Vitiello v. Bed Bath & Beyond Inc.,et al.
Bed Bath & Beyond Securities Litigation
2:20-cv-04240-MCA-MAH

Frequently Asked Questions

 

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  • The Court directed that the Notice be mailed to you because you or someone in your family, or an investment account for which you serve as a custodian, might have purchased or otherwise acquired BBBY common stock during the Class Period. You therefore might be a Class Member in this Action, so you have a right to know about your options before the Court rules on the proposed Settlement. You also have the right to understand how this class action may generally affect your legal rights. The Court has approved the Settlement and the Plan of Allocation, the Claims Administrator selected by Lead Plaintiff will make settlement payments after any objections and appeals have been resolved.

    The Notice is to inform you of the existence of this case and explain that it is a class action, how you might be affected, and how to exclude yourself from the Class if you wish to do so. The Notice also informs you of the terms of the proposed Settlement, your right to object to it, and a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, Lead Counsel’s motion for attorneys’ fees and litigation expenses, and Lead Plaintiff’s application for an award of costs (the “Fairness Hearing”).

    The issuance of the Notice does not reflect any opinion by the Court about the merits of any claim in the Action. The Court has approved the Settlement and a Plan of Allocation, payments to Authorized Claimants will be made after any appeals have been resolved and after the completion of all claims processing. Please be patient, as this process can take some time to complete.

  • Bed Bath & Beyond Inc. (“BBBY”) is a large retailer of household merchandise and home furnishings. BBBY’s common stock trades on the NASDAQ exchange under the symbol “BBBY.” Lead Plaintiff and additional named plaintiff Richard Lipka (collectively, “Plaintiffs”) allege that Defendants made false and misleading statements to investors about BBBY’s plan to reduce its inventory going into the 2019 holiday season and about the Company’s inventory-management programs, practices, and software. Plaintiffs allege that the inventory-reduction program risked undercutting BBBY’s sales and profits, but that Defendants did not disclose those risks and then downplayed them as they started to materialize. Plaintiffs contend that BBBY’s stock price was inflated during the Class Period. Defendants deny those allegations.

    On April 14, 2020, Stephen and June Vitiello filed a class-action complaint in the United States District Court for the District of New Jersey (the “Court”), asserting federal securities-law claims against BBBY and certain of its executive officers.

    On August 14, 2020, the Court appointed Kavin Bakhda as Lead Plaintiff for the Action and approved Lead Plaintiff’s selection of Bernstein Liebhard LLP as Lead Counsel.

    On October 20, 2020, Lead Plaintiff and additional plaintiff Lipka filed their Amended Class Action Complaint (the “Complaint”). The Complaint asserted claims against BBBY and three of its current or former officers (Mark J. Tritton, the Company’s Chief Executive Officer, Mary A. Winston, the Company’s former Interim Chief Executive Officer, and Robyn M. D’Elia, the Company’s former Chief Financial Officer) under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5, and against the individual defendants under Section 20(a) of the Exchange Act. The Complaint alleged that Defendants had made materially false and misleading statements during the Class Period about: (i) BBBY’s management of inventory, including its use of promotions and markdowns to reduce inventory during the Class Period; (ii) BBBY’s use of inventory, sales, and pricing programs in connection with its inventory-reduction program; (iii) BBBY’s changes to its management positions and structure; and (iv) BBBY’s financial guidance, projections, and earnings expectations. The Complaint further alleged that BBBY’s stock price was artificially inflated during the Class Period because of Defendants’ allegedly false and misleading statements and omissions, and that the stock price declined when the truth was revealed in January and February 2020. Defendants deny those allegations.

    On December 21, 2020, Defendants moved to dismiss the Complaint. Plaintiffs opposed Defendants’ motion on February 12, 2021, and Defendants filed their reply on March 15, 2021.

