Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Bed Bath & Beyond Inc. (the "Company") is saddened to report that Gustavo Arnal, Chief Financial Officer of the Company, passed away on September 2, 2022.

Effective September 5, 2022, Laura Crossen, the Company's Senior Vice President of Finance and Chief Accounting Officer, was appointed Interim Chief Financial Officer. As Interim Chief Financial Officer Ms. Crossen will be the Company's principal financial officer on an interim basis and will continue as the Company's principal accounting officer.

The Compensation Committee adjusted Ms. Crossen's compensation in connection with her appointment as Interim Chief Financial Officer to (i) increase her base salary by $200,000, (ii) increase her target annual bonus opportunity to seventy percent (70%) of her base salary (as modified) and (iii) provide for severance payments and benefits, subject to Ms. Crossen's execution and non-revocation of a general release of claims against the Company, in the event of the termination of Ms. Crossen's employment by the Company without "cause" or by Ms. Crossen with "good reason", consisting of (x) cash severance equal to, in the aggregate, one (1) times the sum of (1) Ms. Crossen's base salary (at the rate in effect immediately prior to the date of her termination of employment), and (2) Ms. Crossen's target annual bonus opportunity (at the rate in effect with respect to the fiscal year in which the date of her termination of employment occurs), payable in substantially equal installments over the twelve (12) months following the date of her termination of employment, (y) any earned but unpaid annual bonus for a performance year ending prior to the year in which the date of her termination of employment occurs and (z) subsidized COBRA benefits for the 52 weeks following the date of her termination of employment. These adjustments will only be in effect for the period during which Ms. Crossen serves as Interim Chief Financial Officer.


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