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.
On December 14, 2022, the Court entered the Order Distributing Net Settlement Fund to Authorized Claimants and Approving Cy Pres Recipient. The initial distribution commenced for eligible claims on January 23, 2023.