UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 23, 2011

BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

650 Liberty Avenue
Union, New Jersey 07083
(Address of principal executive offices)   (Zip code)

(908) 688-0888
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o               Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 5.05       Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective June 23, 2011, the Board of Directors of Bed Bath & Beyond Inc. (the “Company”) approved revisions to its Policy of Ethical Standards for Business Conduct (the “Policy”) that applies to all associates (including all officers) and members of the Board of Directors of the Company.  The purposes of revising the Policy were to, among other things, add further detail regarding compliance with laws and additional examples of relationships potentially giving rise to conflicts of interest.

A copy of the Policy is publicly available on the Company’s website at www.bedbathandbeyond.com under the Investor Relations section.

Item 5.07       Submission of Matters to a Vote of Security Holders.

On June 23, 2011, the Company held its Annual Meeting of Shareholders.  At the Annual Meeting, the following items were voted upon:  (1) the election of nine directors of the Company for terms expiring in 2012; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 25, 2012; (3) a proposal to consider the approval, by non-binding vote, of the 2010 compensation paid to the Company’s named executive officers, known as the “say-on-pay” proposal; and (4) a proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation, known as the “frequency of say-on-pay” proposal.  The voting results with respect to each of the matters described above were as follows:

1.             The nine directors were elected based upon the following votes:

2.                                       The appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending February 25, 2012 was ratified based upon the following votes:

3.                                       The 2010 compensation paid to the Company’s named executive officers, known as the “say-on-pay” proposal, was approved, by non-binding vote, based upon the following votes:

4.                                      One year was approved, by non-binding vote, as the frequency of future advisory votes on executive compensation, known as the “frequency of say-on-pay” proposal, based upon the following votes:

In light of the results of the advisory vote on the frequency of future say-on-pay votes, our Board of Directors has determined that the Company will hold an advisory say-on-pay vote annually.  Our Board of Directors may reevaluate this determination after the next shareholder advisory vote on the frequency of say-on-pay votes.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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