposal 6, the grant of performance-based stock options to Marcus A. Lemonis, the company's Executive Chairman, has been approved. The final tally of the votes will be published within 4 business days in a current report on a Form 8-K to be filed with the Securities and Exchange Commission. The formal portion of this meeting is now adjourned. Thank you very much. I'll now answer appropriate questions, reviewed and received through the question-and-answer portal submitted during the meeting. Alexis Callahan, our VP of Investor Relations and Public Relations, will serve as our moderator. Alexis, are there any questions?

Yes, Marcus. We have one question, which is qualitatively, what good and bad has changed from the Q1 earnings call to today?