8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 22, 2017

L Brands, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-8344	31-1029810
(Commission File Number)	(IRS Employer Identification No.)

Three Limited Parkway Columbus, OH	43230
(Address of Principal Executive Offices)	(Zip Code)

(614) 415-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

¨ 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2017, Patricia S. Bellinger and Robert H. Schottenstein were each appointed to the Board of Directors (the “Board”) of L Brands, Inc. (the “Company”), each effective as of August 22, 2017.

Ms. Bellinger and Mr. Schottenstein have not been named to any committees of the Board at this time. The Board has determined that Mr. Schottenstein is independent in accordance with the applicable New York Stock Exchange standards and the Company’s corporate governance guidelines.

Ms. Bellinger and Mr. Schottenstein will each receive compensation as directors in accordance with the Company’s ordinary course director compensation practices.

Jeffrey H. Miro informed the Board that he is retiring from the Board, effective as of August 22, 2017.

A copy of the press release announcing Ms. Bellinger’s and Mr. Schottenstein’s appointment and Mr. Miro’s retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Title
99.1	Press Release dated August 22, 2017.

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.

	L Brands, Inc.
Date: August 22, 2017	By:	/s/ Samuel P. Fried
		Name: Samuel P. Fried
		Title:   Executive Vice President – Law, Policy & Governance

EX-99.1

Exhibit 99.1

L BRANDS, INC. NAMES TWO NEW MEMBERS TO ITS

BOARD OF DIRECTORS

COLUMBUS, OH (Aug. 22, 2017) – Today L Brands, Inc. (NYSE: LB) announced the appointment of Patricia S. Bellinger and Robert H. Schottenstein to its Board of Directors.

Bellinger is an Adjunct Lecturer and Research Fellow at the Harvard Kennedy School. She is an internationally recognized expert on diversity, inclusion and leadership development and serves on the boards of Pattern Energy Group, Inc. (NASDAQ: PEGI), Sodexo SA (EPA: SW) and Sonepar Group.

Schottenstein is Chairman and CEO of M/I Homes, Inc. (NYSE: MHO), one of the largest homebuilders in the United States, and serves on the board of Installed Building Products, Inc. (NYSE: IBP).

“Both Patti Bellinger and Bob Schottenstein are business leaders who have built their careers through elevating others and delivering performance – principles that drive our business," said Leslie H. Wexner, chairman and chief executive officer of L Brands. "I’m excited that they are joining the L Brands board to help us continue to grow as we always strive to get better.”

The company also announced the retirement of Jeffrey H. Miro from the board of directors. Miro, who served on the L Brands board since 2006, is a Partner at Honigman Miller Schwartz and Cohn.

“Jeffrey’s decade of service on the L Brands board brought a level of sophistication to our thinking – particularly around corporate governance and real estate,” said Wexner. “I’ve always believed that his wise counsel was important to our enterprise. We greatly appreciate his service.”

ABOUT L BRANDS:

L Brands, through Victoria’s Secret, PINK, Bath & Body Works, La Senza and Henri Bendel, is an international company.  The company operates 3,077 company-owned specialty stores in the United States, Canada, the United Kingdom and Greater China, and its brands are sold in more than 750 additional franchised locations worldwide.  The company’s products are also available online at www.VictoriasSecret.com, www.BathandBodyWorks.com, www.HenriBendel.com and www.LaSenza.com.

 

For further information, please contact:

L Brands:
Communications	Investor Relations
Tammy Roberts Myers	Amie Preston
(614) 415-7072	(614) 415-6704
communications@lb.com	apreston@lb.com