    After the motion to dismiss had been fully briefed, Plaintiffs and Defendants (the “Parties”) discussed the possibility of trying to resolve the Action, and they agreed to mediate the case before Jed D. Melnick, Esq., of JAMS (the “Mediator”). Defendants informed the Court that the Parties had agreed to engage in mediation to try to resolve the Action, and the Court then administratively terminated Defendants’ pending motion to dismiss without ruling on it, subject to reinstatement if the mediation did not succeed.

    The Parties provided the Mediator with the full briefing on Defendants’ motion to dismiss, as well as additional confidential mediation statements. They then held two full-day mediation sessions with the Mediator on August 3 and 4, 2021. During the mediation sessions, the Parties engaged in vigorous negotiations with the assistance of the Mediator, and, at the end of the second day, they reached an agreement in principle to settle the Action for $7,000,000, based on a recommendation by the Mediator. The Settling Parties then signed a Term Sheet setting forth their agreement in principle, which was subject to certain terms and conditions, including execution of a formal Settlement Agreement, Plaintiffs’ completion of Due-Diligence Discovery, and approval by the Court.

    On October 25, 2021 the Parties entered into the Settlement Agreement, which contains the complete terms and conditions of the Settlement. The Settlement Agreement is available at www.BedBathBeyondSecuritiesLitigation.com. You should read it if you want a full understanding of its terms.

    The proposed Settlement was subject to Plaintiffs’ completion of Due-Diligence Discovery to confirm the Settlement’s fairness. In connection with that Due-Diligence Discovery, BBBY gave Lead Plaintiff documents and information relating to the allegations in the Complaint. Lead Plaintiff was entitled to terminate the Settlement before seeking Court approval if the information produced during Due-Diligence Discovery caused Lead Plaintiff and Lead Counsel reasonably and in good faith to conclude that the proposed Settlement was not fair, reasonable, and adequate. After reviewing the Due-Diligence Discovery, Lead Plaintiff and Plaintiffs’ Counsel chose to proceed with the Settlement and submit it to the Court for approval.

    On February 4, 2022, the Court preliminarily approved the Settlement, authorized Lead Plaintiff to have the Notice sent to potential Class Members, and scheduled the Fairness Hearing. On June 6th the Court approved the Settlement and  the Plan of Allocation. 

    On June 3, 2022 the Court approved the Settlement, including the fairness, reasonable and compliance of the proposed Settlement, the proposed Plan of Allocation, Attorney Fees and Expenses Awards and the PSLRA award to Lead Plaintiff.

  • If you are a member of the Class, you are subject to the Settlement unless you timely request to be excluded from it. The Class consists of:

    all persons or entities who purchased or otherwise acquired BBBY common stock during the period from September 4, 2019 through February 11, 2020, inclusive (the “Class Period”).

    Excluded from the Class are:

    such persons or entities who submit valid and timely requests for exclusion from the Class (for information on how to submit a request for exclusion, see “What If I Do Not Want To Be A Member Of The Class? How Do I Exclude Myself?” on page 16 of the Notice);

    such persons or entities who, while represented by counsel, settled an actual or threatened lawsuit or other proceeding against one or more of the Releasees (defined in paragraph 35 of the Notice) arising out of or related to the Released Class Claims (defined in paragraph 34 of the Notice); and

    BBBY and (i) all officers and directors of BBBY during the Class Period (including Mark J. Tritton, Mary A. Winston, and Robyn M. D’Elia), (ii) BBBY’s Affiliates, subsidiaries, successors, and predecessors, (iii) any entity in which BBBY or any individual identified in subpart (i) has or had during the Class Period a Controlling Interest, and (iv) for the individuals identified in subpart(s) (i), (ii) and/or (iii), their Family Members, legal representatives, heirs, successors, and assigns.

    PLEASE NOTE: Receipt of the Notice does not mean you are a Class Member or will be entitled to a payment from the Settlement.

    If you are a Class Member and you wish to be eligible to receive a payment from the Settlement, you must submit the Claim Form that is being distributed with the Notice, as well as the required supporting documentation described in the Claim Form, postmarked no later than June 6, 2022.

