Cleary Gottlieb is representing Bed Bath & Beyond Inc. (Bed Bath & Beyond) in its entrance into a cooperation agreement with Ryan Cohen and RC Ventures LLC (together, RC Ventures), the beneficial owners of approximately 9.8% of the Bed Bath & Beyond’s outstanding shares.
The agreement was announced on March 25, 2022.
As part of the agreement, three of RC Ventures’ director designees—Marjorie L. Bowen, Shelly C. Lombard, and Ben Rosenzweig—will immediately join Bed Bath & Beyond’s board of directors as new independent directors, and they will also stand for election as part of the company’s slate at the 2022 Annual Meeting of Shareholders. Bed Bath & Beyond also announced that Ms. Bowen and Mr. Rosenzweig, will join a four-member strategy committee focused on exploring alternatives to unlock greater value from the company’s buybuy BABY banner.
As a result of the agreement, RC Ventures has agreed to abide by certain customary standstill provisions and will support the board’s full slate of directors at the 2022 Annual Meeting. The complete cooperation agreement will be filed with the U.S. Securities and Exchange Commission as an exhibit to a current report on Form 8-K.
For more information, please see the press release here.