UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 19, 2021 (
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
L Brands, Inc. (the “Company”) issued a press release on May 19, 2021 announcing that it has appointed Wendy C. Arlin, age 50, as Executive Vice President and Chief Financial Officer of the Company, effective as of August 2021. The Company’s current Chief Financial Officer, Stuart B. Burgdoerfer, who previously announced his plan to retire from the Company, will step down as the Company’s Chief Financial Officer upon his retirement on August 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Ms. Arlin has served as Senior Vice President, Finance and Controller at L Brands, Inc. since 2005. Prior to her employment with L Brands, Ms. Arlin served as an Audit Partner at KPMG from 2003 to 2005. Ms. Arlin worked for KPMG from 1993 to 2005.
In connection with her appointment as Executive Vice President and Chief Financial Officer, Ms. Arlin’s base salary will be increased to $750,000 per year, her target annual cash incentive opportunity will be set at 90% of her base salary and her annual equity award, granted under the Company’s 2020 Stock Option and Performance Incentive Plan, will initially be set at 100% of her base salary and be delivered in time-based restricted stock units that vest in installments over three years (30% year 1, 30% year 2, 40% year 3), in each case subject to continued employment through the applicable vesting dates. In addition, Ms. Arlin will receive a restricted stock grant relating to her promotion under the Company’s 2020 Stock Option and Performance Incentive Plan with a value of $750,000 that vests in installments over three years (30% year 1, 30% year 2, 40% year 3) subject to Ms. Arlin’s continued employment with the Company through the applicable vesting dates.
Ms. Arlin has no family relationship with any of the Company’s directors or executive officers. Ms. Arlin has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit 99.1 | Press Release dated May 19, 2021 entitled “L Brands Appoints Chief Financial Officers for Bath & Body Works and Victoria’s Secret Standalone Businesses.” |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | May 19, 2021 | By: | /s/ Stuart B. Burgdoerfer |
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Stuart B. Burgdoerfer Executive Vice President and Chief Financial Officer |