Ryan Cohen and Bed Bath & Beyond Reach Agreement

The Bed Bath & Beyond sign in Westbury, N.Y., on March 20, 2020. (Bruce Bennett/Getty Images)

Bed Bath & Beyond has named three new independent directors to the Board of Directors.

The agreement comes after it was announced earlier this month that Ryan Cohen and RC Ventures had acquired 9.8 percent of the company and were pushing for changes.

“By refreshing the Board with shareholder-designated individuals who possess capital markets acumen and transaction experience, the company is well-positioned to review alternatives for buybuy BABY,” Cohen said. “I appreciate that management and the Board were willing to promptly embrace our ideas and look forward to supporting them in the year ahead.”

The new board members are:

• Marjorie L. Bowen: previous director for Centric Brands, Genesco, Navient, Sequential Brands, and Talbots.
• Shelly C. Lombard: experience with capital allocation, corporate governance, and strategic reviews.
• Ben Rosenzweig: experience in capital allocation, mergers & acquisitions, and serving on public company board of directors.

The board will expand to 14 members temporarily with the three newly appointed members standing for election at the company’s 2022 Annual Meeting of Shareholders. The board will go back to 11 members after the annual meeting.

“The three new directors collectively bring deep expertise in capital allocation, corporate governance, strategic planning and transactions,” the company said.

Along with the new appointees to the board, the company also announced a four-person committee to explore alternatives for the Buy Buy Baby brand to unlock shareholder value.

“The Strategy Committee has the ability to retain independent advisors to support the development of recommendations that it will ultimately make to the full Board.”

Bed Bath & Beyond CEO Mark Tritton called Buy Buy Baby a “tremendous asset.”

Cohen argued the Buy Buy Baby brand could be worth several billion dollars if spun off or sold. Bed Bath & Beyond has a market capitalization of around $2 billion, which could make the asset sale a significant move to boost shareholder value.

Why It’s Important

Bed Bath & Beyond laid out a transformation plan over the last two years. With Cohen now pushing for additional changes, shareholder value could be unlocked.

“The Board is highly committed to fundamentally reshaping Bed Bath & Beyond for our customers while driving growth and profitability across its banners,” the company said.

Cohen owns a 9.8 percent stake in Bed Bath & Beyond and the company could be the latest large e-commerce bet by the investor.

Cohen sent a letter to the board in early March pushing to streamline operations and to sell or spinoff the Buy Buy Baby brand.

Cohen is the founder of Chewy Inc, a pet specialty e-commerce company that was sold to PetSmart in 2017 for $3.4 billion. Chewy is now publicly traded and commands a market capitalization of $19.2 billion.

Many investors now know Cohen as the face of the “turnaround” of video game retailer GameStop Corp. GameStop shares soared in 2021 in an intense David vs. Goliath of retail traders versus hedge funds that came as Cohen was transitioning the company from physical to e-commerce in the background.

GameStop has a market capitalization of $10.9 billion. Cohen recently increased his stake in the company to 11.9 percent.

By Chris Katje

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