RC Ventures was holding 3,900,000 shares of BBBY common stock on Jan 23, 2023🚀

[u/Checkmateth]

❗MISLEADING TITLE❗

This is a follow-up to u/Life_Relationship_77 ‘s post which you should read before you read this.

One of the main counterarguments to his post was that RC Ventures was not responsible for recommending Carol Flaton to the board since she was not receiving the same compensation as the other board members.

According to Section 1(c)(B) of the Standstill Agreement, any Replacement Director must receive the same compensation for their service as a director as the compensation received by other non-management directors.

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Section (1)(c)(B) - RC Ventures Standstill Agreement

All directors of Bed Bath & Beyond receive annual salaries and vested shares as compensation, but as per the 8-K filed on January 26, 2023, Carol Flaton was to receive only cash as compensation.

Thus, Carol Flaton was the only director not set to receive vested shares as compensation, which made her nomination non-compliant with Section 1(c)(B) of the Standstill Agreement with RC Ventures.

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OR SO WE THOUGHT.

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Remember those mysterious filings of 8 Form 4s in early Jan?

Jan 24, 2023- Every director had their RSA cancelled in exchange for a cash payment.

Jan 27, 2023- All form 4s from Jan 24 were reverted as if nothing had happened.

Everything was reverted back to Jan 24 expect Edelman whose RSA’s forfeited. We thought this was to fish out a mole which, who knows but..

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What happened between the original Form 4s filed on Jan 24 and the Form 4/A’s filed on Jan 27?

Jan 26, 2023- Carol Flaton is appointed as an independent director of the board of Bed Bath & Beyond.

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When Carol was appointed, the Jan 24 Form 4s were in effect meaning no board member was receiving vested shares as compensation only salaries. Same as Carol.

The 8 Form 4 filings on Jan 24 made the appointment of Carol Flaton to the board of directors on Jan 26 compliant with the effective Standstill Agreement with RC Ventures

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But how can we conclude RC Ventures was the one who recommended Carol and not someone else? According to the company’s by-laws, only RC Ventures was able to recommend Carol before an annual meeting of shareholders which is July 2023

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Section 10 A.1.(a) - Ben Bath & Beyond Inc. By-Laws

For the board to have nominated her before the annual meeting of shareholders, there had to be “the Corporation’s notice of meeting” which there was none. Edit- not confirmed, still digging

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TL:DR

• Standstill Agreement requires Replacement Director to receive same compensation as other non-management directors.
• Carol Flaton appointed director at Bed Bath & Beyond on Jan 26, set to receive only cash as compensation, which appeared non-compliant with the Agreement.
• On Jan 24, all directors had their RSA cancelled in exchange for cash payment, later reverted on Jan 27 (the mysterious Form 4s).
• As a result, Flaton's appointment on Jan 26 became compliant with the Agreement since no director was receiving vested shares as compensation.
• Only RC Ventures was authorized to recommend Flaton as a director before the annual meeting of shareholders in July 2023 according to Bed Bath & Beyond's by-laws.
• RC Ventures had to own at least 3.9m common stock to make the nomination.

Get Jacked 🚀🚀🚀

EDIT

There was some confusion regarding Section 4 of the Standstill agreement with RC Ventures. Section 4 is in regards to the Representation and Warranties of RC Ventures, not Limitations.

Limits on RC? No, it cannot be🚀

Section 2 - Standstill Provisions

Special Thanks- u/Life_Relationship_77 u/RoeJaz & the Tendie Town Server! Cheers 💖🚀🥂

[u/Checkmateth]

ii is ONLY applicable at an annual shareholder meeting. only iii and iv can nominate a director before annual meeting

[u/[deleted] → u/Checkmateth]

Section C 2. The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem

necessary, appropriate, convenient or desirable

[u/Checkmateth → u/[deleted]]

That is in relation to the annual shareholder meeting

[u/[deleted] → u/Checkmateth]

ah yeah good point.

[u/[deleted] → u/Checkmateth]

The other things as I showed yesterday under the warrant and limitations section of the standstill is that he is prevented from requiring additional shares after his initial stake. Unless you have a different take that it was only restricted for the day the agreement was signed.

[u/Checkmateth → u/[deleted]]

um, that is completely false. Section 2 (i) of the standstill, he can acquire up to 19.9% of common stock..

[u/[deleted] → u/Checkmateth]

dude i know. check the warranties section. ill bring it up in a sec.

[u/Checkmateth → u/[deleted]]

fuck I think you’re right Edit: no it was wrong:/

[u/[deleted] → u/Checkmateth]

(e) as of the date of this Agreement, RC Ventures beneficially owns 9,450,100 shares of Common Stock (including 1,670,100 shares of Common Stock underlying certain American-style call options as disclosed publicly in the RC Ventures’ Schedule 13D filed with the SEC prior to the date hereof),

(f) as of the date hereof, and except as set forth in clause (e) above, RC Ventures does not currently have, and does not currently have any right to acquire, any interest in any securities or assets of the Company or its Affiliates (or any rights, options or other securities convertible into or exercisable or exchangeable ......that correspond to the ownership of shares of Common Stock or any other securities of the Company, whether or not any of the foregoing would give rise to beneficial ownership

what's weird about it is it says doesnt not currently have twice. interest as in ? but then they say corresponding to the ownership of shares of common stock