Bed Bath & Beyond Inc. (NASDAQ:BBBY) (the “Company”) announced today that it plans to hold a special meeting of shareholders to seek approval to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect, at the discretion of the Board of Directors (the “Board”), a reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a ratio in the range of 1-for-5 to 1-for-10, with such ratio to be determined at the discretion of the Board. Holders of record of the Common Stock as of the close of business on March 27, 2023 will be entitled to notice of and to vote at the special meeting. The time, location, and other details regarding the special meeting, will be communicated to shareholders at a later date via proxy materials that have been filed with, and are subject to review by, the Securities and Exchange Commission (the “SEC”).
Sue Gove, President & CEO of Bed Bath & Beyond Inc. said, “Our proposal for a reverse stock split will enable us to continue rebuilding liquidity to execute our turnaround plans and better position the Company financially. We look forward to engaging with shareholders and continuing to provide meaningful updates as we progress with our strategy.”
The reverse stock split would not have any effect on the actual or intrinsic value of our business or a shareholder’s proportional ownership in the Company (subject to the treatment of fractional shares) and would have no impact on the Company’s business operations or any of its outstanding indebtedness. The Board may revoke the proposal and cancel the special meeting at any time if it determines that the reverse stock split is no longer in the best interests of the Company and its shareholders. Even if the meeting occurs and the amendment to the Certificate of Incorporation is approved, the Board may delay or abandon the reverse stock split at any time prior to the effective time of the reverse stock split if the Board determines that the reverse stock split is no longer in the best interests of the Company or its shareholders.