  • Lead Plaintiff and Lead Counsel believe that their claims against Defendants have merit.  They recognize, however, the expense and length of continued proceedings necessary to pursue those claims through trial and appeals, as well as the very substantial risks they would face in establishing liability and damages.  

    In light of those risks and others, the amount of the Settlement, the immediacy of recovery to the Class, and the satisfactory completion of Due-Diligence Discovery, Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class.  Lead Plaintiff and Lead Counsel believe that the Settlement provides a substantial benefit to the Class, namely $7,000,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or no recovery, after motions to dismiss, summary judgment, trial, and appeals, possibly years in the future.

  • If there were no Settlement, and if Lead Plaintiff failed to establish any essential legal or factual element of his claims against Defendants, neither Lead Plaintiff nor the other members of the Class would recover anything from Defendants.  Also, if Defendants were successful in proving any of their defenses, either at summary judgment, at trial, or on appeal, the Class could recover substantially less than the amount provided in the Settlement, or nothing at all.

  • To be eligible for a payment from the Settlement, you must be a member of the Class and must timely complete and return the Claim Form with adequate supporting documentation postmarked no later than June 6, 2022.  A Claim Form is included with the Notice, or you may obtain one from the website maintained by the Claims Administrator for the Settlement, www.BedBathBeyondSecuritiesLitigation.com.  You may also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 866-853-5009 or by emailing the Claims Administrator at info@bedbathbeyondSecuritiesLitigation.com.  Please retain all records of your ownership of and transactions in BBBY common stock, because you will need them to document your Claim.  The Parties and Claims Administrator do not have information about your transactions in BBBY common stock.

    If you request exclusion from the Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Amount.

  • At this time, it is not possible to determine how much any individual Class Member might receive from the Settlement.

    Under the Settlement, Defendants have agreed to pay $7,000,000 in cash (the “Settlement Amount”).  The Settlement Amount will be deposited into an escrow account.  The Settlement Amount plus any interest earned on it is called the “Settlement Fund.”  The Court has approved the Settlement, and when Final Settlement Date occurs, the “Net Settlement Amount” (that is, the Settlement Fund less (i) any Tax Expenses; (ii) any Notice and Administrative Expenses; and (iii) any attorneys’ fees and expenses awarded to Plaintiffs’ Counsel or Lead Plaintiff by the Court) will be distributed to Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other Plan of Allocation as the Court approved.

  • Each Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless he, she, or it mails or delivers a written Request for Exclusion from the Class, addressed to Bed Bath Beyond Securities Litigation, Exclusions, c/o JND Legal Administration, P.O. Box 91135, Seattle, WA 98111. The Request for Exclusion must be received no later than May 5, 2022.  You will not be able to exclude yourself from the Class after that date.  A Request for Exclusion must include the following information:  

    (i) name, (ii) address, (iii) telephone number, (iv) email address, if available, (v) a statement that the potential Class Member wishes to request exclusion from the Class in Vitiello v. Bed Bath & Beyond Inc., No. 2:20-cv-04240-MCA-MAH (D.N.J.), (vi) the number of shares of BBBY common stock held as of opening of trading on September 4, 2019 and purchased or otherwise acquired and/or sold through the close of trading on May 11, 2020, (vii) price(s) paid or value at receipt, and, if sold, the sales price(s), (viii) the date of each such transaction involving each such security, and (ix) the signature of the person or entity requesting exclusion or of an authorized representative.  A Request for Exclusion shall not be valid and effective unless it provides all the information called for in this paragraph and is received within the time stated above, or is otherwise accepted by the Court.

    If you do not want to be part of the Class, you must follow these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any Released Class Claim against any of the Releases.

    If you ask to be excluded from the Class, you will not be eligible to receive any payment from the Net Settlement Amount.  You also will not be able to object to the proposed Settlement or participate in the Fairness Hearing.

    Defendants have the right to terminate the Settlement if valid Requests for Exclusion are received from persons and entities entitled to be members of the Class in an amount that exceeds an amount agreed to by Lead Plaintiff and Defendants.

