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
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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).
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 27, 2024, the Board of Directors (the “Board”) of Bath & Body Works, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) to make certain updates and conforming and technical changes, including the following: (i) update the notice period for stockholders to bring matters before the annual meeting of stockholders to be not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting of stockholders; (ii) update the procedural and informational requirements for director nominations and other proposals submitted by stockholders under the Company’s “advance notice” provisions, including updates to reflect the Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended; (iii) make certain revisions to align with current versions of the relevant provisions of the Delaware General Corporation Law; (iv) require that a stockholder soliciting proxies from other stockholders use a proxy card color other than white; and (v) make other technical, conforming and modernizing changes.
As a result of the amendments discussed above, if a stockholder intends to present a proposal or nominate a person for election at the Company’s 2025 annual meeting of stockholders pursuant to Section 2.04 of the Bylaws, the Company’s Corporate Secretary must receive written notice of the intent to present such proposal or nomination no earlier than February 27, 2025, and no later than March 29, 2025, to be timely.
The Bylaws are filed with this Current Report on Form 8-K as Exhibit 3.1 and are incorporated by reference herein. The foregoing summary of the amendments to the Company’s Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Bylaws.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 27, 2024. The matters voted upon at the Annual Meeting, each of which is described in the Company’s 2024 Proxy Statement filed on May 15, 2024 (the “Proxy Statement”), and the results of the voting were as follows:
Election of Directors
Alessandro Bogliolo, Gina R. Boswell, Lucy O. Brady, Francis A. Hondal, Danielle M. Lee, Sarah E. Nash, Juan Rajlin, Stephen D. Steinour, J.K. Symancyk, and Steven E. Voskuil were elected to the Board for a term of one year. Of the 204,486,481 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares voted against, the number of shares abstained and the number of broker non-votes were as follows, with respect to each of the nominees:
| For | Against | Abstain | Broker Non-Votes | |
| Alessandro Bogliolo | 192,910,599 | 1,525,776 | 177,793 | 9,872,314 |
| Gina R. Boswell | 194,289,260 | 212,389 | 112,519 | 9,872,314 |
| Lucy O. Brady | 193,523,677 | 924,183 | 166,308 | 9,872,314 |
| Francis A. Hondal | 192,793,228 | 1,654,755 | 166,185 | 9,872,314 |
| Danielle M. Lee | 187,563,903 | 6,882,510 | 167,754 | 9,872,314 |
| Sarah E. Nash | 185,794,362 | 8,708,083 | 111,723 | 9,872,314 |
| Juan Rajlin | 194,221,153 | 215,193 | 177,822 | 9,872,314 |
| Stephen D. Steinour | 184,853,176 | 9,594,180 | 166,812 | 9,872,314 |
| J.K. Symancyk | 194,075,599 | 358,323 | 180,246 | 9,872,314 |
| Steven E. Voskuil | 193,527,412 | 909,581 | 177,174 | 9,872,314 |
Ratification of the Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was ratified, with 198,790,248 shares voting for the appointment, 5,515,850 shares voting against the appointment and 180,383 shares abstaining.
Advisory Vote on Executive Compensation
The compensation of the Company’s named executive officers as described in the Proxy Statement was approved by the Company’s stockholders, on an advisory basis, with 185,770,557 shares voting for the Company’s executive compensation, 7,632,595 shares voting against the Company’s executive compensation, 1,211,015 shares abstaining and 9,872,314 broker non-votes. 96.05% of the shares voting on the proposal voted in favor of the proposal.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws of Bath & Body Works, Inc., effective June 27, 2024 | |
| 104 | Cover page Interactive Data File (Formatted in inline XBRL and contained in Exhibit 101) |
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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BATH & BODY WORKS, INC. |
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| Date: June 27, 2024 | By: | /s/ Michael C. Wu | ||
| Name: | Michael C. Wu | |||
| Title: | Chief Legal Officer and Corporate Secretary | |||