8-K

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): March 28, 2022

Bath & Body Works, Inc.

(Exact Name of Registrant
as Specified in Its 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:

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 Par Value	BBWI	The New York Stock Exchange

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 March 28, 2022, the Board of Directors (the “Board”) of Bath & Body Works, Inc. (the “Company”) appointed Alessandro Bogliolo and Juan Rajlin as independent directors of the Company.

Mr. Bogliolo is the former Chief Executive Officer and director of Tiffany & Co. (“Tiffany”), a luxury jewelry and specialty retailer, serving in such role from October 2017 through the acquisition of Tiffany by LVMH Moët Hennessy Louis Vuitton SE in January 2021. Prior to joining Tiffany, Mr. Bogliolo served as Chief Executive Officer and director of Diesel SpA, an international fashion brand that is part of the OTB Group, from 2013 to 2017.

Mr. Rajlin has served as the Treasurer of Alphabet Inc. (“Alphabet”), a multinational technology company, and its subsidiary Google LLC since October 2018. In Mr. Rajlin’s role with Alphabet, he oversees over $100 billion of investments, corporate finance policy and financial risk management. Prior to joining Alphabet, Mr. Rajlin served as Corporate Treasurer and Chief Risk Officer from February 2013 through September 2017 and as Chief Financial Officer, Products and Services from October 2017 through September 2018, in each case at Mastercard, Inc., a multinational financial services company.

Messrs. Bogliolo and Rajlin will receive the standard compensation amounts payable to non-employee directors of the Company for fiscal year 2022 as described in the Company’s 2022 proxy statement to be filed with the U.S. Securities and Exchange Commission. Messrs. Bogliolo and Rajlin have not been named to any committees of the Board at this time.

There is no arrangement or understanding between each of Messrs. Bogliolo and Rajlin, on the one hand, and any other person, on the other hand, pursuant to which he was selected as a director. Neither Mr. Bogliolo nor Mr. Rajlin has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On March 28, 2022, the Company issued a press release with respect to the appointments of Messrs. Bogliolo and Rajlin to the Board, a copy of which is furnished with this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of this Current Report (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Bath & Body Works, Inc., dated March 28, 2022.

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.

			Bath & Body Works, Inc.
Date:	March 28, 2022	By:	/s/ Michael C. Wu
			Michael C. Wu
			Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

 

Alessandro Bogliolo and Juan Rajlin

Join Bath & Body Works Board of Directors

These additions have international backgrounds and extensive global experience

Columbus, Ohio (Mar. 28, 2022) — Bath & Body Works, Inc. (NYSE: BBWI) announced today that Alessandro Bogliolo and Juan Rajlin joined the company’s Board of Directors. Alessandro Bogliolo has more than 30 years of experience in retail and luxury brands and most recently served as chief executive officer at Tiffany & Co. Juan Rajlin is the vice president and treasurer of Alphabet Inc. and joins the Bath & Body Works Board with a rich background in finance, data analytics and consumer trends.

As previously announced, Andrew Meslow and Robert Schottenstein will not stand for reelection to the Board at the annual meeting of stockholders in May 2022. With these additions, in May 2022, the Board will consist of nine directors, eight of whom are independent and over half of whom are members of diverse communities: female, people of color and/or LGBTQIA+.

Sarah Nash, Executive Chair of the company, said, “Alessandro and Juan are accomplished international leaders with a track record of success, and we are excited to have them join our Board. Both have a strong background in global business which will support our growth outside of North America. Bath & Body Works had a record-breaking year in 2021, and we look forward to partnering with them both to continue that forward momentum.”

About Alessandro Bogliolo

Mr. Bogliolo is a veteran luxury industry executive with vast experience in general management, operations and marketing for luxury, fashion, jewelry and automotive brands. From 2017-2021, he served as chief executive officer and a member of the board of directors of Tiffany & Co. where he led a successful revitalization of the brand. He also managed Tiffany’s acquisition by LVMH Moët Hennessy Louis Vuitton, one of the largest acquisitions in the luxury industry.

He started his career in 1989 at Bain & Company, a global business consulting firm, advising clients on mergers, acquisitions and strategy projects. He held positions at the Italian motorcycle and scooter company Piaggio before moving on to Bulgari SpA, the Italian jewelry and luxury goods brand. Mr. Bogliolo served 16 years at Bulgari SpA in senior executive roles including chief operating officer and group executive vice president – jewelry, watches and accessories. Subsequently, he served as chief operating officer for North America at Sephora USA. In 2013, he became chief executive officer of Diesel SpA, the international Italian denim and lifestyle brand.

About Juan Rajlin

Mr. Rajlin has served as treasurer of Alphabet Inc. and Google LLC since 2018. Mr. Rajlin oversees over $100 billion in investments, corporate finance policy, and financial risk management. He is also a key executive overseeing Google’s sustainability strategy and diversity, equity and inclusion work.

Mr. Rajlin formerly served as chief financial officer, products and services for Mastercard Inc. where he ran finance for a $4 billion revenue business. Previously, Mr. Rajlin spent a decade at General Motors Company in a variety of finance and merger and acquisition roles in the United States and Europe. Before joining GM, he worked at Royal Dutch Shell in his native Argentina.

ABOUT BATH & BODY WORKS:

Bath & Body Works is one of the world’s leading specialty retailers and home to America’s Favorite Fragrances® offering a breadth of exclusive fragrances for the body and home, including the #1 selling collections for fine fragrance mist, body lotion and body cream, 3-wick candles, home fragrance diffusers and liquid hand soap. For more than 30 years, customers have looked to Bath & Body Works for quality, on-trend products and the newest, freshest fragrances. Today, these fragrant products can be purchased at more than 1,750 company-operated Bath & Body Works locations in the U.S. and Canada, and more than 300 international franchised locations, as well as on bathandbodyworks.com.

For further information, please contact:

Bath & Body Works, Inc.:
Investor Relations	Media Relations
Amie Preston	Tammy Roberts Myers
Investorrelations@bbw.com	Communications@bbw.com

XML

Cover	Mar. 28, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 28, 2022
Entity File Number	1-8344
Entity Registrant Name	Bath & Body Works, Inc.
Entity Central Index Key	0000701985
Entity Tax Identification Number	31-1029810
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Three Limited Parkway
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43230
City Area Code	614
Local Phone Number	415-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 Par Value
Trading Symbol	BBWI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false