    THESE DEADLINES HAVE PASSED.

  • Class Members do not need to participate in the Fairness Hearing.  The Court will consider any submissions made in accordance with the procedures explained below even if a Class Member does not speak at or otherwise observe the hearing.  You can participate in the Settlement without attending the Fairness Hearing.

    Please Note: The date and time of the Fairness Hearing may change without further written notice to the Class.  In addition, because of the Coronavirus (COVID-19), the Court held the Fairness Hearing on June 2, 2022 at 2:00 p.m. by Zoom. The Court allowed Class Members to participate in the Fairness Hearing by zoom,  and access and information were posted to the website.

    The Fairness Hearing was held on June 2, 2022 at 2:00 p.m., before the Honorable Michael A. Hammer videoconference, to determine, among other things, (i) whether the proposed Settlement provided for in the Settlement Agreement is fair, reasonable, and adequate to the Class, and should be finally approved; (ii)whether, for purposes of the Settlement only, to grant final certification of the Action as a class action and to grant final appointment of Lead Plaintiff as Class representative and Lead Counsel as counsel for the Class; (iii) whether to dismiss the Action with prejudice against Defendants and whether to enter the Releases specified and described in the Settlement Agreement and in this Notice; (iv) whether to approve the proposed Plan of Allocation as fair and reasonable; (v) whether to grant Lead Counsel’s motion for attorneys’ fees and litigation expenses and Lead Plaintiff’s motion for costs and expenses; (vi) whether to enter the permanent injunction and bar orders requested in the Settlement Agreement, and (vii) any other matters that may properly be brought before the Court in connection with the Settlement.  The Court reserves the right to certify the Class; approve the Settlement, the Plan of Allocation, and Lead Counsel’s motion for attorneys’ fees and litigation expenses; and/or consider any other matter related to the Settlement at or after the Fairness Hearing without further notice to the members of the Class.

    Any Class Member who does not request exclusion may object to the Settlement, the proposed Plan of Allocation, Lead Counsel’s motion for attorneys’ fees and expenses, or Lead Plaintiff’s application for expenses.  Objections must be in writing.  You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the District of New Jersey at the address set forth below on or before May 5, 2022.  You must also serve the papers on Lead Counsel and on Defendants’ Counsel at the addresses set forth below so that the papers are received on or before May 5, 2022.

    You must also email the objection and any supporting papers on or before May 25, 2022 to bbbyinformation@bernlieb.com and to jerichman@proskauer.com.

    The Fairness Hearing has passed and the Court has approved the Settlement, the Plan of Allocation, Lead Counsel’s motion for an award of attorneys’ fees and expenses, and Lead Plaintiff’s application for expenses. 

     

  • If you purchased or otherwise acquired BBBY common stock during the period from September 4, 2019 through February 11, 2020, inclusive, for the beneficial interest of persons or organizations other than yourself, you must, within fourteen (14) calendar days after receipt of this Notice, either (i) request from the Claims Administrator sufficient copies of the Notice and Claim Form (the “Notice Packet”) to forward to all such beneficial owners and then, within fourteen (14) calendar days after receipt of those Notice Packets, forward them to all such beneficial owners; or (ii) provide a list of the names, addresses, and email addresses (if available) of all such beneficial owners to Bed Bath & Beyond Securities Litigation, c/o JND Legal Administration, P.O. Box 91135, Seattle, WA 98111, or email BBBSecurities@jndla.com.  If you choose the second option, the Claims Administrator will send a copy of the Notice Packet to the beneficial owners.  Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought.  Copies of this Notice and the Claim Form may also be obtained from the Settlement website, www.BedBathBeyondSecuritiesLitigation.com by calling the Claims Administrator toll-free at 866-853-5009, or by emailing the Claims Administrator at info@BedBathBeyondSecuritiesLitigation.com.

For More Information

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Mail
Bed Bath & Beyond Securities Litigation
c/o JND Legal Administration
PO Box 91135
Seattle, WA 98111