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

Hello, and welcome to the 2025 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 the Beyond 2025 Annual Meeting of Stockholders. As the operator stated, I'm Marcus Lemonis, the Executive Chairman of the Board of Directors and the Principal Executive Officer at Beyond, Inc. I will serve as 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, Debra Perelman, Robert Shapiro and Joseph Tabacco. Also present are Melissa Smith, the company's General Counsel and Corporate Secretary, who will serve as the moderator for the Q&A portion of this meeting; and Erika Whitmore and [ Diana Mayce Gonzalez ] of KPMG LLP, the company's independent auditor, who are available to respond to appropriate questions. Today's meeting may include forward-looking statements. Actual results may differ materially from those indicated by these statements as a result of various important factors, including those discussed in the Risk Factors sections 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. The meeting will now officially come to order. We will proceed with the formal business of the meeting indicated in the notice of annual meeting and the company's proxy statement. The polls opened today, May 15, 2025, at 2 p.m. Mountain Time for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals, then the polls will close. You do not need to vote during the meeting if you already have 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 available to vote during the meeting and ask questions. We will provide an opportunity for questions and discussion after the meeting has been formally adjourned. We're accepting questions now, and I encourage you to type in your questions in early through the virtual portal by clicking on the Q&A icon. The secretary of the meeting will file the affidavit of distribution with the records of the meeting. All stockholders of record at the close of business on March 24, 2025, 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 this oath with the records of the meeting. I've 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 5 proposals to be considered by the stockholders at this meeting. The Board recommends that the stockholders vote for each of the following proposals 1 through 5. Proposal 1 is the election of Marcus A. Lemonis, Joanna C. Burkey, Barclay F. Corbus, William B. Nettles Jr., Debra G. Perelman, Dr. Robert J. Shapiro and Joseph J. Tabacco, Jr. to serve as directors with a term to expire at the Beyond, Inc 2026 Annual Meeting of Stockholders. Proposal 2 is the ratification of the Audit Committee's appointment of KPMG LLP as the independent registered public accounting firm of the company for the year ending December 31, 2025. Proposal 3 is the approval on an advisory nonbinding basis of the compensation paid by the company to its named executive officers, also known as the Say on Pay vote. Proposal 4 is the approval of an amendment and restatement of the company's amended and restated 2005 Equity Incentive Plan. Proposal 5 is the approval of an amendment to the company's amended and restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of the awards granted to Marcus A. Lemonis, the company's Executive Chairman and Principal Executive Officer, that exceed such limits. 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 have voted by telephone or Internet. I'll now pause for the voting. [Voting]

The time is now 2:07 p.m. Mountain Time on May 15, 2025, and the polls are now closed for voting. I've 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, Marcus A. Lemonis, Joanna Burkey, Barclay Corbus, William Nettles, Debra Perelman, Dr. Robert Shapiro and Joseph Tabacco, Jr. have been reelected as directors. The appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2025, has been ratified. The compensation paid by the company to its named executive officers has been approved on an advisory nonbinding basis. Based on a preliminary tabulation on proposal 4 -- based on a preliminary tabulation, while a majority of the votes on proposal 4 were cast in favor of proposal 4, the amendment and restatement of the company's amended and restated 2005 equity incentive plan has not received an affirmative vote of the majority of the required quorum. This preliminary count is subject to final tabulation by the Inspector of Elections. The amendment to the company's proposal 5. The amendment to the company's amended and restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of awards granted to Marcus A. Lemonis, the company's Executive Chairman and Principal Executive Officer that exceed such limits has been approved. The final tally of the votes will be published within 4 business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. The formal portion of the meeting is now adjourned. Thank you very much. I'll now answer appropriate and related questions received through the question-and-answer portal submitted during the meeting. Melissa, have we received any questions?

No, there are no questions relating to today's discussion, Marcus.

Thank you. This concludes the informal portion of our annual meeting. I want to thank you for attending and your interest and support in Beyond.

This concludes the meeting. You may now disconnect.