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 had a right to know about your options before the Court ruled on the proposed Settlement. You also had the right to understand how this class action may generally affect your legal rights.

    The Notice was 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 have excluded yourself from the Class if you wished to do so. The Notice also informed you of the terms of the Settlement, your right to have objected to it, and a hearing that was held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the 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 the 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 requested 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 submitted valid and timely requests for exclusion from the Class; 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 have submitted the Claim Form 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 have timely completed and returned the Claim Form with adequate supporting documentation postmarked no later than June 6, 2022.

    If you requested exclusion from the Class or did 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 submitted valid Claim Forms, in accordance with the approved Plan of Allocation. For more information on the Plan of Allocation, please see the Notice located on the Important Documents tab of this website. 

  • Each Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless he, she, or it mailed or delivered 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 have been received no later than May 5, 2022. 

    If you asked to be excluded from the Class, you are not eligible to receive any payment from the Net Settlement Amount.

    Please be advised that the deadline to exclude yourself from the settlement has passed. 

  • The Fairness hearing was held on June 2, 2022. 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. 

     

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